SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

QUIXOTE CORPORATION

(Name of Subject Company (Issuer))

THP MERGER CO.
(Offeror)

a wholly-owned subsidiary of
TRINITY INDUSTRIES, INC.
(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror issuer or other person))

Common Stock, $0.01²/3 par value per share (including the associated
Series C Junior Participating Preferred Stock Purchase Rights)

(Title of Class of Securities)
749056107
(CUSIP Number of Class of Securities)

S. Theis Rice, Esq.
Chief Legal Officer
Trinity Industries, Inc.
2525 Stemmons Freeway
Dallas, Texas 75207
Telephone: (214) 631-4420
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copy to:
Mary R. Korby, Esq.
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
Telephone: (214) 746-7700

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$61,120,678	$4,357.90

(1)	Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding (i) 9,333,867 shares of common stock, par value $0.012/3 per share, of Quixote Corporation, outstanding multiplied by the offer price of $6.38 per share, (ii)  233,000 shares of common stock, par value $0.012/3 per share, of Quixote Corporation, which were subject to issuance pursuant to the exercise of outstanding options that have an exercise price of less than $6.38, multiplied by $6.38 and (iii) 210,166 shares of common stock, par value $0.012/3 per share, of Quixote Corporation, which were subject to issuance pursuant to the exercise of outstanding options that have an exercise price equal to or greater than $6.38 and are not held by directors and certain executive officers of Quixote Corporation, multiplied by $0.40 (the actual consideration payable in respect of such options). 1,621,622 shares of common stock, par value $0.012/3 per share, of Quixote Corporation reserved for issuance upon conversion of the 7% convertible notes of Quixote Corporation due 2025 have been excluded from the calculation because the conversion price of those notes ($25.90 per share) exceeds the offer price of $6.38. The calculation of the filing fee is based on Quixote Corporation’s representation of its capitalization as of December 29, 2009.
(2)	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 by multiplying the transaction value by 0.00007130.
o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: None	Filing Party: Not Applicable
Form of Registration No.: Not Applicable	Date Filed: Not Applicable

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ  Third-party tender offer subject to Rule 14d-1.

o  Issuer tender offer subject to Rule 13e-4.

o  Going-private transaction subject to Rule 13e-3.

o  Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

     This Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute this “Schedule TO”) is filed by (i) THP Merger Co., a Delaware corporation (the “Purchaser”), and a wholly-owned subsidiary of Trinity Industries, Inc., a Delaware corporation (“Trinity”), and (ii) Trinity. This Schedule TO relates to the offer (the “Offer”) by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01²/3 per share (including the associated preferred stock purchase rights, the “Shares”), of Quixote Corporation, a Delaware corporation (“Quixote”), at a purchase price of $6.38 per Share (the “Offer Price”) net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 7, 2010 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Item 1. Summary Term Sheet.

     The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information.

     (a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Quixote Corporation, a Delaware corporation. Quixote’s principal executive offices are located at 35 East Wacker Drive, Chicago, Illinois 60601. Quixote’s telephone number at such address is (312) 467-6755.

     (b) This Schedule TO relates to the outstanding shares of common stock, par value $0.01²/3 per share (including the associated Series C Junior Participating Preferred Stock Purchase Rights), of Quixote. Quixote has advised Trinity that, on December 29, 2009, there were 9,333,867 Shares issued and outstanding, 895,499 shares of common stock of Quixote issuable upon, or otherwise deliverable in connection with, the exercise of outstanding options and 1,621,622 shares of common stock of Quixote reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding convertible notes.

     (c) The information set forth in the section in the Offer to Purchase entitled “Price Range of Shares; Dividends” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

     This Schedule TO is filed by Trinity and the Purchaser and relates to the outstanding shares of common stock, par value $0.01²/3 per share (including the associated Series C Junior Participating Preferred Stock Purchase Rights), of Quixote. The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Trinity and the Purchaser” and in Schedule I is incorporated herein by reference.

Item 4. Terms of the Transaction.

     The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “Certain Information Concerning Trinity and the Purchaser,” “Background of the Offer; Past Contacts or Negotiations with Quixote,” “Purpose of the Offer; Plans for Quixote” and “The Merger Agreement,” respectively, is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

     The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet,” “Introduction,” “Price Range of Shares; Dividends,” “Certain Effects of the Offer,” “Purpose of the Offer; Plans for Quixote,” and “The Merger Agreement,” respectively, is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

     The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and “Source and Amount of Funds,” respectively, is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

     The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Trinity and the Purchaser,” “Purpose of the Offer; Plans for Quixote,” and “The Merger Agreement” is incorporated herein by reference.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

     The information set forth in the section of the Offer to Purchase entitled “Fees and Expenses” is incorporated herein by reference.

Item 10. Financial Statements.

     Not applicable.

Item 11. Additional Information.

     (a)(1) The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning Trinity and the Purchaser,” “Background of the Offer; Past Contacts or Negotiations with Quixote,” “Purpose of the Offer; Plans for Quixote” and “The Merger Agreement,” respectively, is incorporated herein by reference.

     (a)(2) The information set forth in the sections of the Offer to Purchase entitled “Purpose of the Offer; Plans for Quixote,” “Certain Conditions of the Offer” and “Certain Legal Matters; Regulatory Approvals,” respectively, is incorporated herein by reference.

     (a)(3) The information set forth in the section of the Offer to Purchase entitled “Certain Legal Matters; Regulatory Approvals,” is incorporated herein by reference.

     (a)(4) The information set forth in the sections of the Offer to Purchase entitled “Certain Effects of the Offer,” “Source and Amount of Funds” and “Certain Legal Matters; Regulatory Approvals,” respectively, is incorporated herein by reference.

     (a)(5) None.

     (b) The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 12. Exhibits.

Exhibit	Exhibit Name
(a)(1)(A)	Offer to Purchase, dated January 7, 2010.*
(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)(A)	Text of Joint Press Release of Trinity Industries, Inc. and Quixote Corporation, dated December 30, 2009, incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by Trinity on December 30, 2009.
(a)(5)(B)	Text of Form Letter from Trinity Industries, Inc. to Trinity Highway Products Customers, dated December 30, 2009, incorporated herein by reference to Exhibit 99.2 to the Schedule TO-C filed by Trinity on December 30, 2009.
(a)(5)(C)	Text of Form Letter from Trinity Industries, Inc. to Employees of Quixote Corporation, dated December 30, 2009, incorporated herein by reference to Exhibit 99.3 to the Schedule TO-C filed by Trinity on December 30, 2009.
(a)(5)(D)	Text of Form Email to Trinity Highway Products Employees, dated December 30, 2009, incorporated herein by reference to Exhibit 99.4 to the Schedule TO-C filed by Trinity on December 30, 2009.
(a)(5)(E)	Form of Summary Advertisement as published on January 7, 2010 in The Wall Street Journal.
(a)(5)(F)	Joint Press Release issued by Trinity Industries, Inc. and Quixote Corporation on January 7, 2010.
(b)	Not applicable.
(d)(1)	Confidentiality Agreement, dated October 17, 2008, between Trinity Industries, Inc. and Quixote Corporation.
(d)(2)	Agreement and Plan of Merger, dated as of December 30, 2009, by and among Trinity Industries, Inc., THP Merger Co. and Quixote Corporation.
(g)	Not applicable.
(h)	Not applicable.

* Included in mailing to stockholders.

Item 13. Information required by Schedule 13E-3.

     Not applicable.

SIGNATURE

     After due inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

TRINITY INDUSTRIES, INC.
By:	/s/ William A. McWhirter II
	Name:	William A. McWhirter II
	Title:	Senior Vice President and Chief Financial Officer

THP MERGER CO.
By:	/s/ James E. Perry
	Name:	James E. Perry
	Title:	Vice President, Treasurer and Assistant Secretary

Date: January 7, 2010

Exhibit	Exhibit Name
(a)(1)(A)	Offer to Purchase, dated January 7, 2010.*
(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)(A)	Text of Joint Press Release of Trinity Industries, Inc. and Quixote Corporation, dated December 30, 2009, incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by Trinity on December 30, 2009.
(a)(5)(B)	Text of Form Letter from Trinity Industries, Inc. to Trinity Highway Products Customers, dated December 30, 2009, incorporated herein by reference to Exhibit 99.2 to the Schedule TO-C filed by Trinity on December 30, 2009.
(a)(5)(C)	Text of Form Letter from Trinity Industries, Inc. to Employees of Quixote Corporation, dated December 30, 2009, incorporated herein by reference to Exhibit 99.3 to the Schedule TO-C filed by Trinity on December 30, 2009.
(a)(5)(D)	Text of Form Email to Trinity Highway Products Employees, dated December 30, 2009, incorporated herein by reference to Exhibit 99.4 to the Schedule TO-C filed by Trinity on December 30, 2009.
(a)(5)(E)	Form of Summary Advertisement as published on January 7, 2010 in the Wall Street Journal.
(a)(5)(F)	Joint Press Release issued by Trinity Industries, Inc. and Quixote Corporation on January 7, 2010.
(b)	Not applicable.
(d)(1)	Confidentiality Agreement, dated October 17, 2008, between Trinity Industries, Inc. and Quixote Corporation.
(d)(2)	Agreement and Plan of Merger, dated as of December 30, 2009, by and among Trinity Industries, Inc., THP Merger Co. and Quixote Corporation.
(g)	Not applicable.
(h)	Not applicable.

* Included in mailing to stockholders.

EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock (including the associated

Series C Junior Participating Preferred Stock Purchase Rights)

of

QUIXOTE CORPORATION

at

$6.38 NET PER SHARE

by

THP MERGER CO.

a wholly-owned, subsidiary of

TRINITY INDUSTRIES, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW

YORK CITY TIME, ON THURSDAY, FEBRUARY 4, 2010, UNLESS THE OFFER IS EXTENDED.

THP Merger Co., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of Trinity Industries, Inc., a Delaware corporation (“Trinity”), is offering to purchase all of the outstanding shares of common stock, par value $0.012/3 per share (including the associated preferred stock purchase rights, the “Shares”), of Quixote Corporation, a Delaware corporation (“Quixote”), at a purchase price of $6.38 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, each as may be amended or supplemented from time to time, collectively constitute the “Offer”).

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 30, 2009 (as it may be amended from time to time, the “Merger Agreement”), among Trinity, the Purchaser and Quixote. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to certain conditions, the Purchaser will be merged with and into Quixote (the “Merger”) with Quixote continuing as the surviving corporation, wholly-owned by Trinity. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than Shares held (i) in the treasury of Quixote or by Trinity or the Purchaser, (ii) by any subsidiary of Trinity other than the Purchaser, or (iii) by stockholders who exercise appraisal rights under Delaware law with respect to such Shares) will be cancelled and converted into the right to receive $6.38 or any greater per Share price paid in the Offer, without interest thereon and less any required withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares.

The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition. The Minimum Condition requires that the number of Shares that have been validly tendered and not properly withdrawn at the expiration of the Offer together with the number of Shares (if any) then owned by Trinity or any of its subsidiaries represents at least 60% of the Shares then outstanding determined on a fully-diluted basis (on a “fully-diluted basis” meaning the number of Shares then issued and outstanding plus all shares which Quixote may be required to issue as of such date pursuant to options, warrants, rights, convertible or exchangeable securities (including shares reserved for issuance upon exercise of Quixote’s 7% Senior Subordinated Convertible Notes) or similar obligations then outstanding, but only to the extent then vested or exercisable or capable of being vested or exercisable on or prior to (x) April 1, 2010 if no Shares have been purchased pursuant to the Offer or (y) July 1, 2010 if the sole reason the Merger has not been consummated on or before April 1, 2010 is that an injunction, judgment, order, decree or ruling of a Governmental Authority (as defined below) of competent jurisdiction is in effect and either Trinity or Quixote are still contesting the entry of such injunction, judgment, order, decree or ruling, in court or through other applicable proceedings (such applicable date, the “Walk-Away Date”)). The Offer also is subject to other conditions set forth in this Offer to Purchase. See Section 15 — “Certain Conditions of the Offer.”

The Quixote Board of Directors, among other things, has unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger and (ii) recommended that the stockholders of Quixote accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and, if required by applicable law, adopt the Merger Agreement.

A summary of the principal terms of the Offer appears on pages S-i through S-viii. You should read this entire document carefully before deciding whether to tender your Shares in the Offer.

The Dealer Manager for the Offer is:

BofA Merrill Lynch

Bank of America Tower

One Bryant Park, 8th Floor

New York, New York 10036

Tel: (888) 803-9655

January 7, 2010

IMPORTANT

If you wish to tender all or a portion of your Shares to the Purchaser in the Offer, you should either (i) complete and sign the letter of transmittal (or a facsimile thereof) that accompanies this Offer to Purchase (the “Letter of Transmittal”) in accordance with the instructions in the Letter of Transmittal and mail or deliver the Letter of Transmittal and all other required documents to the Depositary (as defined herein) together with certificates representing the Shares tendered or follow the procedure for book-entry transfer set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” or (ii) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact that institution in order to tender your Shares.

If you wish to tender Shares and cannot deliver certificates representing such Shares and all other required documents to the Depositary on or prior to the Expiration Date (as defined herein) or you cannot comply with the procedures for book-entry transfer on a timely basis, you may tender your Shares by following the guaranteed delivery procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Questions and requests for assistance should be directed to the Information Agent (as defined herein) or the Dealer Manager (as defined herein) at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and other materials related to the Offer may also be obtained at our expense from the Information Agent or the Dealer Manager. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other material related to the Offer may be found at www.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET		S-i
INTRODUCTION		1
THE TENDER OFFER		2
1.	Terms of the Offer	2
2.	Acceptance for Payment and Payment for Shares	4
3.	Procedures for Accepting the Offer and Tendering Shares	5
4.	Withdrawal Rights	7
5.	Certain United States Federal Income Tax Consequences	7
6.	Price Range of Shares; Dividends	8
7.	Certain Information Concerning Quixote	9
8.	Certain Information Concerning Trinity and the Purchaser	10
9.	Source and Amount of Funds	11
10.	Background of the Offer; Past Contacts or Negotiations with Quixote	11
11.	The Merger Agreement	14
12.	Purpose of the Offer; Plans for Quixote	24
13.	Certain Effects of the Offer	25
14.	Dividends and Distributions	26
15.	Certain Conditions of the Offer	26
16.	Certain Legal Matters; Regulatory Approvals	27
17.	Appraisal Rights	29
18.	Fees and Expenses	30
19.	Miscellaneous	30
SCHEDULE I INFORMATION RELATING TO THE PURCHASER, TRINITY AND CERTAIN RELATED PERSONS		31

i

SUMMARY TERM SHEET

The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery. You are urged to read carefully the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery in their entirety. Trinity and the Purchaser have included cross-references in this summary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning Quixote contained herein and elsewhere in the Offer to Purchase has been provided to Trinity and the Purchaser by Quixote or has been taken from or is based upon publicly available documents or records of Quixote on file with the U.S. Securities and Exchange Commission or other public sources at the time of the Offer. Trinity and the Purchaser have not independently verified the accuracy and completeness of such information. Trinity and the Purchaser have no knowledge that would indicate that any statements contained herein relating to Quixote provided to Trinity and the Purchaser or taken from or based upon such documents and records filed with the U.S. Securities and Exchange Commission are untrue or incomplete in any material respect.

Securities Sought	All issued and outstanding shares of common stock, par value $0.012/3 per share, of Quixote Corporation (including the associated preferred stock purchase rights).
Price Offered Per Share	$6.38 in cash, without interest thereon and less any required withholding taxes.
Scheduled Expiration of Offer	12:00 midnight, New York City time, at the end of Thursday, February 4, 2010, unless the Offer is otherwise extended. See Section 1 — “Terms of the Offer.”
Purchaser	THP Merger Co., a Delaware corporation and a wholly-owned subsidiary of Trinity Industries, Inc.

Who is offering to buy my securities?

We are THP Merger Co., a Delaware corporation, formed for the purpose of making this Offer. We are a wholly-owned subsidiary of Trinity Industries, Inc., a Delaware corporation, or “Trinity.” Trinity is a multi-industry company that owns a variety of market-leading businesses which provide products and services to the industrial, energy, transportation and construction sectors. Trinity has operations in the following five principal business segments:

•  The Rail Group:  The Rail Group is the leading freight railcar manufacturer in North America. The Rail Group provides a full complement of railcars used for transporting a wide variety of liquids, gases, and dry cargo.

•  The Railcar Leasing and Management Services Group:  The Railcar Leasing and Management Services Group is a provider of leasing and management services and an important strategic resource that uniquely links the Rail Group with Trinity’s customers.

•  The Inland Barge Group:  The Inland Barge Group manufactures a variety of dry cargo barges, such as deck barges, and open or covered hopper barges that transport various commodities, such as grain, coal, and aggregates. The Inland Barge Group also manufactures tank barges used to transport liquid products.

•  The Construction Products Group:  The Construction Products Group produces concrete, aggregates, and asphalt and manufactures highway products as well as beams and girders used in highway bridge construction.

•  The Energy Equipment Group:  The Energy Equipment Group manufactures tank containers and tank heads for pressure vessels, propane tanks, and structural wind towers.

Unless the context indicates otherwise, in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to the Purchaser and, where appropriate, Trinity. We use the term “Trinity” to refer to Trinity Industries, Inc. alone, the term the “Purchaser” to refer to THP Merger Co. alone and the terms “Quixote” or the “Company” to refer to Quixote Corporation.

See the “Introduction” to this Offer to Purchase and Section 8 — “Certain Information Concerning Trinity and the Purchaser.”

S-i

What are the classes and amounts of securities sought in the Offer?

We are offering to purchase all of the outstanding shares of common stock, par value $0.012/3 per share (including the associated preferred stock purchase rights), of Quixote on the terms and subject to the conditions set forth in this Offer to Purchase. Unless the context otherwise requires, in this Offer to Purchase we use the term “Offer” to refer to this offer and the term “Shares” to refer to shares of Quixote common stock (including the associated preferred stock purchase rights) that are the subject of the Offer.

See the “Introduction” to this Offer to Purchase and Section 1 — “Terms of the Offer.”

What are the preferred stock purchase rights?

The preferred stock purchase rights are rights to purchase Series C Junior Participating Preferred Stock of Quixote, issued pursuant to Quixote’s Rights Agreement, dated as of March 16, 2009, as amended on December 30, 2009. The preferred stock purchase rights were issued to all holders of Quixote common stock, but currently are not represented by separate certificates. Instead, the preferred stock purchase rights are represented by the certificate for your shares of Quixote common stock. A tender of your shares of Quixote common stock will include a tender of the preferred stock purchase rights. The preferred stock purchase rights cannot be traded separately from the underlying Shares, absent certain conditions that have not occurred.

How much are you offering to pay? What is the form of payment? Will I have to pay any fees or commissions?

We are offering to pay $6.38 per Share, in cash, without interest and less any required withholding taxes. We refer to this amount as the “Offer Price.” If you are the record owner of your Shares and you directly tender your Shares to us in the Offer, you will not have to pay brokerage fees or similar expenses. If you own your Shares through a broker, banker or other nominee, and your broker tenders your Shares on your behalf, your broker, banker or other nominee may charge you a fee for doing so. You should consult your broker, banker or other nominee to determine whether any charges will apply.

See the “Introduction” to this Offer to Purchase.

Is there an agreement governing the Offer?

Yes. Trinity, the Purchaser and Quixote have entered into an Agreement and Plan of Merger, dated as of December 30, 2009 (as it may be amended from time to time, the “Merger Agreement”). The Merger Agreement provides, among other things, for the terms and conditions of the Offer and the subsequent merger of the Purchaser with and into Quixote (the “Merger”).

See Section 11 — “The Merger Agreement” and Section 15 — “Certain Conditions of the Offer.”

Do you have the financial resources to make payment?

Yes. We estimate that we will need approximately $63 million to purchase all of the Shares pursuant to the Offer and to consummate the Merger (which estimate includes payments in respect of certain outstanding options) and to pay related fees and expenses. Trinity, our parent company, will provide us with sufficient funds to purchase all Shares properly tendered in the Offer and to provide funding for the Merger with Quixote, which is expected to follow the successful completion of the Offer in accordance with the terms and conditions of the Merger Agreement. The Offer is not conditioned upon our ability to finance the purchase of Shares pursuant to the Offer. Trinity expects to utilize existing cash balances to fund the purchase.

See Section 9 — “Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender my Shares in the Offer?

No. We do not think our financial condition is relevant to your decision whether to tender Shares and accept the Offer because:

•  the Offer is being made for all outstanding Shares solely for cash;

•  we, through our parent company, Trinity, will have sufficient funds available to purchase all Shares successfully tendered in the Offer in light of our financial capacity in relation to the amount of consideration payable;

•  the Offer is not subject to any financing condition; and

•  if we consummate the Offer, we expect to acquire all remaining Shares for the same cash price in the Merger. See Section 9 — “Source and Amount of Funds.”

S-ii

How long do I have to decide whether to tender my Shares in the Offer?

You will have until 12:00 midnight, New York City time, on Thursday, February  4, 2010 (which is the end of the day on February 4, 2010), to tender your Shares in the Offer, unless we extend the Offer. In addition, if we are required to, by the terms of the Merger Agreement, or we otherwise decide to provide a subsequent offering period for the Offer as described below and in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), following our acceptance for payment of Shares properly tendered and not withdrawn in the Offer, you will have an additional opportunity to tender your Shares. Other than as may be required by the terms of the Merger Agreement, we do not currently intend to provide a subsequent offering period, although we reserve the right to do so.

If you cannot deliver everything required to make a valid tender by that time, you may still participate in the Offer by using the guaranteed delivery procedure that is described later in this Offer to Purchase prior to that time.

See Section 1 — “Terms of the Offer” and Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Can the Offer be extended and under what circumstances?

Yes. We have agreed in the Merger Agreement that, subject to the parties’ rights to terminate the Merger Agreement in accordance with its terms:

•  The Offer will be extended for any period required by any rule, regulation or interpretation of the SEC or its staff that is applicable to the Offer.

•  If any condition of the Offer has not been satisfied or waived at the scheduled expiration date of the Offer and the Merger Agreement has not been terminated in accordance with its terms, we must extend the Offer for one or more periods of not more than 10 business days each; provided, however, that we are not required to extend the Offer beyond (x) April 1, 2010 if no Shares have been purchased pursuant to the Offer at that time or (y) July 1, 2010 if the sole reason the Merger has not been consummated on or before April 1, 2010 is that an injunction, judgment, order, decree or ruling of any government, court, arbitrator, regulatory or administrative agency, commission or authority or other governmental instrumentality, federal, state or local, domestic, foreign or multinational (each, a “Governmental Authority”) of competent jurisdiction is in effect and either Trinity or Quixote is still contesting the entry of such injunction, judgment, order, decree or ruling, in court or through other applicable proceedings (such applicable date, the “Walk-Away Date”).

•  If the number of Shares validly tendered and not withdrawn pursuant to the Offer, when taken together with Shares (if any) then owned by Trinity or any of its subsidiaries, constitutes less than 90% of the Shares then outstanding, we may (without the consent of Quixote), and, at the request of Quixote, must, provide for a subsequent offering period of up to 20 business days in accordance with Rule 14d-11 promulgated under the Exchange Act following the date on which the Purchaser accepts for payment Shares validly tendered and not withdrawn pursuant to the Offer (the “Purchase Date”). A subsequent offering period is different from an extension of the Offer. During a subsequent offering period, you would not be able to withdraw any of the Shares that you had already tendered. You also would not be able to withdraw any of the Shares that you tender during the subsequent offering period.

See Section 1 — “Terms of the Offer” of this Offer to Purchase for more details on our obligation and ability to extend the Offer.

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How will I be notified if the Offer is extended?

If we extend the Offer, we will inform BNY Mellon Shareowner Services, which is the depositary for the Offer (the “Depositary”), of any extension and will issue a press release announcing the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which the Offer was scheduled to expire.

If we elect to provide any subsequent offering period, a public announcement of such determination will be made no later than 9:00 a.m., New York City time, on the next business day following the Expiration Date. The term “Expiration Date” means 12:00 midnight, New York City time, at the end of Thursday, February 4, 2010, unless we, in accordance with the Merger Agreement, extend the period during which the Offer is open, in which event the term “Expiration Date” means the latest time and date at which the Offer, as so extended, expires.

See Section 1 — “Terms of the Offer.”

What are the most significant conditions to the Offer?

The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition. The Minimum Condition requires that the number of Shares that has been validly tendered and not properly withdrawn at the expiration of the Offer together with the number of Shares (if any) then owned by Trinity or any of its subsidiaries represents at least 60% of the Shares then outstanding determined on a fully-diluted basis (on a “fully-diluted basis” meaning the number of Shares then issued and outstanding plus all shares which Quixote may be required to issue as of such date pursuant to options, warrants, rights, convertible or exchangeable securities (including the shares reserved for issuance upon exercise of Quixote’s 7% Senior Subordinated Convertible Notes) or similar obligations then outstanding, but only to the extent then vested or exercisable or capable of being vested or exercisable on or prior to the Walk-Away Date).

The Offer also is subject to a number of other conditions set forth in this Offer to Purchase. We expressly reserve the right to waive any such conditions, but we cannot, without Quixote’s consent, waive the Minimum Condition or (i) decrease the Offer Price, (ii) change the form of consideration to be paid in the Offer, (iii) reduce the maximum number of Shares sought to be purchased in the Offer, (iv) impose additional conditions to the Offer, (v) modify or amend any of the conditions to the Offer or make other changes in the terms of the Offer that are in any manner adverse to the holders of Shares or (vi) extend the Expiration Date in a manner other than in accordance with the Merger Agreement. There is no financing condition to the Offer.

See Section 15 — “Certain Conditions of the Offer.”

How do I tender my Shares?

If you hold your Shares directly as the registered owner, you can (i) tender your Shares in the Offer by delivering the certificates representing your Shares, together with a completed and signed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary or (ii) follow the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase, not later than the date and time the Offer expires. The Letter of Transmittal is enclosed with this Offer to Purchase.

If you hold your Shares in street name through a broker, dealer, commercial bank, trust company or other nominee, you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details.

If you are unable to deliver everything that is required to tender your Shares to the Depositary by the expiration of the Offer, you may obtain a limited amount of additional time by having a broker, a bank or another fiduciary that is an eligible institution guarantee that the missing items will be received by the Depositary using the enclosed Notice of Guaranteed Delivery. To validly tender Shares in this manner, however, the Depositary must receive the missing items within the time period specified in the notice.

See Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

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Until what time may I withdraw previously tendered Shares?

You may withdraw your previously tendered Shares at any time until the Offer has expired. In addition, if we have not accepted your Shares for payment by March 7, 2010, you may withdraw them at any time after that date until we accept Shares for payment. This right to withdraw will not, however, apply to Shares tendered in any subsequent offering period, if one is provided. See Section 4 — “Withdrawal Rights.”

How do I withdraw previously tendered Shares?

To withdraw previously tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw Shares. If you tendered Shares by giving instructions to a broker, banker or other nominee, you must instruct the broker, banker or other nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.”

What does the Quixote Board think of the Offer?

The Quixote Board of Directors (the “Quixote Board”), among other things, has unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger and (ii) recommended that the stockholders of Quixote accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and, if required by applicable law, adopt the Merger Agreement.

A more complete description of the reasons of the Quixote Board’s approval of the Offer and the Merger is set forth in the Solicitation/Recommendation Statement on Schedule 14D-9 that is being mailed to you together with this Offer to Purchase.

If the Offer is completed, will Quixote continue as a public company?

No. Following the purchase of Shares in the Offer, we expect to consummate the Merger. If the Merger takes place, Quixote no longer will be publicly owned. Even if for some reason the Merger does not take place, if we purchase all of the tendered Shares, there may be so few remaining stockholders and publicly held Shares that Quixote’s common stock will no longer be eligible to be traded through the NASDAQ Global Market or other securities exchanges, there may not be an active public trading market for Quixote common stock, and Quixote may no longer be required to make filings with the SEC or otherwise comply with the SEC rules relating to publicly held companies.

See Section 13 — “Certain Effects of the Offer.”

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If I decide not to tender, how will the Offer affect my Shares?

If the Offer is consummated and certain other conditions are satisfied, the Purchaser will merge with and into Quixote and all of the then outstanding Shares (other than Shares held (i) in the treasury of Quixote or by Trinity or the Purchaser, (ii) by any subsidiary of Trinity other than the Purchaser, or (iii) by stockholders who exercise appraisal rights under Delaware law with respect to such Shares) will be cancelled and converted in the Merger into the right to receive an amount in cash equal to the Offer Price, without interest thereon and less any required withholding taxes. If we accept and purchase Shares in the Offer, we will have sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of Quixote. Furthermore, if pursuant to the Offer or otherwise we own in excess of 90% of the outstanding Shares, we may effect the Merger without any further action by the stockholders of Quixote.

See Section 11 — “The Merger Agreement.”

If the Merger is consummated, Quixote’s stockholders who do not tender their Shares in the Offer will, unless they validly exercise appraisal rights (as described below), receive the same amount of cash per Share that they would have received had they tendered their Shares in the Offer. Therefore, if the Offer and the Merger are consummated, the only differences to you between tendering your Shares and not tendering your Shares in the Offer are that (i) you will be paid earlier if you tender your Shares in the Offer and (ii) appraisal rights will not be available to you if you tender Shares in the Offer but will be available to you in the Merger. See Section 17 — “Appraisal Rights.” However, if the Offer is consummated but the Merger is not consummated, the number of Quixote’s stockholders and the number of Shares that are still in the hands of the public may be so small that there will no longer be an active public trading market (or, possibly, there may not be any public trading market) for the Shares. Also, as described below, Quixote may cease making filings with the SEC or otherwise may not be required to comply with the rules relating to publicly held companies.

See the “Introduction” to this Offer to Purchase and Section 13 — “Certain Effects of the Offer.”

What is the market value of my Shares as of a recent date?

On December 30, 2009, the last full day of trading before the public announcement of the terms of the Offer and the Merger, the reported closing sales price of the Shares on NASDAQ was $2.95 per Share. On January 6, 2009, the last full day of trading before the commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $6.32 per Share. The Offer Price represents a premium of 180.1% over Quixote’s volume weighted average share price for the 20 trading days immediately preceding the public announcement of the Offer and the Merger and a premium of 116.3% over the closing price on the last full day of trading before the public announcement of the Offer and the Merger.

We encourage you to obtain a recent quotation for Shares in deciding whether to tender your Shares.

See Section 6 — “Price Range of Shares; Dividends.”

What is the “Purchaser Option” and when will it be exercised?

Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for, Shares pursuant to the Offer, we have the option, subject to certain limitations, to purchase from Quixote up to a number of additional Shares sufficient to cause us (including any of our subsidiaries) to own one share more than 90% of the Shares then outstanding at a price per Share equal to the Offer Price to enable us to effect a short-form merger without stockholder consent; provided, however, that the number of additional Shares purchased pursuant to such option cannot exceed that number equal to 19.9% of the Shares outstanding on the date of the Merger Agreement. We refer to this option as the “Purchaser Option.” We may exercise the Purchaser Option at any time within five business days after Purchaser’s acceptance of and payment for Shares pursuant to the Offer or a “subsequent offering period” in accordance with the terms of the Merger Agreement.

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Will I have appraisal rights in connection with the Offer?

No appraisal rights will be available to you in connection with the Offer. However, if we accept Shares in the Offer, stockholders will be entitled to appraisal rights in connection with the Merger if they do not tender Shares in the Offer and do not vote in favor of the Merger, subject to and in accordance with Delaware law. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights.

See Section 17 — “Appraisal Rights.”

What will happen to my employee stock options in the Offer?

The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Quixote stock plan (“Options”). Pursuant to the Merger Agreement, each Option (vested or unvested) that is outstanding immediately prior to the effective time of the Merger (i) with an exercise price less than the Offer Price, will be cancelled and terminated and converted at that time into the right to receive an amount in cash, without interest and less any required withholding taxes, equal to the excess of (x) the Offer Price over (y) the exercise price payable in respect of each share of Quixote common stock issuable under such Option and (ii) with an exercise price equal to or greater than the Offer Price and solely with respect to Options not held by certain specified employees of Quixote (the “Management Employees”) or any current directors of the Company, will be cancelled and terminated and converted at that time into the right to receive an amount in cash, without interest and less any required withholding taxes, equal to $0.40 in respect of each share of Quixote common stock issuable under such Option. Options with an exercise price equal to or greater than the Offer Price held by the Management Employees and any current directors of the Company will be cancelled and will not entitle the holder to receive any consideration in connection with the transactions contemplated by the Merger Agreement. See Section 11 — “The Merger Agreement — Quixote Stock Options.”

What will happen to the 7% Senior Subordinated Convertible Notes in the Offer and the Merger?

Quixote has outstanding 7% Senior Subordinated Convertible Notes due 2025 (the “Convertible Notes”), which are convertible into shares of Quixote common stock at any time at a conversion price per share of $25.90. We do not anticipate that any Convertible Notes will be converted into shares of Quixote common stock to be acquired in the Offer or the Merger at the current Offer Price. Holders of the Convertible Notes have the right to require Quixote to repurchase the Convertible Notes at a price equal to 100% of the outstanding principal amount plus accrued and unpaid interest on February 15, 2010 and as a result of the change of control of Quixote that is expected to occur as a result of the consummation of our purchase of Shares pursuant to the Offer. Quixote has stated in its public filings that it expects the holders of the Convertible Notes will exercise their right to require Quixote to repurchase the Convertible Notes on February 15, 2010.

If the consummation of the Merger occurs on or prior to February 15, 2010, Trinity currently intends to cause Quixote to repurchase all of the Convertible Notes for which holders have exercised their repurchase right and to then cause Quixote to redeem all (if any) of the remaining outstanding Convertible Notes pursuant to the terms of the Convertible Notes indenture, although Trinity reserves the right not to redeem the remaining outstanding Convertible Notes and otherwise to take any action it deems advisable at such time.

If the consummation of the Merger does not occur on or prior to February 15, 2010, Trinity expects that Quixote will repurchase, to the extent it has sufficient funds (including any funds that may be loaned to Quixote by Trinity pursuant to the terms of the Merger Agreement; see Section 11 — “The Merger Agreement — Loan to the Company”), all of the Convertible Notes for which holders have exercised their repurchase rights and then, if and when the Merger is consummated, Trinity currently intends to cause Quixote to redeem all of the remaining outstanding Convertible Notes pursuant to the terms of the Convertible Notes indenture, although Trinity reserves the right not to redeem the remaining outstanding Convertible Notes and otherwise to take any action it deems advisable at such time.

In any event, if the Merger is consummated, holders of the Convertible Notes will have the rights afforded them under the Convertible Notes indenture, including the right to convert into the right to be paid, without interest, the per Share merger consideration paid to holders of Shares in the Merger, although we do not anticipate that any holders of the Convertible Notes will elect to exercise this right given the current Offer Price.

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What are the material United States federal income tax consequences of tendering Shares?

The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This gain or loss will be a capital gain or loss if you hold your Shares as capital assets at the time of the sale or exchange. This gain or loss will be long-term capital gain or loss if you have held the Shares for more than one year as of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger. Certain limitations apply to the use of any capital losses. See Section 5 — “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer.

We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger.

Who should I call if I have questions about the Offer?

D.F. King & Co., Inc. is acting as the information agent (the “Information Agent”) and Merrill Lynch, Pierce, Fenner and Smith Incorporated (“BofA Merrill Lynch”) is acting as the dealer manager (the “Dealer Manager”) for our tender offer. See the back cover of this Offer to Purchase for additional contact information. You may call the Information Agent at 1-800-290-6427 (Toll Free) or the Dealer Manager at 1-888-803-9655 (Toll Free).

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To the Holders of Shares of
Common Stock of Quixote Corporation:

INTRODUCTION

We, THP Merger Co., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of Trinity Industries, Inc., a Delaware corporation (“Trinity”), are offering to purchase all outstanding shares of common stock, par value $0.012/3 per share (including the associated preferred stock purchase rights, the “Shares”), of Quixote Corporation, a Delaware corporation (“Quixote” or the “Company”), at a price of $6.38 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which collectively, as each may be amended or supplemented from time to time, constitute the “Offer”).

We are making the Offer pursuant to an Agreement and Plan of Merger, dated as of December 30, 2009 (as it may be amended from time to time, the “Merger Agreement”), by and among Trinity, the Purchaser and Quixote. The Merger Agreement provides, among other things, for the making of the Offer and also provides that following the consummation of the Offer and subject to certain conditions, the Purchaser will be merged with and into Quixote (the “Merger”) with Quixote continuing as the surviving corporation, wholly-owned by Trinity. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than Shares held (i) in the treasury of Quixote or by Trinity or the Purchaser, (ii) by any subsidiary of Trinity other than the Purchaser, or (iii) by stockholders who validly exercise their appraisal rights in connection with the Merger as described in Section 17 — “Appraisal Rights”) will be cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without interest thereon and less any required withholding taxes. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement” which also contains a discussion of the treatment of stock options and restricted stock.

Tendering stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by the Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions.

The Quixote Board of Directors (the “Quixote Board”), among other things, has unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and (ii) recommended that the stockholders of Quixote accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and, if required by applicable law, adopt the Merger Agreement.

The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition. The Minimum Condition requires that the number of Shares that has been validly tendered and not properly withdrawn at the expiration of the Offer together with the number of Shares (if any) then owned by Trinity or any of its subsidiaries represents at least 60% of the Shares then outstanding determined on a fully-diluted basis (on a “fully-diluted basis” meaning the number of Shares then issued and outstanding plus all shares which Quixote may be required to issue as of such date pursuant to options, warrants, rights, convertible or exchangeable securities (including the shares reserved for issuance upon exercise of Quixote’s 7% Senior Subordinated Convertible Notes) or similar obligations then outstanding, but only to the extent then vested or exercisable or capable of being vested or exercisable on or prior to (x) April 1, 2010 if no Shares have been purchased pursuant to the Offer or (y) July 1, 2010 if the sole reason the Merger has not been consummated on or before April 1, 2010 is that an injunction, judgment, order, decree or ruling of a Governmental Authority (as defined below) of competent jurisdiction is in effect and either Trinity or Quixote are still contesting the entry of such injunction, judgment, order, decree or ruling, in court or through other applicable proceedings (such applicable date, the “Walk-Away Date”)). The Offer also is subject to other conditions set forth in this Offer to Purchase. See Section 15 — “Certain Conditions of the Offer.”

Quixote has advised Trinity that Morgan Keegan & Company, Inc. (“Morgan”), Quixote’s financial advisor, rendered its written opinion to the Quixote Board to the effect that, as of December 28, 2009 and based upon and subject to the factors and assumptions set forth therein, the Offer Price to be received by the holders of Shares in the Offer and the Merger was fair from a financial point of view to such holders. The full text of the written opinion of Morgan, dated as of December 28, 2009, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in

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connection with such opinion, is attached as Annex II to Quixote’s Solicitation/Recommendation Statement on Schedule 14D-9 to be filed with the Securities and Exchange Commission (“SEC”) and which is being mailed to Quixote’s stockholders with this Offer to Purchase. Morgan provided its opinion for the information and assistance of the Quixote Board in connection with its consideration of the Offer and the Merger. The opinion of Morgan does not constitute a recommendation as to whether or not you should tender Shares in connection with the Offer or how you should vote with respect to the adoption of the Merger Agreement or any other matter.

Consummation of the Merger is conditioned upon, among other things, the adoption of the Merger Agreement by the requisite vote of stockholders of Quixote, if required by Delaware law. The affirmative vote of at least 60% of the outstanding Shares is the only vote of any class or series of Quixote’s capital stock that would be necessary to adopt the Merger Agreement at any required meeting of Quixote’s stockholders. If we accept and purchase Shares in the Offer, we will have sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of Quixote. In addition, Delaware law provides that if a corporation owns at least 90% of the outstanding shares of each class of stock of a subsidiary corporation entitled to vote on a merger, the corporation holding such stock may merge such subsidiary into itself, or itself into such subsidiary, without any action or vote on the part of the board of directors or the stockholders of such other corporation. Under the Merger Agreement, if, after the expiration of the Offer or the expiration of any subsequent offering period, the Purchaser owns at least 90% of the outstanding Shares (including Shares issued pursuant to the Purchaser Option), Trinity and Quixote are required to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of Shares, in accordance with Section 253 of the Delaware General Corporation Law (as amended, the “DGCL”).

This Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully and in its entirety before any decision is made with respect to the Offer.

THE TENDER OFFER

1.   Terms of the Offer.

The Purchaser is offering to purchase all of the outstanding Shares of Quixote. According to Quixote, as of December 29, 2009, there were 9,333,867 Shares issued and outstanding (including restricted stock), 895,499 shares of common stock of Quixote available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options and 1,621,622 shares of common stock of Quixote reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding convertible notes.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” The term “Expiration Date” means 12:00 midnight, New York City time, at the end of Thursday, February 4, 2010, unless we, in accordance with the Merger Agreement, extend the period during which the Offer is open, in which event the term “Expiration Date” means the latest time and date at which the Offer, as so extended, expires.

The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition and the other conditions described in Section 15 — “Certain Conditions of the Offer.”

The Merger Agreement provides that (i), subject to the parties’ respective rights to terminate the Merger Agreement in accordance with its terms, we must extend the Offer for one or more periods of not more than 10 business days each if, at the Expiration Date, any condition of the Offer has not been satisfied or waived; provided, however, that we are not required to extend the Offer beyond the Walk-Away Date, and (ii) we may elect to and, at the request of Quixote, must provide for a subsequent offering period of up to 20 business days in accordance with Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if, following the date on which the Purchaser accepts for payment Shares validly tendered and not withdrawn pursuant to the Offer (the “Purchase Date”), the number of Shares validly tendered and not withdrawn pursuant to the Offer, when taken together with Shares (if any) then owned by Trinity or any of its subsidiaries, constitutes less than 90% of the Shares then outstanding. Under the Merger Agreement, we will also extend the Offer for any period required by any rule, regulation or interpretation of the SEC or its staff that is applicable to the Offer.

We have agreed in the Merger Agreement that, without the consent of Quixote, we will not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the

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Offer, (iv) waive the Minimum Condition, (v) impose additional conditions to the Offer, (vi) modify or amend any of the conditions to the Offer or make other changes in the terms of the Offer that are in any manner adverse to the holders of Shares, or (vii) extend the Expiration Date in a manner other than in accordance with the Merger Agreement.

If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer.

Except as set forth above, and subject to the applicable rules and regulations of the SEC, we expressly reserve the right to waive any condition to the Offer (other than the Minimum Condition, which may not be waived without Quixote’s prior consent), increase the Offer Price and/or make any other changes in the terms of the Offer. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement, we currently intend to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC.

If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. In the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum 10 business day period generally is required to allow for adequate dissemination to stockholders and investor response.

If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration.

We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the expiration of the Offer, any of the conditions to the Offer have not been satisfied or upon the occurrence of any of the events set forth in Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer.

After the expiration of the Offer and acceptance of the Shares validly tendered in, and not withdrawn from, the Offer, we may decide pursuant to the Merger Agreement to provide for a subsequent offering period. A subsequent offering period, if included, will be an additional period of not less than three business days and up to 20 business days beginning on the next business day following the Expiration Date, during which any remaining stockholders may tender, but not withdraw, their Shares and receive the Offer Price. If we include a subsequent offering period, we will immediately accept and promptly pay for all Shares that were validly tendered during the initial offering period. During a subsequent offering period, tendering stockholders will not have withdrawal rights, and we will immediately accept and promptly pay for any Shares validly tendered during the subsequent offering period.

Other than as may be required by the terms of the Merger Agreement, we do not currently intend to provide a subsequent offering period for the Offer, although we reserve the right to do so. If we elect to provide for any subsequent offering period, a public announcement of such subsequent offering period will be made no later than 9:00 a.m., New York City time, on the next business day following the Expiration Date.

Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for, Shares pursuant to the Offer, we have the option (the “Purchaser Option”), exercisable upon the terms and conditions set forth in the Merger Agreement, to purchase from Quixote up to that number of Shares equal to a number of Shares

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that, when added to the number of Shares owned by Trinity or its subsidiaries immediately following consummation of the Offer or a “subsequent offering period”, will constitute one Share more than 90% of the Shares outstanding immediately after exercise of the Purchaser Option at a price per Share equal to the Offer Price; provided, however, that the number of additional Shares purchased pursuant to the Purchaser Option cannot exceed that number equal to 19.9% of the Shares outstanding on the date of the Merger Agreement. The Purchaser Option may be exercised by the Purchaser at any time within five business days after the Purchaser’s acceptance of and payment for Shares pursuant to the Offer or a “subsequent offering period” in accordance with the terms of the Merger Agreement.

Quixote has provided us with Quixote’s stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Quixote’s stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

2.   Acceptance for Payment and Payment for Shares.

Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 — “Certain Conditions of the Offer,” we will accept for payment and promptly pay for Shares validly tendered and not withdrawn pursuant to the Offer on or after the Expiration Date. If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law. See Section 16 — “Certain Legal Matters; Regulatory Approvals.”

In all cases, we will pay for Shares accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the “Share Certificates”) or confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

The term “Agent’s Message” means a message, transmitted by DTC to and received by the Depositary and forming a part of a Book-Entry Confirmation, that states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Purchaser may enforce such agreement against such participant.

For purposes of the Offer, we will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn as, if and when we give oral or written notice to the Depositary of our acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price for such Shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from us and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. If we extend the Offer, are delayed in our acceptance for payment of Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights” and as otherwise required by Rule 14e-1(c) under the Exchange Act. Under no circumstances will we pay interest on the purchase price for Shares by reason of any extension of the Offer or any delay in making such payment.

If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates evidencing unpurchased Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedure set forth in Section 3 — “Procedures for Accepting the Offer and

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Tendering Shares,” such Shares will be credited to an account maintained at DTC), as promptly as practicable following the expiration or termination of the Offer.

3.   Procedures for Accepting the Offer and Tendering Shares.

Valid Tenders.  In order for a stockholder to validly tender Shares pursuant to the Offer, either (i) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by the Letter of Transmittal must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and either (A) the Share Certificates evidencing tendered Shares must be received by the Depositary at such address or (B) such Shares must be tendered pursuant to the procedure for book-entry transfer described below and a Book- Entry Confirmation must be received by the Depositary, in each case prior to the Expiration Date or (ii) the tendering stockholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery.”

Book-Entry Transfer.  The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedure described below. Delivery of documents to DTC does not constitute delivery to the Depositary.

Signature Guarantees.  No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing in the Security Transfer Agents Medallion Program or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 of the Exchange Act (each an “Eligible Institution” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in, the name(s) of a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Guaranteed Delivery.  If a stockholder desires to tender Shares pursuant to the Offer and the Share certificates evidencing such stockholder’s Shares are not immediately available or such stockholder cannot deliver the Share Certificates and all other required documents to the Depositary prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied:

•  such tender is made by or through an Eligible Institution;

•  a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by us, is received prior to the Expiration Date by the Depositary as provided below; and

•  the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by the Letter of Transmittal are received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery.

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The Notice of Guaranteed Delivery may be delivered by hand or transmitted by manually signed facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by the Purchaser.

Notwithstanding any other provision of this Offer, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through DTC, is at the option and risk of the tendering stockholder, and the delivery of all such documents will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, as well as the tendering stockholder’s representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Determination of Validity.  All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, which determination shall be final and binding on all parties. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. None of the Purchaser, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Appointment.  By executing the Letter of Transmittal as set forth above, the tendering stockholder will irrevocably appoint designees of the Purchaser as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by the Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, we accept for payment Shares tendered by such stockholder as provided herein. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). The designees of the Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of Quixote’s stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment of such Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares and other related securities or rights, including voting at any meeting of stockholders.

Information Reporting and Backup Withholding.  Payments made to stockholders of Quixote in the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding (currently at a rate of 28%). To avoid backup withholding, stockholders that do not otherwise establish an exemption should complete and return the Form W-9

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included in the Letter of Transmittal, certifying that such stockholder is a U.S. person, that the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Certain stockholders (including corporations) generally are not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a person’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

4.   Withdrawal Rights.

Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable.

Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after March 7, 2010.

For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share certificates, the serial numbers shown on such Share certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares.

Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date.

No withdrawal rights will apply to Shares tendered during a subsequent offering period, and no withdrawal rights apply during the subsequent offering period with respect to Shares tendered in the Offer and accepted for payment. See Section 1 — “Terms of the Offer.”

We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal and our determination will be final and binding. None of the Purchaser, the Depositary, the Dealer Manager, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

5.   Certain United States Federal Income Tax Consequences.

The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to stockholders of Quixote whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger. The summary is for general information only and does not purport to consider all aspects of United States federal income taxation that might be relevant to stockholders of Quixote. The summary is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary regulations thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with retroactive effect. The summary applies only to stockholders of Quixote in whose hands Shares are capital assets within the meaning of Section 1221 of the Code. This summary does not address foreign, state or local tax consequences of the Offer or the Merger, nor does it purport to address the U.S. federal income tax consequences of the transactions to stockholders who will actually or constructively (under the rules of Section 318 of the Code) own any stock of Quixote following the Offer and the Merger or to special classes of taxpayers (e.g., foreign taxpayers, small business investment companies, regulated investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, banks and certain other financial institutions, insurance companies, tax-exempt organizations, retirement plans, shareholders that are, or hold Shares through, partnerships or other pass-through entities for U.S. federal income tax purposes, U.S. persons whose functional currency is not the U.S. dollar, dealers in securities or foreign currency, traders that mark-to-market their securities, expatriates and former long-term residents of the United States, persons subject to the alternative minimum tax, and

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shareholders holding Shares that are part of a straddle, hedging, constructive sale or conversion transaction or who received Shares under Quixote’s 1991 Director Stock Option Plan, 2001 Employee Stock Incentive Plan, 2001 Non-Employee Directors Stock Option Plan or pursuant to the exercise of employee stock options or otherwise as compensation). In addition, this summary does not address U.S. federal taxes other than income taxes. This summary assumes that the Shares are not United States real property interests within the meaning of Section 897 of the Code.

Because individual circumstances may differ, each stockholder should consult its, his or her own tax advisor to determine the applicability of the rules discussed below and the particular tax effects of the Offer and the Merger on a beneficial holder of Shares, including the application and effect of the alternative minimum tax and any state, local and foreign tax laws and of changes in such laws.

The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes. In general, a stockholder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received (determined before the deduction of any withholding tax) and the stockholder’s adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction) tendered pursuant to the Offer or exchanged for cash pursuant to the Merger. Such gain or loss will be long-term capital gain or loss provided that a stockholder’s holding period for such Shares is more than one year at the time of consummation of the Offer or the Merger, as the case may be. Capital gains recognized by an individual upon a disposition of a Share that has been held for more than one year generally will be subject to a maximum United States federal income tax rate of 15%. In the case of a Share that has been held for one year or less, such capital gains generally will be subject to tax at ordinary income tax rates. Certain limitations apply to the use of a stockholder’s capital losses.

A stockholder whose Shares are purchased in the Offer or exchanged for cash pursuant to the Merger is subject to information reporting and may be subject to backup withholding unless certain information is provided to the Depositary or an exemption applies. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

6.   Price Range of Shares; Dividends.

The Shares currently trade on the NASDAQ Global Market (“NASDAQ”) under the symbol “QUIX.” According to Quixote, as of December 29, 2009, there were 9,333,867 Shares issued and outstanding (including restricted stock), 895,499 shares of common stock of Quixote available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding options and 1,621,622 shares of common stock of Quixote reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding convertible notes.

The following table sets forth, for the periods indicated, the high and low sale prices per Share for each quarterly period within the three preceding fiscal years, as reported by NASDAQ based on published financial sources.

	High		Low
Year Ended June 30, 2008
First Quarter	$	20.36	$	17.26
Second Quarter		20.25		17.00
Third Quarter		19.33		7.00
Fourth Quarter		12.70		7.88
Year Ended June 30, 2009
First Quarter	$	10.54	$	7.17
Second Quarter		8.21		4.43
Third Quarter		6.72		1.77
Fourth Quarter		3.69		2.35
Year Ended June 30, 2010
First Quarter	$	2.85	$	1.80
Second Quarter		6.38		1.75
Third Quarter (through January 6, 2010)		6.35		6.29

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On December 30, 2009, the last full day of trading before the public announcement of the terms of the Offer and the Merger, the reported closing sales price of the Shares on NASDAQ was $2.95 per Share. On January 6, 2010, the last full day of trading before the commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $6.32 per Share. The Offer Price represents a premium of 180.1% over Quixote’s volume weighted average share price for the 20 trading days immediately preceding the public announcement of the Offer and the Merger and a premium of 116.3% over the closing price on the last full day of trading before the public announcement of the Offer and the Merger.

During the fiscal year ended June 30, 2008, Quixote declared two semiannual cash dividends, each equal to $0.20 per Share. According to Quixote’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009, in December 2008, the Quixote Board voted to suspend its semiannual cash dividend to conserve cash resources. Additionally, Quixote’s bank credit agreement, as amended in February 2009, and the Merger Agreement directly limit the ability of Quixote to declare, set aside, make or pay any dividends.

Stockholders are urged to obtain a current market quotation for the Shares.

7.   Certain Information Concerning Quixote.

Except as specifically set forth herein, the information concerning Quixote contained in this Offer to Purchase has been taken from or is based upon information furnished by Quixote or its representatives or upon publicly available documents and records on file with the SEC and other public sources. The summary information set forth below is qualified in its entirety by reference to Quixote’s public filings with the SEC (which may be obtained and inspected as described below) and should be considered in conjunction with the more comprehensive financial and other information in such reports and other publicly available information. We have no knowledge that would indicate that any statements contained herein based on such documents and records are untrue. However, we do not assume any responsibility for the accuracy or completeness of the information concerning Quixote, whether furnished by Quixote or contained in such documents and records, or for any failure by Quixote to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to us.

General.  Quixote is a Delaware corporation with its principal offices located at 35 East Wacker Drive, Chicago, Illinois 60601. The telephone number for Quixote is (312) 467-6755. The following description of Quixote and its business has been taken from Quixote’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009 (less the portion of the description contained therein related to Quixote’s former “Inform” division, which was divested by Quixote on December 18, 2009) and is qualified in its entirety by reference to such Form 10-K. Quixote, through its subsidiaries, develops, manufactures and markets highway and transportation safety products to direct and inform motorists and road workers in both domestic and international markets. Quixote manufactures and sells highway and transportation safety products through its Protect and Direct business segment. The Protect and Direct segment provides solutions for improving safety on roads either by minimizing the severity of crashes that occur or by preventing crashes from occurring by directing or guiding traffic. The primary product lines within the Protect and Direct segment include energy-absorbing products such as crash cushions, truck and trailer mounted attenuators, sand-filled barrels and water-filled barriers, and directing and guiding products such as flexible post delineators and glare screen systems.

Available Information.  The Shares are registered under the Exchange Act. Accordingly, Quixote is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. Information as of particular dates concerning Quixote’s directors and officers, their remuneration, stock options granted to them, the principal holders of Quixote’s securities, any material interests of such persons in transactions with Quixote and other matters is required to be disclosed in proxy statements, the last one having been filed with the SEC on October 13, 2009 and distributed to Quixote’s stockholders. Such information also will be available in Quixote’s Solicitation/Recommendation Statement on Schedule 14D-9 and the Information Statement annexed thereto. Such reports, proxy statements and other information are available for inspection at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy statements and other information regarding registrants, including Quixote, that file electronically with the SEC.

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8.   Certain Information Concerning Trinity and the Purchaser.

Trinity is a Delaware corporation. Trinity’s principal executive offices are located at 2525 Stemmons Freeway, Dallas, Texas 75207. The telephone number of Trinity’s principal executive offices is (214) 631-4420. Trinity is a multi-industry company that owns a variety of market-leading businesses which provide products and services to the industrial, energy, transportation and construction sectors. Trinity has operations in the following five principal business segments:

•  The Rail Group:  The Rail Group is the leading freight railcar manufacturer in North America. The Rail Group provides a full complement of railcars used for transporting a wide variety of liquids, gases, and dry cargo.

•  The Railcar Leasing and Management Services Group:  The Railcar Leasing and Management Services Group is a provider of leasing and management services and an important strategic resource that uniquely links the Rail Group with Trinity’s customers.

•  The Inland Barge Group:  The Inland Barge Group manufactures a variety of dry cargo barges, such as deck barges, and open or covered hopper barges that transport various commodities, such as grain, coal, and aggregates. The Inland Barge Group also manufactures tank barges used to transport liquid products.

•  The Construction Products Group:  The Construction Products Group produces concrete, aggregates, and asphalt and manufactures highway products as well as beams and girders used in highway bridge construction.

•  The Energy Equipment Group:  The Energy Equipment Group manufactures tank containers and tank heads for pressure vessels, propane tanks, and structural wind towers.

The Purchaser is a Delaware corporation and a wholly-owned subsidiary of Trinity. The Purchaser was organized by Trinity to acquire Quixote and has not conducted any unrelated activities since its organization. All outstanding shares of the capital stock of the Purchaser are wholly-owned by Trinity. The Purchaser’s principal executive offices are located at the same address as Trinity’s principal executive office listed above, and its telephone number at that address is the same telephone number as Trinity’s telephone number listed above.

The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of Purchaser and Trinity are listed in Schedule I to this Offer to Purchase.

During the last five years, none of the Purchaser, Trinity or, to the best knowledge of the Purchaser and Trinity, any of the persons listed in Schedule I to this Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws.

Trinity beneficially owns 404,700 Shares, which Shares represent approximately 4.3% of the Shares issued and outstanding as of December 29, 2009. Except as described above, in this Offer to Purchase or on Schedule I hereto, (i) none of Trinity, the Purchaser or, to the best knowledge of Trinity and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority-owned subsidiary of Trinity or the Purchaser or any of the persons so listed beneficially owns or has any right to acquire, directly or indirectly, any Shares and (ii) none of Trinity, the Purchaser or, to the best knowledge of Trinity and the Purchaser, any of the persons or entities referred to Schedule 1 hereto nor any director, executive officer or subsidiary of any of the foregoing has effected any transaction in the Shares during the past 60 days.

Except as provided in the Merger Agreement or as otherwise described in this Offer to Purchase, none of Trinity, the Purchaser or, to the best knowledge of Trinity and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Quixote, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Except as set forth in this Offer to Purchase, none of Trinity, the Purchaser or, to the best knowledge of Trinity and the Purchaser, any of the persons listed on Schedule I hereto, has had any business relationship or transaction with Quixote or any of its executive officers, directors or affiliates that is required to be reported under the rules and regulations of the SEC applicable to the Offer. Except as set forth in this Offer to Purchase, there have been no contacts, negotiations or transactions between Trinity or any of its subsidiaries or, to the best knowledge of Trinity, any of the persons listed in Schedule I to this Offer to

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Purchase, on the one hand, and Quixote or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets during the past two years.

Available Information.  Pursuant to Rule 14d-3 under the Exchange Act, the Purchaser and Trinity have filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”), of which this offer to purchase forms a part, and exhibits to the Schedule TO. Additionally, Trinity is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. The Schedule TO and the exhibits thereto, as well as such reports, proxy statements and other information filed by Trinity with the SEC, are available for inspection at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Copies of such information may be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains the Schedule TO and the exhibits thereto and other information that Trinity has filed electronically with the SEC.

9.   Source and Amount of Funds.

The Purchaser estimates that it will need approximately $63 million to purchase all of the Shares pursuant to the Offer and to consummate the Merger (which estimate includes payment in respect of certain outstanding options) and to pay related fees and expenses. On September 30, 2009, Trinity had $545.4 million in cash and cash equivalents and $516.3 million in borrowing availability under its existing credit facilities.

Trinity will provide the Purchaser with sufficient funds to purchase all Shares properly tendered in the Offer and to provide funding for the Merger with Quixote, which is expected to follow the successful completion of the Offer in accordance with the terms and conditions of the Merger Agreement. The Offer is not conditioned upon Trinity’s or the Purchaser’s ability to finance the purchase of Shares pursuant to the Offer. Trinity expects to obtain the necessary funds from existing cash balances.

The Purchaser does not think its financial condition is relevant to a decision by the holders of Shares whether to tender Shares and accept the Offer because:

•  the Offer is being made for all outstanding Shares solely for cash;

•  the Purchaser, through its parent company, Trinity, will have sufficient funds available to purchase all Shares successfully tendered in the Offer in light of Trinity’s financial capacity in relation to the amount of consideration payable;

•  the Offer is not subject to any financing condition; and

•  if the Purchaser consummates the Offer, it expects to acquire any remaining Shares for the same cash price in the Merger.

10.   Background of the Offer; Past Contacts or Negotiations with Quixote.

As part of its ongoing evaluation of Trinity’s business and strategic direction, our board of directors and senior members of our management, on occasion with the assistance of outside legal and financial advisors, have from time to time evaluated strategic alternatives and prospects for acquisitions. One focus of these strategic alternatives has included Trinity expanding its offerings of highway products. Over the past several years, through commercial dealings and other relationships, members of our senior management team, including Mr. Timothy R. Wallace, Trinity’s Chairman, Chief Executive Officer and President, have become familiar with Quixote’s capabilities in the highway products industry and acquainted with certain members of Quixote’s senior management. Through those relationships, Trinity’s senior management team and board of directors began to seriously evaluate Quixote as an acquisition candidate.

In June 2008, J.P. Morgan Securities Inc. (“JPMorgan”) began actively advising Quixote on strategic alternatives. On July 10, 2008, Quixote engaged JPMorgan to serve as its financial advisor with respect to possible strategic alternatives.

On June 26, 2008, at JPMorgan’s invitation, Mr. William A. McWhirter II, Trinity’s Senior Vice President and Chief Financial Officer, and Mr. John M. Lee, Trinity’s Vice President, Business Development, met with Mr. Philip Cavatoni, Mr. Ryan Fiedler and Mr. Erik Saito of JPMorgan at JPMorgan’s Chicago, IL office. Mr. Cavatoni inquired as to Trinity’s level

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of interest in a possible transaction with Quixote. Mr. McWhirter indicated that Trinity was potentially interested in acquiring Quixote. During this meeting, the parties did not propose or discuss specific terms of an acquisition.

On October 17, 2008, Trinity and Quixote entered into a confidentially agreement that contained customary mutual standstill and non-solicitation provisions for a period of twelve months.

On October 20, 2008, senior members of Quixote’s management, including Mr. Leslie J. Jezuit, Quixote’s Chairman (and Chief Executive Officer at that time), Mr. Daniel P. Gorey, Quixote’s Executive Vice President, Chief Financial Officer and Treasurer, Ms. Joan R. Riley, Vice President and General Counsel of Quixote, and Ms. Ann Voss, Quixote’s Corporate Controller, met with Messrs. Wallace and McWhirter, Mr. Mark W. Stiles, Trinity’s Senior Vice President and Group President, and Mr. S. Theis Rice, Trinity’s Vice President and Chief Legal Officer in JPMorgan’s Chicago, IL office. During the course of the meeting, Quixote made a presentation to Trinity, and the parties discussed the potential strategic benefits and synergies of a possible acquisition of Quixote by Trinity. During this meeting, the parties did not propose or discuss specific terms of an acquisition.

On October 30, 2008, Mr. McWhirter sent a letter to Mr. Cavatoni offering to acquire all of the outstanding shares of common stock of Quixote for a purchase price range of $9.50 to $10.50 per share in cash, subject to confirmatory due diligence and customary closing conditions. By a subsequent telephone call from Trinity’s financial advisor, Banc of America Securities LLC (“BofA Merrill Lynch”), on behalf of Trinity, to JPMorgan, Trinity raised its offer price to $11.50 a share.

During November 2008, Trinity conducted documentary and other due diligence of materials made available by Quixote via an online data room.

On December 1, 2008, Mr. McWhirter called Mr. Gorey to inform him of Trinity’s decision to terminate discussions based on the reassessment of Trinity’s operational and financial needs in light of the prevailing economic uncertainties, while expressing their continuing interest in acquiring Quixote.

On December 4, 2008, Mr. Rice received a letter from Ms. Riley, requesting that Trinity promptly return or destroy all confidential information it had received in connection with the potential transaction, which employees of Trinity promptly complied with.

On December 5, 2008, Mr. Wallace called Mr. Jezuit to explain Trinity’s decision to end discussions with respect to an acquisition of Quixote.

In early 2009, senior members of Trinity’s management, during the course of Trinity’s regular operations, discussed strategic options for expanding Trinity’s highway products offerings and considered whether Trinity should resume discussions with Quixote regarding a possible acquisition.

From May through November 2009, Trinity analyzed publicly available information regarding Quixote as it considered whether to move forward with a potential acquisition.

On July 10, 2009, JP Morgan’s engagement with Quixote was terminated.

On September 1, 2009, Quixote announced that it had engaged Morgan in connection with various strategic alternatives, including refinancing Quixote’s convertible notes and selling all or parts of Quixote.

On October 16, 2009, Mr. McWhirter and Mr. Stiles met with Mr. Jezuit and Mr. Gorey to discuss the possibility of Trinity acquiring Quixote’s Protect and Direct business segment. Mr. Jezuit and Mr. Gorey indicated that Quixote was not interested in selling the Protect and Direct business segment.

On October 17, 2009, the standstill period and the standstill provisions expired in the confidentiality agreement. The Company requested that Trinity extend the standstill provisions following their expiration, but Trinity declined.

On November 12, 2009, Mr. McWhirter sent a letter to Mr. Jezuit offering to acquire all of the outstanding shares of common stock of Quixote for a purchase price of $5.00 per share in cash, subject to confirmatory due diligence and customary closing conditions.

On November 13, 2009, Mr. Jezuit contacted Mr. McWhirter by telephone to inform him that Quixote would respond after its annual stockholder meeting on November 19, 2009.

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On November 24, 2009, Mr. Jezuit contacted Mr. McWhirter and indicated that Trinity’s proposed price of $5.00 per share was below a level that he could recommend to the Quixote Board.

On December 1, 2009, Mr. McWhirter sent a revised letter to Mr. Jezuit offering to acquire all of the outstanding shares of common stock of Quixote for a purchase price of $6.00 per share in cash, subject to confirmatory due diligence and customary closing conditions. In addition, Trinity agreed to increase the purchase price by the per share amount by which the net proceeds from the sale of the Inform business segment exceeded $18 million; provided that the aggregate consideration paid by Trinity shall not increase by more than $2 million (the “Inform Adjustment”).

On December 7, 2009, Morgan contacted BofA Merrill Lynch with Quixote’s counteroffer to Trinity of $6.50 per share in cash plus the Inform Adjustment, if any.

On December 8, 2009, the Trinity board of directors held a regular meeting during which it discussed Trinity’s offer to acquire Quixote. The Trinity board of directors approved the acquisition of Quixote within certain timing, structural and valuation parameters, and authorized certain Trinity executive officers to manage the transaction process and enter into the Merger Agreement and ancillary agreements on Trinity’s behalf.

On December 10, 2009, Mr. McWhirter responded to Quixote’s counteroffer by sending another letter to Mr. Jezuit offering to acquire all of the outstanding shares of common stock of Quixote for a purchase price of $6.25 per share in cash plus the Inform Adjustment if any, subject to confirmatory due diligence and customary closing conditions.

On December 11, 2009, Morgan held several telephonic discussions with BofA Merrill Lynch to discuss Trinity’s counteroffer, in particular to discuss the calculation of the net proceeds from the sale of the Inform business segment. With respect to such calculation, Quixote requested, and Trinity agreed, that the amount set aside for escrow purposes would be excluded from the calculation of net proceeds, and that net proceeds would be calculated based solely upon the gross proceeds less any fees and expenses directly attributable to the Inform transaction.

On December 14, 2009, Morgan contacted BofA Merrill Lynch stating that, in light of Trinity’s most recent proposal, Quixote would work with Trinity on due diligence and negotiating an acceptable merger agreement. On December 15, 2009, Mr. Gorey and Ms. Voss from Quixote and a representative from Morgan, who were in Dallas, TX in connection with the negotiation of Quixote’s sale of its Inform segment to a third party, met with Messrs. Wallace, McWhirter, Stiles, Rice and Lee at Trinity’s Dallas, TX office to discuss potential transaction timing, structure and other matters. In addition, at the December 15, 2009 meeting, Trinity delivered the first draft of the Merger Agreement and an initial due diligence request list to Quixote.

On December 16, 2009, representatives of Trinity, including Weil, Gotshal & Manges LLP (“Weil Gotshal”) began to conduct documentary and other due diligence of materials made available by Quixote via an online data room. Trinity and its advisors continued to conduct remote due diligence of Quixote until December 29, 2009. During this period, representatives of Trinity met with representatives of Quixote at its Chicago, IL headquarters to conduct accounting, tax and operational due diligence and participated in follow-up diligence calls and meetings. During this time, Quixote and Holland & Knight LLP (“Holland & Knight”) also provided Trinity and Weil Gotshal with additional information in response to Trinity’s initial and follow-up information requests.

On December 22 and 23, 2009, Messrs. McWhirter, Rice and Lee and Mr. James Perry, Trinity’s Vice President and Treasurer, from Trinity, Mr. Bruce C. Reimer, Quixote’s Chief Executive Officer and President, Mr. Gorey from Quixote and representatives from the companies’ respective legal and financial advisors met at Holland & Knight’s Chicago, IL office. During these meetings, the companies substantially finalized the terms of Trinity’s offer to purchase Quixote’s outstanding shares of common stock and substantially completed the Merger Agreement negotiations.

On December 22, 2009, Holland & Knight provided the first revised draft of the Merger Agreement to Weil Gotshal, reflecting comments from Quixote. Later that day, on December 22, 2009, Weil Gotshal provided another revised draft of the Merger Agreement to Holland & Knight, reflecting comments from Trinity. During the course of the discussions on December 22, 2009 and December 23, 2009, Trinity and Quixote agreed to increase the purchase price to $6.36 per share in cash (taking into consideration the Inform Adjustment). Both parties also agreed to further analyze the fees and expenses from Quixote’s sale of its Inform business segment in order to determine the final purchase price per share.

On December 23, 2009, Holland & Knight circulated a draft of the disclosure letter to the Merger Agreement to Weil Gotshal. From December 24, 2009 through December 28, 2009, negotiations on the Merger Agreement, the related disclosure

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letter and related ancillary documents continued among representatives of Trinity, Quixote, Weil Gotshal and Holland & Knight.

On December 29, 2009 and December 30, 2009, representatives from Trinity, Quixote, Weil Gotshal and Holland & Knight convened at Holland & Knight’s Chicago, IL office to finalize documents for signing and prepare for the parties’ signing the Merger Agreement on December 30, 2009. During such period, the parties agreed to increase the purchase price to $6.38 (taking into consideration the Inform Adjustment), and finalized the disclosure letter and the ancillary documents related to the Merger Agreement.

On the morning of December 29, 2009, Quixote advised Trinity that the Quixote Board held a meeting on the afternoon of December 28, 2009 and the morning of December 29, 2009, during which it unanimously (i) approved and declared it advisable that Quixote enter into the Merger Agreement, (ii) determined that the terms of the Offer, the Merger and the other transactions contemplated thereby were advisable, and in the best interests of, Quixote and its stockholders, (iii) approved the merger agreement, approved the transactions contemplated thereby and recommended that Quixote’s stockholders accept the Offer and tender their Shares pursuant to the Offer and, if applicable, vote in favor of the approval and adoption of the Merger Agreement, (iv) approved all other actions necessary to exempt the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby from any state takeover law, including any “fair price,” “moratorium,” “control share acquisition,” “business combination,” or other similar statute or regulation, and (v) approved an amendment to the Rights Agreement to exempt the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby from the effects of the Rights Agreement and provide for the termination of the Rights Agreement as of the Effective Time of the Merger.

On the morning of December 30, 2009, representatives of Quixote and representatives of Parent and the Purchaser executed the definitive Merger Agreement and finalized the disclosure letter and ancillary documents related to the Merger Agreement. After the close of trading for the day on NASDAQ, the parties issued a joint press release announcing the Merger Agreement and the transactions contemplated thereby.

11.   The Merger Agreement

The following is a summary of the material provisions of the Merger Agreement. The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as an exhibit to the Schedule TO and is incorporated herein by reference. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement is not intended to provide you with any other factual information about Trinity, the Purchaser or Quixote. Such information can be found elsewhere in this Offer to Purchase.

The Offer.  The Merger Agreement provides for the commencement of the Offer by the Purchaser as promptly as reasonably practicable, but in no event later than seven business days after the date of the initial public announcement of the Merger Agreement, which was December 30, 2009. The Offer was commenced on January 7, 2010. The obligations of the Purchaser to accept for payment, and pay for, Shares tendered pursuant to the Offer are subject to the satisfaction or waiver of certain conditions that are described in Section 15 — “Certain Conditions of the Offer.” The Merger Agreement provides that each Quixote stockholder who validly tenders and does not withdraw Shares in the Offer will receive $6.38 for each Share tendered, net to the stockholder in cash, without interest (less required withholding taxes). The Purchaser expressly reserves the right to increase the Offer Price, to waive any condition to the Offer and/or make any other changes in the terms of the Offer, except that without the prior written consent of Quixote, the Purchaser shall not (i) decrease the Offer Price; (ii) change the form of consideration payable in the Offer; (iii) reduce the maximum number of Shares to be purchased in the Offer; (iv) impose conditions to the Offer in addition to the conditions set forth in Section 15 — “Certain Conditions of the Offer”; (v) waive the Minimum Condition; (vi) amend or modify any of the conditions to the Offer or make other changes in the terms of the Offer that are in any manner adverse to the holders of Shares; or (vii) extend the Expiration Date in a manner other than in accordance with the Merger Agreement.

Extensions of the Offer; Subsequent Offering Period.  The Merger Agreement provides that the Purchaser must (i) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (“SEC”) or the staff thereof applicable to the Offer, and (ii), subject to the parties’ respective rights to terminate the Merger Agreement, extend the Offer for one or more periods of not more than 10 business days each if, at the scheduled expiration date, any condition of the Offer has not been satisfied or waived; provided, however, that, with respect to subclause (ii), the Purchaser will not be required to extend the Offer beyond (x) April 1, 2010 if no Shares have been purchased pursuant to the Offer or (y) July 1,

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2010 if the sole reason the Merger has not been consummated on or before April 1, 2010 is that an injunction, judgment, order, decree or ruling of any government, court, arbitrator, regulatory or administrative agency, commission or authority or other governmental instumentality, federal, state or local, domestic, foreign or multinational (each a “Governmental Authority”) of competent jurisdiction is in effect and either Trinity or Quixote are still contesting the entry of such injunction, judgment, order, decree or ruling, in court or through other applicable proceedings (such applicable date, the “Walk-Away Date”). In addition, if the number of Shares validly tendered and not withdrawn pursuant to the Offer, when taken together with the Shares (if any) then owned by Trinity or any of its subsidiaries, constitute less than 90% of the Shares then outstanding, the Purchaser may, and, at the request of Quixote, must, provide for a subsequent offering period for up to 20 business days, in accordance with Rule 14d-11 promulgated under the Exchange Act, following the Purchaser’s acceptance for payment of the Shares validly tendered and not withdrawn pursuant to the Offer.

Purchaser Option.  Quixote granted the Purchaser an option to purchase from Quixote up to that number of newly issued shares of Quixote common stock (the “Purchaser Option Shares”) equal to the number of Shares that, when added to the number of Shares owned by Trinity and its subsidiaries immediately following consummation of the Offer or a “subsequent offering period”, constitutes one share more than 90% of the number of Shares that would be outstanding immediately after the issuance of Shares pursuant to the exercise of the Purchaser Option. The exercise price for each Share acquired in the Purchaser Option is equal to the Offer Price. The exercise of the Purchaser Option by the Purchaser is subject to certain conditions set forth in Section 1.5 of the Merger Agreement. The Merger Agreement provides that the Purchaser Option will not be exercisable unless (i) immediately after such exercise the Purchaser would own at least one more Share than 90% of the Shares then outstanding on a fully diluted basis (assuming the issuance of the Purchaser Option Shares), and (ii) the number of Purchaser Option Shares shall not exceed that number equal to 19.9% of the Shares outstanding on the date of the Merger Agreement. The aggregate purchase price payable for the Shares being purchased by the Purchaser pursuant to the Purchaser Option will be payable, at the option of Trinity, in either (x) immediately available funds by wire transfer to an account designated by Quixote or (y) immediately available funds by wire transfer to an account designated by the Company in an amount equal to not less than the aggregate par value of the Purchaser Option Shares and an unsecured promissory note from the Purchaser having a principal amount equal to the balance of the aggregate purchase price for the Purchaser Option Shares. The Purchaser Option may be exercised by the Purchaser at any time within five business days after the Purchaser’s acceptance of and payment for Shares pursuant to the Offer or a “subsequent offering period” in accordance with the terms of the Merger Agreement.

Directors and Officers.  Following the Purchase Date and for so long as Trinity and its subsidiaries hold at least 60% of the then outstanding Shares, Trinity will be entitled to elect or designate to serve on the Quixote Board the number of directors (rounded up to the next whole number) determined by multiplying the total number of directors on the Quixote Board (giving effect to the directors elected or designated by Trinity pursuant to this sentence) by a fraction having a numerator equal to the aggregate number of Shares then beneficially owned by Trinity and its subsidiaries, and having a denominator equal to the total number of Shares then issued and outstanding. Following the Purchase Date, if requested by Trinity prior to the Effective Time, Quixote will cause such directors of Quixote and/or its subsidiaries as specified by Trinity, to tender their resignations as directors, effective upon the Effective Time or increase the size of such board of directors as necessary. Following the Purchase Date, and at all times thereafter, Quixote will, upon Trinity’s request and subject to compliance with applicable law, promptly cause persons designated by Trinity to become directors of the Quixote Board (or any committee thereof or any board of directors or similar governing bodies of Quixote subsidiaries, as specified by Trinity) such that the number of Trinity’s designees to the Quixote Board (or any such committee or other board of directors or governing body specified by Trinity) will be proportional to Trinity and its subsidiaries combined percentage ownership of the Shares. In the event that Trinity directors are elected or designated to the Quixote Board, the Merger Agreement provides that until the Effective Time of the Merger, Quixote will cause the Quixote Board to maintain two directors who were directors prior to the execution of the Merger Agreement, each of whom (x) is not an officer of Quixote or any subsidiary of Quixote, (y) qualifies as an “independent director” as defined in NASDAQ Rule 4200(a)(15)(B) and (z) is eligible to serve on Quixote’s audit committee under applicable Exchange Act and NASDAQ rules (the “Independent Directors”). If the number of Independent Directors is reduced below two for any reason, unless the remaining Independent Director elects or designates another person (or persons) who satisfies the foregoing independence requirements to fill such vacancy, the remaining directors shall be required to designate such person (or persons) and such person (or persons) shall be deemed to be Independent Directors. Quixote will take all actions required to permit Trinity’s designees to be so elected in accordance herewith, to the extent permitted by applicable law and the rules of NASDAQ and subject to certain conditions specified in the Merger Agreement.

The Merger.  The Merger Agreement provides that, at the effective time of the Merger (the “Effective Time”), the Purchaser will be merged with and into Quixote, with Quixote being the surviving corporation (the “Surviving Corporation”).

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Following the Merger, the separate existence of the Purchaser will cease, and Quixote will continue as the Surviving Corporation, wholly-owned by Trinity. The directors of the Purchaser immediately prior to the Effective Time will be the initial directors of the Surviving Corporation.

Pursuant to the Merger Agreement, at the Effective Time, each Share held in treasury by Quixote and each Share that is owned by Trinity or the Purchaser will be cancelled and will cease to exist, without any conversion thereof and no payment will be made with respect thereto. Any Shares owned by a subsidiary of Trinity other than the Purchaser will be converted into and become validly issued, fully paid and nonassessable shares of common stock, par value $.01 per share, of the Surviving Corporation. Any Shares that are owned by a subsidiary of Quixote will remain outstanding, with appropriate adjustment to the number thereof to preserve each subsidiary’s relative percentage ownership.

Each Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined below) and Shares to be cancelled or converted in accordance with the preceding paragraph) shall be converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), payable to the holder thereof in accordance with the terms of the Merger Agreement as described therein. At the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of any such Share immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest (less required withholding taxes).

Shares that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand, and who properly demands, appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 of the Delaware General Corporation Law (as amended, the “DGCL”) (such Section, “Section 262” and, such Shares, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with, and to the extent provided by, Section 262 (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with Section 262). If any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration (without interest thereon and less any applicable withholding taxes).

Quixote Stock Options.  The Merger Agreement provides that prior to the Effective Time, Quixote will take all actions necessary to provide that each option to purchase Shares outstanding immediately prior to the Effective Time (the “Options”), under any company stock plan of Quixote as defined in the Merger Agreement (the “Company Stock Plans”), whether or not exercisable or vested, will vest in full and be cancelled and converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration (as defined below) for each Share then subject to the Option. The “Option Consideration” shall equal with respect to any Share issuable under a particular Option (x) with an exercise price less than the Merger Consideration per Share, an amount equal to the excess, less any applicable withholding taxes, of (i) the Merger Consideration per Share over (ii) the exercise price payable in respect of each Share issuable under such Option and (y) with an exercise price equal to or greater than the Merger Consideration per Share and solely with respect to the Options not held by certain specified employees of Quixote (the “Management Employees”) or any current directors of Quixote, an amount equal to $0.40 in respect of each Share issuable under such Option, less any applicable withholding taxes. Options with an exercise price equal to or greater than the Merger Consideration per Share held by the Management Employees and any current directors of Quixote shall be cancelled and shall not be entitled to any consideration in connection with the Offer.

Quixote Restricted Stock.  The Merger Agreement provides that each share of restricted stock, granted under the Company Stock Plans and outstanding immediately prior to the Effective Time, that is subject to vesting or other lapse restrictions pursuant to the Company Stock Plans or any applicable restricted stock award agreement shall, as of the Effective Time, vest and become free of such restrictions and be treated as a share of Quixote common stock in accordance with the terms of the Merger Agreement.

Post-Merger Directors and Officers.  The Merger Agreement provides that the directors of the Purchaser immediately prior to the Effective Time will become the directors of the Surviving Corporation. The officers of the Purchaser immediately prior to the Effective Time shall be the officers of the Surviving Corporation.

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Representations and Warranties.  In the Merger Agreement, Quixote has made customary representations and warranties to Trinity and the Purchaser, including representations relating to: organization, qualification and good standing of Quixote and its subsidiaries; Quixote’s capitalization; authorization with respect to the Merger Agreement; no conflicts with or consents required in connection with the Merger Agreement; required filings and consents; Quixote’s SEC filings and financial statements; Quixote’s internal controls; absence of undisclosed liabilities; absence of material adverse effect or certain changes or events; legal proceedings; Quixote’s compliance with laws; information supplied; tax matters; employee benefit plans and employment matters; labor matters; environmental matters; material contracts; title to properties; intellectual property; insurance; claims and warranties; opinion of financial advisor; brokers; anti-takeover statutes, Quixote charter and bylaws provisions; Exchange Act Rule 14d-10; relationships with customers and suppliers; voting requirements; affiliate transactions; and compliance with the U.S. Foreign Corrupt Practices Act and other applicable anti-corruption laws; and no other representations or warranties.

In the Merger Agreement, Trinity and the Purchaser have made customary representations and warranties to Quixote, including representations relating to: organization and qualification; authorization with respect to the Merger Agreement; no conflicts with or consents required in connection with the Merger Agreement; required filings and consents; information supplied; ownership and operations of Purchaser; adequate funds; brokers; ownership of Shares; absence of litigation; other agreements or understandings; and no other representations or warranties.

Operating Covenants.  The Merger Agreement provides that, from the date of the Merger Agreement to the Effective Time, except as expressly contemplated or permitted by the Merger Agreement (including in Quixote’s disclosure schedule) or as required by law, and unless the Purchaser otherwise consents in writing, Quixote and its subsidiaries will (i) conduct their business in the ordinary course consistent with past practice, (ii) comply in all material respects with all applicable laws and the requirements of all material contracts, (iii) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, in each case, to the end that its goodwill and ongoing business will be unimpaired at the Effective Time, and (iv) keep in full force and effect all material insurance policies maintained by Quixote and its subsidiaries, other than changes to such policies made in the ordinary course of business.

Between the date of the Merger Agreement and the Effective Time, Quixote is subject to customary operating covenants and restrictions, including restrictions relating to the issuance, sale, pledge, disposal, grant or encumbrance of capital stock or other equity interests of Quixote and its subsidiaries; the redemption, purchase or acquisition of capital stock or other equity interests; the declaration, setting aside or payment of dividends or other distributions; the reclassification, combination, split or subdivision of capital stock or other equity interests; the incurrence of indebtedness and the issuance of debt securities; the sale, lease, mortgage, disposal, transfer or encumbrance of certain property or assets; the making of certain capital expenditures; the acquisition of equity interests or assets of another person (including through mergers or consolidations), other than as permitted in the Merger Agreement; the making of investments, loans or advances in any person; the entry into, termination, waiver, modification or amendment of any Quixote material contract; the compensation or benefits of any director, officer or employee or the establishment, amendment or termination of employment, severance, collective bargaining or other agreements, benefits plan or arrangements; tax issues; changes in accounting policies; the amendment of charter documents and bylaws; recapitalization, liquidation, dissolution or similar proceedings; the payment, discharge, settlement or satisfaction of claims, liabilities or obligations, or material litigations; the issuance of broad communications to employees and customers; and any agreements, in writing or otherwise, to take any of the foregoing actions or take any action that would (a) cause the representations or warranties of Quixote to be untrue or to be untrue in any material respect (as applicable and specified in the Merger Agreement), or (b) impede or delay the ability of the parties to satisfy any of the conditions to the Offer or the Merger in any material respect.

Stockholders Meeting.  The Merger Agreement provides that Quixote will, if the adoption of the Merger Agreement by Quixote’s stockholders is required by law, as promptly as practicable following the purchase of Shares in the Offer, hold a meeting of its stockholders for the purpose of adopting the Merger Agreement. Trinity agrees to cause all Shares then owned by it, the Purchaser and any other subsidiaries of Trinity to be voted in favor of the adoption of the Merger Agreement. Notwithstanding the foregoing, under the Merger Agreement, if Trinity, the Purchaser and any other Trinity subsidiary shall collectively acquire at least 90% of the then outstanding Shares pursuant to this Offer or otherwise, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition without a stockholders’ meeting in accordance with Section 253 of the DGCL.

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No Solicitation Provisions.  The Merger Agreement provides that Quixote shall, and shall cause its subsidiaries and its and their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, “Representatives”) to, immediately cease and cause to be terminated any discussions or negotiations with any person with respect to a Takeover Proposal (as defined below), and use best efforts to obtain the return from all such persons or cause the destruction of all copies of confidential information previously provided to such parties. The Merger Agreement provides that Quixote shall not, and shall cause its subsidiaries and Representatives not to, directly or indirectly, (i) solicit, initiate, cause, facilitate or encourage (including by way of furnishing information) any inquiries or proposals that constitute, or may reasonably be expected to lead to, any Takeover Proposal, (ii) participate in any discussions or negotiations with any third party regarding any Takeover Proposal or (iii) enter into any agreement relating to any Takeover Proposal.

However, if after the date of the Merger Agreement, the Quixote Board receives an unsolicited, bona fide written Takeover Proposal made after the date of the Merger Agreement in circumstances not involving a breach of the Merger Agreement or any standstill agreement, and the Quixote Board reasonably determines in good faith that such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal (as defined below), then Quixote may, at any time prior to the first date on which the Purchaser accepts for payment Shares tendered and not withdrawn pursuant to the Offer (the “Purchase Date”) but only after providing Trinity not less than 24 hours written notice of its intention to take such actions, (i) furnish confidential information with respect to Quixote and its subsidiaries to the person making such Takeover Proposal pursuant to an acceptable confidentiality agreement and (ii) participate in discussions and negotiations with such person regarding such Takeover Proposal. Such confidentiality agreement must be no less favorable to Quixote than the confidentiality agreement between Quixote and Trinity, dated October 17, 2008, and may not include any provision calling for an exclusive right to negotiate with Quixote. Quixote also must advise Trinity of all non-public information delivered to such person concurrently with its delivery to such person and, concurrently with its delivery to such person, Quixote must deliver to Trinity all such information not previously provided to Trinity.

Quixote shall promptly advise Trinity, orally and in writing, and in no event later than 24 hours after receipt, if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, Quixote in respect of any Takeover Proposal. Quixote shall, in any such notice to Trinity, indicate (i) the identity of the person making such proposal, offer, inquiry or other contact and (ii) the terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and shall include with such notice copies of any written materials received from or on behalf of such person relating to such proposal, offer, inquiry or request), and thereafter shall promptly keep Trinity fully informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and Quixote shall provide Trinity with copies of any additional written materials received that relate to such proposals, offers, inquiries or requests) and of the status of any such discussions or negotiations.

As used in the Merger Agreement, “Takeover Proposal” means any inquiry, proposal or offer from any person or “group” (as defined in Section 13(d) of the Exchange Act), other than Trinity and its subsidiaries, relating to any (i) direct or indirect acquisition (whether in a single transaction or series of related transactions) of assets of Quixote and its subsidiaries (including securities of subsidiaries) equal to 15% or more of Quixote’s consolidated assets or to which 15% or more of Quixote’s revenues or earnings on a consolidated basis are attributable, (ii) direct or indirect acquisition (whether in a single transaction or series of related transactions) of 15% or more of any class of equity securities of Quixote, (iii) tender offer or exchange offer that if consummated would result in any person or “group” (as defined in Section 13(d) of the Exchange Act) beneficially owning 15% or more of any class of equity securities of Quixote or (iv) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Quixote or any of its subsidiaries; in each case, other than the transactions contemplated by the Merger Agreement.

As used in the Merger Agreement, “Superior Proposal” means a bona fide written offer, obtained after the date of the Merger Agreement and not in breach of the Merger Agreement or any standstill agreement, to acquire, directly or indirectly, for consideration consisting of cash and/or securities, at least one hundred percent (100%) of the equity securities of Quixote or all or substantially all of the operating assets of Quixote and its subsidiaries on a consolidated basis, made by a third party, which is not subject to a material financing contingency and which is otherwise on terms and conditions which the Quixote Board determines in its good faith and reasonable judgment (after consultation with a financial advisor of national reputation) to be more favorable to Quixote’s stockholders from a financial point of view than the Offer and the Merger, taking into account at the time of determination any changes to the terms of the Merger Agreement that as of that time had been proposed by Trinity in

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writing and the ability of the person making such proposal to consummate the transactions contemplated by such proposal (based upon, among other things, the availability of financing and the expectation of obtaining required approvals).

Change in Recommendation.  Pursuant to a meeting duly called and held, the Quixote Board unanimously adopted resolutions (i) approving and declaring the advisability of the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and (ii) recommending that the stockholders of Quixote accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and adopt the Merger Agreement (the “Board Recommendation”). The Quixote Board may withdraw, modify or amend the Board Recommendation in certain circumstances as specified in detail in section 5.2(c) of the Merger Agreement.

Pursuant to the Merger Agreement, except as described below, neither the Quixote Board nor any committee thereof shall (i)(A) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Trinity, the Board Recommendation or (B) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal, as defined above (any action described in clause (i) being referred to as an “Adverse Recommendation Change”) or (ii) approve or recommend, or propose publicly to approve or recommend, or cause or authorize Quixote or any of its subsidiaries to enter into, any letter of intent, agreement in principle, memorandum of understanding, merger, acquisition, purchase or joint venture agreement or other agreement related to any Takeover Proposal (other than a confidentiality agreement in accordance with the terms of Section 5.2(a) of the Merger Agreement) (each an “Acquisition Agreement”).

Under the Merger Agreement, the Quixote Board may withdraw or modify the Board Recommendation, or recommend a Takeover Proposal, if the Quixote Board determines in good faith, after reviewing applicable provisions of state law and after consulting with outside counsel, that the failure to make such withdrawal, modification or recommendation would be inconsistent with the exercise by Quixote Board of its fiduciary duties to Quixote’s stockholders under Delaware law; provided, however, that no Adverse Recommendation Change may be made in response to a Superior Proposal until after the third Business Day (subject to foreshortened timing in the event of an upcoming Expiration Date, as discussed in greater detail in Section 5.2(c) of the Merger Agreement) following Trinity’s receipt of written notice from Quixote (an “Adverse Recommendation Notice”) advising Trinity that the Quixote Board intends to make such Adverse Recommendation Change and specifying the material terms and conditions of such Superior Proposal (it being understood and agreed that any amendment to the financial terms or other material terms of such Superior Proposal shall require a new Adverse Recommendation Notice and a new three Business Day period). In determining whether to make an Adverse Recommendation Change in response to a Superior Proposal, the Quixote Board shall take into account any changes to the terms of the Merger Agreement proposed by Trinity in determining whether such third party Takeover Proposal still constitutes a Superior Proposal.

In addition, under the Merger Agreement, if the Quixote Board receives after the date of the Merger Agreement an unsolicited, bona fide written Takeover Proposal that was made in circumstances not involving a breach of the Merger Agreement or a standstill and that the Quixote Board determines in good faith (i) constitutes a Superior Proposal and (ii), after considering applicable provisions of state law and after consulting with outside counsel, with respect to which the failure to take such action would be inconsistent with the exercise of its fiduciary duties to Quixote’s stockholders under Delaware law, the Quixote Board may, in response to such Superior Proposal and within 48 hours after the expiration of the three Business Day period described below (but in no event later than the Purchase Date), terminate the Merger Agreement, pay the Termination Fee (as defined below) and concurrently therewith enter into an Acquisition Agreement with respect to such Superior Proposal (a “Superior Termination”); provided, however, that Quixote may not effect such Superior Termination (x) until after the third Business Day following Trinity’s receipt of written notice from Quixote advising Trinity that the Quixote Board is prepared to enter into an Acquisition Agreement with respect to such Superior Proposal (which notice shall include the most current versions of such agreement and proposal) and terminate the Merger Agreement and (y) only if, during such three Business Day period, Quixote and its Representatives have negotiated in good faith with Trinity and Trinity’s representatives to make such adjustments in the terms of the Merger Agreement as would enable Trinity to proceed with the transactions contemplated by the Merger Agreement on such adjusted terms and (z), at the end of such three Business Day period, the Quixote Board (after taking into account any such adjusted terms proposed by Trinity since its receipt of the written notice specified in (x)) again in good faith makes the determination referred to in clauses (i) and (ii) above.

Notwithstanding the foregoing, Quixote shall not be prohibited from taking and disclosing to Quixote stockholders a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the Exchange Act if the Quixote Board determines in good faith, after receipt of advice from its outside counsel, that failure to so disclose would be inconsistent with its fiduciary duties or applicable law. This exception will not affect the obligations of Quixote and the Quixote Board under the Merger

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Agreement’s no-solicitation provisions and any such disclosure (other than a “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall not be deemed to be an Adverse Recommendation Change, so long as the Quixote Board expressly reaffirms the Board Recommendation in such statement or in connection with such action and Quixote provides Trinity with notice of such disclosure at least one business day (or, if shorter, such number of hours remaining prior to the scheduled expiration date) prior to such disclosure.

Reasonable Best Efforts to Consummate the Merger.  Under the Merger Agreement, Quixote and Trinity have agreed to cooperate and use their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the closing of the Merger to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by the Merger Agreement, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from any governmental authority or third party necessary, proper or advisable to consummate the transactions contemplated by the Merger Agreement.

Employment and Employee Benefits.  For a period of six months following the Effective Time, Trinity will provide to employees of Quixote (and its subsidiaries) who are retained by Trinity (i) base salary or wages, (ii) bonus opportunity and (iii) benefits that are not materially less favorable in the aggregate (not including any value attributable to equity-based compensation, severance benefits or change of control benefits) than the base salary or wages, bonus opportunity and benefits provided to such Quixote employee prior to the date of the Merger Agreement.

Trinity will ensure that, as of the Effective Time, each Quixote employee receives full credit (for purposes of eligibility vesting, but not for benefit accrual or severance entitlement) for prior service with Quixote and its subsidiaries under each of the comparable employee benefit plans, programs and policies of Trinity, the Surviving Corporation or the relevant subsidiary, as applicable, in which such Quixote employee becomes a participant.

Trinity will, or will cause the Surviving Corporation or the relevant subsidiary to, credit to Quixote employees the amount of vacation time that such employees had earned under any applicable vacation plan or policy of Quixote or its subsidiaries as of the Effective Time.

Severance Obligations.  Quixote and the Management Employees are party to existing agreements or arrangements pursuant to which such individuals may be entitled to severance payments in connection with a change-in-control transaction such as the Merger. Pursuant to the Merger Agreement, the Purchaser will make certain cash payments at the Effective Time to the Management Employees (or a rabbi trust on their behalf) in satisfaction of obligations pursuant to such agreements; provided that each such Management Employee shall have at or prior to such time executed and delivered to Quixote a release in the form contemplated by such agreements. In addition, pursuant to the terms of the Merger Agreement, Trinity has agreed to assume the existing obligations of Quixote under certain employment agreements and change-in-control and severance agreements set forth on an annex to the Merger Agreement.

Indemnification and Insurance.  The Merger Agreement provides that from and after the Effective Time, the Surviving Corporation shall, to the fullest extent required under the Quixote certificate of incorporation and bylaws as in effect on the date of the Merger Agreement and permitted under applicable law, indemnify individuals who at or prior to the Effective Time were directors and officers of Quixote (the “Indemnitees”) for all acts or omissions by them in their capacities as directors and officers of Quixote at any time prior to the Effective Time.

The Merger Agreement further provides that, prior to the Effective Time, Quixote will purchase an extended reporting period endorsement under its existing directors’ and officers’ liability insurance policy for the Company’s directors and officers that will provide such directors and officers coverage for six years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by Quixote (“D&O Policy”). Trinity will, and will cause the Surviving Corporation to, maintain the D&O Policy in full force and effect, and continue to honor the obligations thereunder; provided, however, Trinity will not be required to pay an annual premium for the D&O Policy in excess of 300 percent of the last annual premium paid prior to the date of the Merger Agreement.

State Takeover Laws.  Under the Merger Agreement, Quixote has agreed to use its reasonable best efforts to (x) take all action necessary to ensure that no Anti-Takeover Statute (as defined below) or similar law is or becomes applicable to any of the transactions contemplated by the Merger Agreement and (y), if any Anti-Takeover Statute or similar law becomes applicable to

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any of the transactions contemplated by the Merger Agreement, to take all action necessary to ensure that the transactions may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement and otherwise minimize the effect of such law on the transactions contemplated by the Merger Agreement. Under the Merger Agreement, “Anti-Takeover Statute” means “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statutes or regulations under U.S. state or federal laws applicable to Quixote, including Section 203 of the DGCL.

Stockholder Litigation.  Quixote has agreed to give Trinity the opportunity to participate in the defense or settlement of any stockholder litigation against Quixote and/or its directors relating to the transactions contemplated by the Merger Agreement, and no such settlement will be agreed to without Trinity’s prior consent.

Credit Agreement and Convertible Debt.  Quixote has agreed to provide reasonable updates on any negotiation of any extension, modification, amendment or waiver under the Amended and Restated Credit Agreement, dated as of April 20, 2005, as amended, between Quixote and Bank of America, N.A., as successor to LaSalle Bank National Association (the “Credit Agreement”), and the 7% Convertible Senior Subordinated Notes due February 15, 2025 issued by Quixote on February 9, 2005 (the “Convertible Notes”) pursuant to the Indenture, dated as of February 9, 2005, between Quixote and Wells Fargo Bank National Association, as successor to LaSalle Bank National Association, as trustee (the “Indenture”) (together with the ancillary agreements related thereto, the “Convertible Debt”), including prompt delivery to Trinity of copies of all draft agreements, draft term sheets and material notices delivered or distributed in connection with the Credit Agreement and the Convertible Debt.

Loan to the Company.  In the event that, as of February 11, 2010, (i) the Effective Time has not occurred and the Merger Agreement has not been terminated by Trinity, (ii) the Purchaser has not purchased any tendered Shares solely as result of the Minimum Condition not being satisfied, (iii) Trinity has terminated the Merger Agreement pursuant to paragraph (b) under “Termination” below or (iv) Quixote has terminated the Merger Agreement pursuant to paragraphs (b), (e) or (g) under “Termination” below, Trinity has agreed to loan to Quixote on February 12, 2010 (and enter into a promissory note with respect thereto), on an unsecured basis and subject to terms consistent with non-public, unsecured debt issues of a similar nature, the amount of funds necessary for the 100% repurchase of any Convertible Notes that are put to Quixote pursuant to the Indenture; provided, however, that (i) the amount loaned to Quixote by Trinity will in no event exceed $7,000,000, (ii) all funds loaned to Quixote by Trinity must be used by Quixote to complete the repurchase of 100% of such Convertible Notes, and (iii) Quixote must use any and all funds available to it (including cash on hand and funds available pursuant to other financing arrangements, other than funds used for normal working capital purposes) to repurchase such Convertible Notes in an effort to minimize the principal amount loaned to Quixote by Trinity. The parties have agreed that interest will accrue on the unpaid principal balance of the loan at a rate of 12% per annum, with interest payable on a quarterly basis and that the loan will be for a 36-month term, prepayable without penalty by Quixote.

Conditions to the Merger.  The Merger Agreement provides that the obligations of Quixote, Trinity and the Purchaser to consummate the Merger are subject to the satisfaction (or waiver, if permitted under applicable law) at or prior to the Effective Time of the following: (i) the adoption of the Merger Agreement by a requisite vote of Quixote stockholders, if and to the extent required by applicable law and the Certificate of Incorporation of Quixote, (ii) the Purchaser shall have purchased Shares pursuant to the Offer, and (iii) the consummation of the Merger shall not then be made illegal or restrained, enjoined, prevented or prohibited by any law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority.

Termination.  The Merger Agreement may be terminated and the transactions contemplated thereby, including the Merger, may be abandoned at any time prior to the Effective Time, whether before or after obtaining the Quixote stockholder approval, as follows (the date of any such termination, the “Termination Date”):

a) by mutual written consent of Trinity and Quixote duly authorized by each of Trinity’s and Quixote’s respective Boards of Directors (including, from and after the Purchase Date, approval by the Independent Directors);

b) by either Quixote or Trinity, if any Governmental Authority has enacted, promulgated, issued, entered, amended or enforced (i) a law prohibiting or making illegal the Offer or the Merger, or (ii) a final and non-appealable injunction, judgment, order, decree or ruling, or taken any other action, in each case, permanently enjoining, restraining, preventing or prohibiting the Offer or the Merger; provided that this right to terminate the Merger Agreement will not be available to a party if the issuance of such final, non-appealable injunction, judgment, order, decree or ruling was primarily due to the failure of such party to perform any of its obligations under the Merger Agreement;

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c) by either Quixote or Trinity, if the Offer expires pursuant to its terms without any Shares being purchased; provided that this right to terminate will not be available to any party whose failure to perform any of its obligations under the Merger Agreement resulted in the failure of the Purchaser to purchase Shares in the Offer;

d) by either Quixote or Trinity, if no Shares have been purchased pursuant to the Offer on or before the Walk-Away Date;

e) by Quixote, if the Purchaser fails to commence the Offer on or prior to January 11, 2010; provided that this right to terminate the Merger Agreement will not be available to Quixote in the event Quixote is in material breach of the Merger Agreement;

f) by Quixote, if prior to the Purchase Date and concurrently with such termination, Quixote enters into a Company Acquisition Agreement with respect to a Superior Proposal in accordance with Section 5.2 of the Merger Agreement and as described in “Change of Recommendation” above; provided that Quixote has complied with Section 5.2 of the Merger Agreement and that it prior to or simultaneously with such termination pays to Trinity the applicable Termination Fee (as defined below) in accordance with the Merger Agreement;

g) by Quixote, if prior to the Purchase Date, (i) (A) the representations and warranties of Trinity or the Purchaser that are qualified as to “materiality” or Parent Material Adverse Effect (as defined below) shall not be true and correct, or (B) the representations and warranties of Trinity or the Purchaser that are not so qualified shall not be true and correct in all material respects, in each case, on and as of the date of the Merger Agreement and on and as of the date of such determination as if made on such date (other than those representations and warranties that address matters only as of a particular date which are true and correct as of such date), or (ii) Trinity or the Purchaser shall have breached or failed in any material respect to perform or comply with any obligation, agreement or covenant required of Trinity or the Purchaser under the Merger Agreement, but only where such inaccuracy, breach or failure (under either clause (i) or (ii)) cannot be cured or has not been cured by the later of (x) the next scheduled expiration date of the Offer and (y) 20 business days after Trinity receives notice of such inaccuracy, breach or failure;

h) by Trinity, if due to a circumstance or occurrence that if occurring after the commencement of the Offer would make it impossible to satisfy one or more of the conditions described in Section 15 “Certain Conditions of the Offer”, the Purchaser shall have failed to commence the Offer on or prior to January 11, 2010;

i) by Trinity, if prior to the Purchase Date, (i) an Adverse Recommendation Change shall have occurred or (ii) the Quixote Board or any committee thereof (A) shall not have rejected any Takeover Proposal within seven days of the making thereof (including by taking no position) or (B) shall have failed to publicly reconfirm the Board Recommendation within three days after receipt of a written request from Trinity to do so following a receipt of a Takeover Proposal;

j) by Trinity, if prior to the Purchase Date, (i) there shall have occurred any events or changes that, individually or in the aggregate, have had or could reasonably be expected to have a Company Material Adverse Effect (as defined below), or (ii) (A) the representations and warranties of Quixote shall not be true and correct at and as of the date of the Merger Agreement and on and as of the date of such determination, as if made at and as of such date, except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (B) Quixote shall have breached or failed in any material respect to perform or comply with any obligation, agreement or covenant required of Quixote under the Merger Agreement, but only where such inaccuracy, breach or failure (under either clause (A) or (B)) cannot be cured or has not been cured by the later of (x) the next scheduled expiration date of the Offer and (y) 20 business days after Trinity receives notice of such inaccuracy, breach or failure; or

k) by Trinity, if, prior to the Purchase Date, (i) the Offer shall have been terminated by the mutual agreement of Trinity and Quixote or (ii) a Flip-in Event (as discussed below in Section 15 — “Certain Conditions of the Offer”) shall have occurred.

The Purchaser commenced the Offer on January 7, 2010 and therefore the termination rights under (e) and (h) are no longer applicable.

Under the Merger Agreement, “Company Material Adverse Effect” means a material adverse effect (i) on the business, assets, liabilities (contingent or otherwise) condition (financial or otherwise), or results of operations of Quixote and its

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subsidiaries, taken as a whole, or (ii) on the ability of Quixote to perform on a timely basis any material obligation under the Merger Agreement or to consummate the transactions contemplated thereby; provided, however, that, with respect to Quixote, none of the following constitute, or will be considered in determining whether there has occurred, a Company Material Adverse Effect: (A) changes that are the result of factors generally affecting the industries or markets in which Quixote or any of its subsidiaries operate (other than those that have had a disproportionate adverse effect relative to other industry participants on Quixote and its subsidiaries taken as a whole); (B) any adverse change, effect or circumstance arising out of or resulting from actions contemplated by the parties in connection with the Merger Agreement or the pendency or announcement of the transactions contemplated by the Merger Agreement including any change attributable to the negotiation, execution, announcement, pendency or pursuit of the transactions contemplated hereby, including the Offer and the Merger, including any litigation resulting therefrom; (C) changes in laws, rules or regulations or GAAP or the interpretation thereof; (D) any action taken at the written request of Trinity or the Purchaser; (E) any failure of Quixote to meet any projection or forecast prior to the Effective Time (it being understood that any cause of any such failure may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred); (F) changes that are the result of economic factors affecting the national, regional or world economy (other than those that have had a disproportionate adverse effect relative to other industry participants on Quixote and its subsidiaries taken as a whole); (G) a decline in the price of the Quixote common stock on NASDAQ or any other market in which the securities are quoted for purchase and sale (it being understood that any cause of any such decline may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred); (H) general financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein; (I) acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity or any material worsening of such conditions threatened or existing as of the date of the Merger Agreement (other than those that have had a disproportionate adverse effect relative to other industry participants on Quixote and its subsidiaries taken as a whole); and (J) any hurricane, earthquake, flood, natural disaster, or other force majeure event (other than those that have had a disproportionate adverse effect relative to other industry participants on Quixote and its subsidiaries taken as a whole).

Under the Merger Agreement, “Parent Material Adverse Effect” means where the failure of each of Trinity and the Purchaser, individually or in the aggregate, to be duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, has or could reasonably be expected to prevent or materially impair the ability of Trinity or the Purchaser to consummate the transactions contemplated by the Merger Agreement.

Termination Fee.  The Merger Agreement contemplates that a termination fee of $3 million (the “Termination Fee”) will be payable by Quixote to Trinity where the Merger Agreement is terminated:

a) in the event that (i) a Takeover Proposal shall have been made known to Quixote, shall have been made directly to its stockholders or any person otherwise shall have publicly announced an intention to make a Takeover Proposal and thereafter, (ii) the Merger Agreement is terminated by Quixote or Trinity pursuant to paragraph (c) or (d) under “Termination” above, and (iii) Quixote enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within six months of the date the Merger Agreement is terminated;

b) in the event that (i) a Takeover Proposal shall have been made known to Quixote, shall have been made directly to its stockholders or any person otherwise shall have publicly announced an intention to make a Takeover Proposal and thereafter, (ii) the Merger Agreement is terminated by Trinity pursuant to clause (ii) of paragraph (j) under “Termination” above and Quixote’s breach or failure triggering such termination was willful, and (iii) Quixote enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within eighteen months of the date the Merger Agreement is terminated;

c) in the event that the Merger Agreement is terminated by Trinity pursuant to paragraph (i) under “Termination” above; or

d) in the event that the Merger Agreement is terminated by Quixote pursuant to paragraph (f) under “Termination” above.

In addition, in the event that (i) a Takeover Proposal shall have been made known to Quixote, shall have been made directly to its stockholders or any person otherwise shall have publicly announced an intention to make a Takeover Proposal and

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thereafter, the Merger Agreement is terminated by Quixote or Trinity pursuant to paragraph (c) or (d) under “Termination” above, or (ii) the Merger Agreement is terminated by Trinity pursuant to clause (ii) of paragraph (j) under “Termination” above and no Termination Fee is payable under paragraph (b) under “Termination Fee” above, then Quixote shall pay to Trinity the Expenses (as defined below) of Trinity and the Purchaser up to a maximum amount of $1,250,000, and, in the case of clause (i) of this paragraph, if Quixote becomes obligated to pay the Termination Fee pursuant to paragraph (a) under “Termination Fee” above, the amount of expenses previously paid to Trinity shall be deducted from the Termination Fee. For purposes of this Section 11. “The Merger Agreement — Termination Fee”, references to 15% in the definition of Takeover Proposal shall be deemed replaced by references to 50%. Under the Merger Agreement, “Expenses” is defined as all out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors and investment bankers to a party and its affiliates), incurred by a party on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of the Merger Agreement, the preparation, filing and mailing of the documents relating to the Offer, the filing or any required notices under applicable antitrust laws or other regulations and all other matters related to the Offer, the Merger and the other transactions contemplated by the Merger Agreement.

Amendment.  Subject in the case of Quixote to certain actions requiring the approval of directors not designated by Trinity following the Purchase Date (as described in greater detail in Section 12 — “Purpose of the Offer; Plans for Quixote — Plans for Quixote”), the Merger Agreement may be amended at any time prior to the Effective Time by Quixote, Trinity and the Purchaser by written agreement of such parties, by action taken by or on behalf of their respective boards of directors of each of Trinity and the Purchaser; provided that, after approval of the Merger by Quixote’s stockholders, no amendment may be made which by law requires further approval by such stockholders.

Specific Performance.  The parties have agreed that irreparable damage would occur in the event that any provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached. Therefore, the parties have agreed that each of Quixote, Trinity and the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement in the Chancery Court of the State of Delaware or any federal court sitting in the State of Delaware, without bond or other security being required, this being in addition to any other remedy to which the parties are entitled at law or in equity.

12.   Purpose of the Offer; Plans for Quixote.

Purpose of the Offer.  The purpose of the Offer is for the Purchaser to acquire control of, and the entire equity interest in, Quixote. The Offer, as the first step in the acquisition of Quixote, is intended to facilitate the acquisition of all outstanding Shares. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is successful, the Purchaser intends to consummate the Merger as promptly as practicable.

If you sell your Shares in the Offer, you will cease to have any equity interest in Quixote or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in Quixote. Similarly, after selling your Shares in the Offer or the subsequent Merger, you will not bear the risk of any decrease in the value of Quixote.

Short-form Merger.  The DGCL provides that if a parent company owns at least 90% of each class of stock of a subsidiary, the parent company can effect a short-form merger with that subsidiary without the action of the other stockholders of the subsidiary. Accordingly, if, as a result of the Offer, the Purchaser Option or otherwise, the Purchaser directly or indirectly owns at least 90% of the Shares, Trinity and the Purchaser effecting the Merger without prior notice to, or any action by, any other stockholder of Quixote if permitted to do so under the DGCL. Even if Trinity and the Purchaser do not own at least 90% of the outstanding Shares following consummation of the Offer, Trinity and the Purchaser could seek to purchase additional Shares in the open market, from Quixote or otherwise in order to reach the 90% threshold and effect a short-form merger. The consideration per Share paid for any Shares so acquired, other than Shares acquired pursuant to the Purchaser Option, may be greater or less than that paid in the Offer.

Plans for Quixote.  Except as otherwise provided herein, it is expected that, initially following the Merger, the business and operations of Quixote will, except as set forth in this Offer to Purchase, be continued substantially as they are currently being conducted. Trinity will continue to evaluate the business and operations of Quixote during the pendency of the Offer and after the consummation of the Offer and the Merger and will take such actions as it deems appropriate under the circumstances then existing. Thereafter, Trinity intends to review such information as part of a comprehensive review of Quixote’s business,

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operations, capitalization and management with a view to optimizing development of Quixote’s potential in conjunction with Trinity’s existing business.

Assuming we purchase Shares pursuant to the Offer, Trinity intends to promptly upon the acceptance for payment of, and payment by the Purchaser for, any Shares pursuant to the Offer (and from time to time thereafter as Shares are acquired by Trinity or the Purchaser) to designate such number of directors to the Quixote Board (rounded up to the next whole number) as is equal to the product obtained by multiplying the total number of directors on the Quixote Board by the percentage of Shares then beneficially owned by Trinity with respect to the number of Shares then outstanding. Under the terms of the Merger Agreement, Quixote is required to either increase the size of the Quixote Board or obtain the resignation of such number of incumbent directors as is necessary to enable Trinity’s director designees to be elected or appointed to the Quixote Board. Quixote also has agreed to cause individuals designated by Trinity to have the same proportionate representation on (i) each committee of the Quixote Board, subject to applicable securities laws and NASDAQ rules, and (ii) each board of directors and each committee thereof of each subsidiary of Quixote. Following the election or appointment of Trinity’s designees to the Quixote Board and until the Effective Time of the Merger, the approval by affirmative vote of all of the directors who are (i) directors on the date of the Merger Agreement, (ii) independent directors as defined by NASDAQ, (iii) not officers of the Company or any of its subsidiaries and (iv) eligible to serve on the Company’s audit committee under applicable Exchange Act and NASDAQ rules will be required for approval of any amendment to the certificate of incorporation or bylaws of Quixote in a manner that adversely affects holders of the Shares, certain amendments or other actions with respect the Merger Agreement and certain actions relating to the Merger.

Except as set forth in this Offer to Purchase, including as contemplated in this Section 12 — “Purpose of the Offer, Plans for Quixote — Plans for Quixote”, the Purchaser and Trinity have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving Quixote or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any sale or transfer of a material amount of assets of Quixote or any of its subsidiaries, (iii) any material change in Quixote’s capitalization or dividend policy, or (iv) any other material change in Quixote’s corporate structure or business.

13.   Certain Effects of the Offer.

Market for the Shares.  The purchase of Shares pursuant to the Offer will reduce the number of holders of Shares and the number of Shares that might otherwise trade publicly, which could adversely affect the liquidity and market value of the remaining Shares. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would cause future market prices to be greater or less than the Offer Price.

Stock Quotation.  Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the requirements for continued listing on NASDAQ. According to the published guidelines of The NASDAQ Stock Market, LLC (the “NASDAQ Stock Market”), the NASDAQ Stock Market would consider disqualifying the Shares for listing on NASDAQ (though not necessarily for listing on The NASDAQ Capital Market) if, among other possible grounds, the number of publicly held Shares falls below 750,000, the total number of beneficial holders of round lots of Shares falls below 400, the market value of publicly held Shares over a 30 consecutive business day period is less than $5 million, there are fewer than two active and registered market makers in the Shares over a 10 consecutive business day period, Quixote has stockholders’ equity of less than $10 million, or the bid price for the Shares over a 30 consecutive business day period is less than $1. Furthermore, the NASDAQ Stock Market would consider delisting the Shares from NASDAQ altogether if, among other possible grounds, (i) the number of publicly held Shares falls below 500,000, (ii) the total number of beneficial holders of round lots of Shares falls below 300, (iii) the market value of publicly held Shares over a 30 consecutive business day period is less than $1 million, (iv) there are fewer than two active and registered market makers in the Shares over a 10 consecutive business day period, (v) the bid price for the Shares over a 30 consecutive business day period is less than $1 or (vi) (A) Quixote has stockholders’ equity of less than $2.5 million, (B) the market value of Quixote’s listed securities is less than $35 million over a 10 consecutive business day period and (C) Quixote’s net income from continuing operations is less than $500,000 for the most recently completed fiscal year and two of the last three most recently completed fiscal years. Shares held by officers or directors of Quixote, or by any beneficial owner of more than 10% of the Shares, will not be considered as being publicly held for this purpose. According to Quixote, as of December 29, 2009, there were 9,333,867 Shares outstanding. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the Shares are either no longer eligible for NASDAQ or are delisted from NASDAQ altogether, the market for Shares will be adversely affected.

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Margin Regulations.  The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Exchange Act Registration.  The Shares are currently registered under the Exchange Act. Such registration may be terminated upon application of Quixote to the SEC if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by Quixote to its stockholders and to the SEC and would make certain provisions of the Exchange Act no longer applicable to Quixote, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders’ meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going private” transactions. Furthermore, the ability of “affiliates” of Quixote and persons holding “restricted securities” of Quixote to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be “margin securities” or be eligible for listing on NASDAQ. We intend and will cause Quixote to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met. If registration of the Shares is not terminated prior to the Merger, the registration of the Shares under the Exchange Act will be terminated following the consummation of the Merger.

14.   Dividends and Distributions.

The Merger Agreement provides that, from the date of the Merger Agreement to the Effective Time, Quixote will not, and will not allow its subsidiaries to, declare, set aside, make or pay any dividends on or make any distribution with respect to the capital Stock of Quixote or any subsidiary of Quixote.

15.   Certain Conditions of the Offer.

For the purposes of this Section 15, capitalized terms used but not defined herein will have the meanings set forth in the Merger Agreement. Notwithstanding any other provision of the Offer, the Purchaser shall not be required to accept for payment or, subject to the applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any Shares tendered pursuant to the Offer, if (i) the Minimum Condition shall not have been satisfied at the then-scheduled Expiration Date; (ii) the Purchaser shall have failed to receive prior to the scheduled Expiration Date a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the scheduled Expiration Date, to the effect that none of the conditions set forth in clause (c) below exist; or (iii) at any time on or after the date of the Merger Agreement and prior to the expiration of the Offer, none of the following conditions shall exist:

a) there shall be any injunction, judgment, ruling, order, decree, action, proceeding or litigation instituted, issued, entered, commenced, pending by or before any Governmental Authority that would or that seeks or is reasonably likely to (i) restrain, enjoin, prevent, prohibit or make illegal the acceptance for payment, payment for or purchase of some or all of the Shares by the Purchaser or Trinity or the consummation of the transactions contemplated under the Merger Agreement, (ii) impose limitations on the ability of the Purchaser, Trinity or any of their Affiliates effectively to exercise full rights of ownership of the Shares, including the right to vote the Shares purchased by them on all matters properly presented to Quixote’s stockholders on an equal basis with all other stockholders (including the adoption of the Merger Agreement and approval of the Transactions), (iii) restrain, enjoin, prevent, prohibit or make illegal, or impose material limitations on, Trinity’s, the Purchaser’s or any of their Affiliates’ ownership or operation of all or any portion of the businesses and assets of Quixote and its Subsidiaries, taken as a whole, or, as a result of the transactions contemplated by the Merger Agreement, of Trinity and its Subsidiaries, taken as a whole, (iv) compel Trinity, the Purchaser or any of their Affiliates to dispose of any Shares or, as a result of the Transactions, compel Trinity, the Purchaser or any of their Affiliates to dispose of or hold separate any portion of the businesses or assets of Quixote and its Subsidiaries, taken as a whole, or of Trinity and its Subsidiaries, taken as a whole, or (v) impose more than $2,000,000 in damages on Trinity, Quixote or any of their respective Subsidiaries as a result of the Transactions;

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b) there shall be any Law enacted, issued, promulgated, amended or enforced by any Governmental Authority applicable to (i) Trinity, Quixote or any of their respective Affiliates or (ii) the Transactions that results, or that seeks or is reasonably likely to result, directly or indirectly, in any of the consequences referred to in paragraph (a) above;

c) (i) there shall have occurred any events or changes that, individually or in the aggregate, have had or could reasonably be expected to have a Company Material Adverse Effect or (ii) (A) the representations and warranties of Quixote set forth in Section 3.2 (Capitalization) shall not be true in all respects, other than immaterial misrepresentations or omissions, at and as of the date of such determination as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), (B) all other representations and warranties of Quixote set forth in the Merger Agreement shall not be true and correct at and as of the date of such determination, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (C) Quixote shall have breached or failed in any material respect to perform or comply with any obligation, agreement or covenant required by the Merger Agreement to be performed or complied with by it, which inaccuracy, breach or failure has not been cured prior to the expiration of the Offer;

d) an Adverse Recommendation Change shall have occurred;

e) the Merger Agreement shall have been terminated in accordance with its terms or the Offer shall have been terminated with the consent of Quixote; or

f) a Flip-in Event shall have occurred under the Rights Agreement, dated as of March 16, 2009, between Quixote and Computershare Trust Company, N.A. (the “Rights Agreement”).

The foregoing conditions are for the sole benefit of Trinity and the Purchaser and may be asserted by either of them regardless of the circumstances giving rise to such conditions or may be waived by Trinity or the Purchaser, in whole or in part at any time and from time to time in the sole discretion of Trinity or the Purchaser (except for any condition which, pursuant to Section 1.1 of the Agreement, may only be waived with Quixote’s consent). The failure by Trinity or the Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, the waiver of such right with respect to any particular facts or circumstances shall not be deemed a waiver with respect to any other facts or circumstances, and each right will be deemed an ongoing right which may be asserted at any time and from time to time.

If the Offer is terminated, all tendered Shares not theretofore accepted for payment shall forthwith be returned to the tendering stockholders.

“Flip-in Event” is defined in the Rights Agreement. Additional information regarding the Rights Agreement, including a copy thereof, is available in the Form 8-A filed by Quixote on March 18, 2009 and the reports, filings and other information filed by Quixote on a periodic basis with the SEC. The Rights Agreement was amended on December 30, 2009, and a copy of such amendment is available on the Form 8-K filed by the Company on December 30, 2009. Such reports and other information are available on the Internet at http://www.sec.gov and copies of such information may be obtainable by mail, upon payment of the SEC’s customary charges, by writing to the SEC at 100 F Street, N.E., Washington, D.C. 20549-0213. Such materials also are available for inspection at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

16.   Certain Legal Matters; Regulatory Approvals.

General.  We are not aware of any pending legal proceeding relating to the Offer. Except as described in this Section 16, based on our examination of publicly available information filed by Quixote with the SEC and other information concerning Quixote, we are not aware of any governmental license or regulatory permit that appears to be material to Quixote’s business that might be adversely affected by our acquisition of Shares as contemplated herein or of any approval or other action by any governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by the Purchaser or Trinity as contemplated herein. Should any such approval or other action be required, we currently contemplate that, except as described below under “State Takeover Statutes,” such approval or other action will be sought. While we do not currently intend to delay acceptance for payment of Shares tendered pursuant to the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or

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would be obtained without substantial conditions or that if such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Quixote’s business, any of which under certain conditions specified in the Merger Agreement, could cause us to elect to terminate the Offer without the purchase of Shares thereunder under certain conditions. See Section 15 — “Certain Conditions of the Offer.”

Antitrust Compliance.  Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain acquisition transactions may not be consummated unless certain information has been furnished to or filed with the Antitrust Division of the Department of Justice (the “DOJ”) and the FTC, and certain waiting period requirements have been satisfied. The acquisition of Shares by the Purchaser pursuant to the Offer is not subject to these requirements because the transaction does not meet the jurisdictional minimum size-of-transaction threshold under the HSR Act.

Regardless of whether a filing is required under the HSR Act, the FTC and the DOJ frequently scrutinize the legality under the antitrust laws of transactions such as the Offer and the Merger. At any time before or after the purchase of the Shares pursuant to the Offer, the FTC or DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking the divestiture of Shares purchased by the Purchaser or Trinity. Private parties and state attorney generals may also bring legal action under federal or state antitrust laws under certain circumstances. Quixote and Trinity believe that the Offer will not violate the antitrust laws. Nevertheless, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if such challenge is made, what the result would be.

In connection with the proposed transactions, the laws of certain foreign countries may require the filing of information with, or the obtaining of the approval of, governmental authorities therein. Based on the analysis of Trinity and the Purchaser to date, Trinity and the Purchaser do not currently believe that Quixote, the Purchaser or Trinity will be required to make any such filings in foreign countries.

State Takeover Laws.  As a Delaware corporation, Quixote is subject to Section 203 of the DGCL. In general, Section 203 of the DGCL would prevent an “interested stockholder” (generally defined in Section 203 of the DGCL as a person beneficially owning 15 percent or more of a corporation’s voting stock) from engaging in a “business combination” (as defined in Section 203 of the DGCL) with a Delaware corporation for three years following the time such person became an interested stockholder unless: (i) before such person became an interested stockholder, the board of directors of the corporation approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination; (ii) upon consummation of the transaction which resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction commenced (excluding for purposes of determining the number of shares of outstanding stock held by directors who are also officers and by employee stock plans that do not allow plan participants to determine confidentially whether to tender shares); or (iii) following the transaction in which such person became an interested stockholder, the business combination is (A) approved by the board of directors of the corporation and (B) authorized at a meeting of stockholders by the affirmative vote of the holders of at least 662/3 percent of the outstanding voting stock of the corporation not owned by the interested stockholder. Quixote has represented to the Purchaser and Trinity in the Merger Agreement that no restrictions contained in Section 203 of the DGCL will apply to the Offer, the Merger or any other transactions contemplated by the Merger Agreement and the action of the Quixote Board in approving the Merger Agreement and the transactions contemplated thereby is sufficient to render inapplicable thereto the restrictions on “business combinations” set forth in Section 203 of the DGCL. On December 29, 2009, the Quixote Board, among other things, unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger and (ii) recommended that the stockholders of Quixote accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and, if required by applicable law, adopt the Merger Agreement.

In addition, a number of states have adopted laws and regulations applicable to attempts to acquire securities of corporations that are incorporated, or have substantial assets, stockholders, principal executive offices or principal places of business, or whose business operations otherwise have substantial economic effects, in such states. In 1982, in Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number

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of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional as applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a U.S. federal district court in Florida held in Grand Metropolitan PLC v. Butterworth that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. The state law before the Supreme Court was by its terms applicable only to corporations that had a substantial number of stockholders in the state and were incorporated there.

Quixote, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 — “Certain Conditions of the Offer.”

17.   Appraisal Rights.

No appraisal rights are available with respect to Shares tendered and accepted for purchase in the Offer. However, if the Merger is consummated, stockholders who do not tender their Shares in the Offer and who do not vote for adoption of the Merger Agreement will have certain rights under the DGCL to demand appraisal of, and to receive payment in cash of the fair value of, their Shares, in lieu of the right to receive the Merger Consideration. Such rights to demand appraisal, if the statutory procedures are met, could lead to a judicial determination of the fair value of the Shares, as of the Effective Time (excluding any element of value arising from the accomplishment or expectation of the Merger), required to be paid in cash to such dissenting holders for their Shares. In addition, such dissenting stockholders would be entitled to receive interest from the date of consummation of the Merger on the amount determined to be the fair value of their Shares. Unless the Court in its discretion determines otherwise for good cause shown, such interest shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as in effect from time to time during the period between the Effective Time and the date of payment of the judgment. In determining the fair value of the Shares, the court is required to take into account all relevant factors. Accordingly, such determination could be based upon considerations other than, or in addition to, the market value of the Shares, including, among other things, asset values and earning capacity. In Weinberger v. UOP , Inc., the Delaware Supreme Court stated, among other things, that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered in an appraisal proceeding. Therefore, the value so determined in any appraisal proceeding could be the same as, or more or less than, the Offer Price or the Merger Consideration.

If any holder of Shares who demands appraisal under Delaware law fails to perfect, or effectively withdraws or loses his rights to appraisal as provided under Delaware law, each Share of such stockholder will be converted into the right to receive the Merger Consideration and will otherwise be treated as if such holder of Shares had not demanded appraisal under Delaware law. A stockholder may withdraw his, her or its demand for appraisal by delivering to Quixote a written withdrawal of his, her or its demand for appraisal and acceptance of the Merger within 60 days after the Effective Time of the Merger (or thereafter with the consent of the Surviving Corporation).

The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law.

You cannot exercise appraisal rights at this time.  The information set forth above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you are entitled to appraisal rights in connection with the Merger, you will receive additional information concerning appraisal rights and the procedures to be followed in

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connection therewith, including the text of the relevant provisions of Delaware law, before you have to take any action relating thereto.

If you sell your Shares in the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares but, rather, will receive the Offer Price therefor.

18.   Fees and Expenses.

Merrill Lynch, Pierce, Fenner and Smith Incorporated is acting as Dealer Manager in connection with the Offer, and its affiliate, Banc of America Securities LLC (each, “BofA Merrill Lynch”), is acting as financial advisor to Trinity in connection with the proposed acquisition of Quixote, for which services BofA Merrill Lynch will receive customary compensation. Trinity and Purchaser have agreed to reimburse BofA Merrill Lynch for all reasonable expenses, including reasonable fees and disbursements of BofA Merrill Lynch’s counsel, incurred in connection with providing such services, and to indemnify BofA Merrill Lynch and certain related parties against specified liabilities, including liabilities under the federal securities laws. In the ordinary course of business, BofA Merrill Lynch and its affiliates may actively trade or hold securities or loans of Trinity and Quixote for BofA Merrill Lynch’s and such affiliates’ own accounts or for the accounts of customers and, accordingly, BofA Merrill Lynch or its affiliates may at any time hold long or short positions in these securities or loans.

Trinity and the Purchaser have retained D.F. King & Co., Inc. to be the Information Agent and BNY Mellon Shareowner Services to be the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telecopy, telegraph and personal interview and may request banks, brokers, dealers and other nominees to forward materials relating to the Offer to beneficial owners of Shares.

The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services in connection with the Offer, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws.

Neither Trinity nor the Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by the Purchaser for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers.

19.   Miscellaneous.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Purchaser by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

No person has been authorized to give any information or to make any representation on behalf of Trinity or the Purchaser not contained herein or in the Letter of Transmittal, and, if given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer, bank, trust company, fiduciary or other person shall be deemed to be the agent of the Purchaser, the Depositary, the Dealer Manager or the Information Agent for the purpose of the Offer.

The Purchaser has filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act, together with exhibits furnishing certain additional information with respect to the Offer, and may file amendments thereto. In addition, Quixote has filed with the SEC a Schedule 14D-9, together with exhibits (a copy of which is being mailed to you with this Offer to Purchase), pursuant to Rule 14d-9 under the Exchange Act, setting forth the recommendation of the Quixote Board with respect to the Offer and the reasons for such recommendation and furnishing certain additional related information. A copy of such documents, and any amendments thereto, may be examined at, and copies may be obtained from, the SEC in the manner set forth under Section 7 — “Certain Information Concerning Quixote” above.

THP Merger Co.

January 7, 2010

30

SCHEDULE I

INFORMATION RELATING TO THE PURCHASER, TRINITY AND CERTAIN RELATED PERSONS

1.   DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER

The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of the Purchaser are set forth below. The business address and phone number of each such director and executive officer is c/o Trinity Industries, Inc., 2525 Stemmons Freeway, Dallas, Texas 75207 USA, (214) 631-4420. All directors and executive officers listed below are citizens of the United States.

	Present Principal Occupation or
Name and Position	Employment and Employment History
Timothy R. Wallace Chairman of the Board of Directors	Mr. Wallace joined Trinity in 1975 and has been a director of Trinity since 1992 and Chairman, Chief Executive Officer, and President of Trinity since 1999.
William A. McWhirter II Director	Mr. McWhirter joined Trinity in 1985 and held various accounting positions until 1992, when he became a business group officer. In 1999, he was elected to a corporate position as Vice President for Mergers and Acquisitions. In 2001, he was named Executive Vice President of a business group. In March 2005, he became Vice President and Chief Financial Officer.
S. Theis Rice Director, Vice President and Secretary	Mr. Rice joined Trinity in 1990 as environmental counsel. He has served in various roles since that time and currently serves as the Vice President and Chief Legal Officer of Trinity.
Mark W. Stiles President	Mr. Stiles joined Trinity in 1991 upon the acquisition by Trinity of Transit Mix Concrete Company. Since that time, he has held various executive positions. He currently serves as Senior Vice President of Trinity and Group President of Trinity’s Construction, Marine, Parts and Components Groups.
John M. Lee Vice President	Mr. Lee joined Trinity in 1994 as a Vice President. He has served in various roles since that time and has served as Trinity’s Vice President, Business Development since 1999.
Patrick S. Wallace Vice President	Mr. Wallace joined Trinity in 1987 and has served in various executive roles since that time. His current position is President of Trinity Parts & Components LLC.
James E. Perry Vice President, Treasurer and Assistant Secretary	Mr. Perry joined Trinity in 2004 and was appointed Treasurer in April 2005. Mr. Perry was named a Vice President of Trinity in 2006 and appointed its Vice President, Finance in 2007. Prior to that, he served as Senior Vice President of Finance for RMH Teleservices, Inc., a teleservices company.
Doug Horvath Vice President and Assistant Treasurer	Mr. Horvath joined Trinity in 2005 as Corporate Tax Director and Assistant Treasurer. Prior to that, he served as Director of taxes for Stream International, a teleservices company.

2.   DIRECTORS AND EXECUTIVE OFFICERS OF TRINITY

The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Trinity are set forth below. The business address and phone number of each such director and executive officer is Trinity Industries, Inc., 2525 Stemmons Freeway, Dallas, Texas 75207 USA, (214) 631-4420. All directors and executive officers listed below are citizens of the United States.

	Present Principal Occupation or
Name and Position	Employment and Employment History
Timothy R. Wallace Chairman of the Board of Directors, Chief Executive Officer and President	See above.

31

	Present Principal Occupation or
Name and Position	Employment and Employment History
John L. Adams Director	Mr. Adams has been a director of Trinity since 2007. Mr. Adams is Chairman of the Finance and Risk Management Committee. Mr. Adams served as Executive Vice President of Trinity from January 1999 — June 2005, serving thereafter on a part time basis as Vice Chairman until leaving the employ of Trinity to join the board of directors of Trinity in March 2007. Since 2007, he has served on several corporate and not-for-profit boards. Mr. Adams is the non-executive Chairman of the Board and a director of Group 1 Automotive, Inc., a company engaged in the ownership and operation of automotive dealerships and collision centers. He also serves on the Audit Committee and is a director of Dr Pepper Snapple Group, Inc., a company that is a leading brand owner, bottler, and distributor of non-alcoholic beverages in the U.S., Canada, and Mexico.
Rhys J. Best Director	Mr. Best has been a director of Trinity since 2005. Mr. Best is Chairman of the Corporate Governance and Directors Nominating Committee, and a member of the Finance and Risk Management Committee and the Audit Committee. Mr. Best served, beginning in 1999, as Chairman, President, and CEO of Lone Star Technologies, Inc., a company engaged in producing and marketing casing, tubing, line pipe, and couplings for the oil and gas, industrial, automotive, and power generation industries. He was also a director of, and remained in these positions with, Lone Star Technologies, Inc., until its acquisition by United States Steel Corporation in June 2007. Mr. Best has been engaged in private investments since 2007. He is also Chairman of Crosstex Energy, L.P., an energy company engaged in the gathering, transmission, treating, processing, and marketing of natural gas and natural gas liquids. He is a member of the board of directors of Cabot Oil & Gas Corporation, a leading North American oil and gas exploration and production company; Austin Industries, Inc., a civil, commercial, and industrial construction company; and McJunkin Red Man Corporation, a company engaged in the distribution of industrial PVF products, serving the refining, chemical, petrochemical, gas distribution and transmission, oil and gas exploration and production, pharmaceutical, and power generation industries.
David W. Biegler Director	Mr. Biegler has been a director of Trinity since 1992. Mr. Biegler is a member of the Audit Committee, the Corporate Governance and Directors Nominating Committee, and the Finance and Risk Management Committee. Mr. Biegler began serving during 2003 as Chairman of Estrella Energy L.P., a company engaged in the natural gas transportation and processing industry. He retired as Vice Chairman of TXU Corporation at the end of 2001, having served TXU Corporation as President and Chief Operating Officer from 1997 — 2001. Mr. Biegler is also a director of Dynegy Inc., a company engaged in power generation; Southwest Airlines, Inc., a major domestic airline; Animal Health International, a company engaged in selling and distributing animal health products; Austin Industries, Inc., a civil, commercial and industrial construction company; and Guaranty Financial Group Inc., a company conducting consumer and business banking activities.

32

	Present Principal Occupation or
Name and Position	Employment and Employment History
Leldon E. Echols Director	Mr. Echols has been a director of Trinity since 2007. Mr. Echols is Chairman of the Audit Committee and a member of the Human Resources Committee. He served as Executive Vice President and Chief Financial Officer of Centex Corporation (“Centex”) from 2000 — 2006 when he retired. Prior to joining Centex, he spent 22 years with Arthur Andersen LLP and served as Managing Partner, Audit Practice for the North Texas, Colorado, and Oklahoma Region from 1997 — 2000. Mr. Echols is a certified public accountant and a member of the American Institute of Certified Public Accountants and the Texas Society of CPAs. Mr. Echols has been engaged in private investments since 2006. He is a member of the board of directors and Chairman of the audit committee of Crosstex Energy, L.P., an energy company engaged in the gathering, transmission, treating, processing and marketing of natural gas and natural gas liquids and Crosstex Energy, Inc., a company holding partnership interests of Crosstex Energy, L.P. He is also a member of the board of directors of Holly Corporation, an independent petroleum refiner; Roofing Supply Group Holdings, Inc., a company engaged in the distribution of roofing and related construction materials; and Colemont Corporation, a company engaged in insurance and reinsurance brokerage and related services.
Ronald J. Gafford Director	Mr. Gafford has been a director of Trinity since 1999. Mr. Gafford is a member of the Human Resources Committee and the Corporate Governance and Directors Nominating Committee. Mr. Gafford has been President and Chief Executive Officer of Austin Industries, Inc., a civil, commercial, and industrial construction company, since 2001 and Chairman since 2008.
Ronald W. Haddock Director	Mr. Haddock has been a director of Trinity since 2005. Mr. Haddock is a member of the Human Resources Committee and the Audit Committee. Mr. Haddock was Chief Executive Officer of FINA, Inc. from December 1989 until his retirement in July 2000. He was also the Executive Chairman, CEO, and director of Prisma Energy International, a power generation, distribution, and natural gas distribution company from August 2003 until its acquisition by Ashmore Energy International Limited. He currently serves as Chairman of the Board of AEI Services, LLC, an international power generator and distributor and natural gas distribution company; Rubicon Offshore International, an offshore oil storage and production well services company; and Safety-Kleen Systems, Inc., an environmental services, oil recycling, and refining company; and is a director of Alon USA Energy, Inc., a petroleum refining and marketing company, and Adea Solutions, Inc., a high-tech personnel and consulting firm.
Jess T. Hay Director	Mr. Hay has been a director of Trinity since 1965. Mr. Hay is Chairman of the Human Resources Committee and a member of Corporate Governance and Directors Nominating Committee and the Finance and Risk Management Committee. Mr. Hay is the retired Chairman and Chief Executive Officer of Lomas Financial Corporation, a diversified financial services company formerly engaged principally in mortgage banking, retail banking, commercial leasing, and real estate lending, and of Lomas Mortgage USA, a mortgage banking institution. He is also Chairman of the Texas Foundation for Higher Education. Mr. Hay is a director of Viad Corp. which is a convention and event services, exhibit design and construction, and travel and recreational services company; a director of MoneyGram International, Inc. which is a payment services and money transfer business; and a director of Hilltop Holdings, a financial services company. He also is a retired director of Exxon Mobil Corporation and of SBC Communications, Inc. (now AT&T).

33

	Present Principal Occupation or
Name and Position	Employment and Employment History
Adrian Lajous Director	Mr. Lajous has been a director of Trinity since December 2006. Mr. Lajous is a member of the Audit Committee and the Finance and Risk Management Committee. Mr. Lajous has been Senior Energy Advisor, McKinsey & Company, a management consulting firm, and President of Petrométrica, SC., an energy consulting company, since 2001. Mr. Lajous served Pemex in several capacities between 1982 and 1999, having served as Director General and CEO from 1994-1999. Mr. Lajous is Chairman of the Oxford Institute for Energy Studies and is a director of Schlumberger, Ltd., an oilfield services company supplying technology, project management, and information solutions to the oil and gas industry; Ternium, S.A., a company engaged in the production and distribution of semi-finished and finished steel products; and Grupo Petroquímico Beta, a private Mexican chemical company.
Diana S. Natalicio Director	Dr. Natalicio has been a director of Trinity since 1996. Dr. Natalicio is a member of the Human Resources Committee. Dr. Natalicio has been President of the University of Texas at El Paso since 1988. Dr. Natalicio was appointed by President George H.W. Bush to the Commission on Educational Excellence for Hispanic Americans and by President William J. Clinton to the National Science Board and to the President’s Committee on the Arts and Humanities.
William A. McWhirter II Senior Vice President and Chief Financial Officer	See above.
Mark W. Stiles Senior Vice President and Group President	See above.
D. Stephen Menzies Senior Vice President and Group President	Mr. Menzies joined Trinity in 2001 as President of Trinity Industries Leasing Company. In 2006, he became Senior Vice President and Group President for TrinityRail ®.
Madhuri A. Andrews Vice President, Information Technology	Ms. Andrews joined Trinity in 2008 as Vice President, Information Technology and brings over 10 years of experience driving technological improvements at global companies in a variety of industries. Since January 2002, she led the information technology organization for Maxim Intergrated Products, Inc., a major semiconductor design and manufacturing company. Prior to that, she led the information technology organization for the Americas division of STMicroelectronics NV, a global semi-conductor company for five years.
Donald G. Collum Vice President, Chief Audit Executive	Mr. Collum joined Trinity in 2004 and was appointed Vice President, Chief Audit Executive in May 2005. Prior to that, he served as President and Chief Executive Officer of Texas Optoelectronics, Inc., a manufacturing company and previously was an Audit Partner with Arthur Young & Co. (now Ernst & Young LLP).
Andrea F. Cowan Vice President, Human Resources and Shared Services	Ms. Cowan joined Trinity in 2000 and has served in various roles since that time. Her current position is Vice President, Human Resources and Shared Services.
Virginia C. Gray, Ph.D. Vice President, Organizational Development	Dr. Gray joined Trinity in 2007 and was appointed Vice President, Organizational Development. Prior to that, she was President of Vehicles of Change, a consulting firm focused on improving organizational effectiveness. Dr. Gray has more than 13 years of experience in the field of Industrial/Organizational Psychology.
John M. Lee Vice President, Business Development	See above.

34

	Present Principal Occupation or
Name and Position	Employment and Employment History
Mary E. Henderson Controller	Ms. Henderson joined Trinity in 2003 and has served in various accounting roles since that time, including Director of External Reporting and Assistant Controller. She was appointed Controller in May 2009.
James E. Perry Vice President, Finance and Treasurer	See above.
S. Theis Rice Vice President and Chief Legal Officer	See above.

35

Manually signed facsimiles of the Letter of Transmittal, properly completed, will be accepted. The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent or delivered by each stockholder or its, his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below:

The Depositary for the Offer is:

If delivering by mail:
BNY Mellon Shareowner Services
c/o Mellon Investor Services LLC
Attn: Corporate Actions Department, 27th Floor
P.O. Box 3301
South Hackensack, NJ 07606 If delivering by hand or courier:
BNY Mellon Shareowner Services
c/o Mellon Investor Services LLC
Attn: Corporate Actions Department, 27th Floor
480 Washington Boulevard
Jersey City, NJ 07310

Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained at our expense from the Information Agent or the Dealer Manager. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005

Bank and brokers please call: 212-269-5550
All others: 800-290-6427
Email: info@dfking.com

The Dealer Manager for the Offer is:

BofA Merrill Lynch
Bank of America Tower
One Bryant Park, 8th Floor
New York, New York 10036
Tel: 888-803-9655

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

To Tender Shares of Common Stock (including the associated

Series C Junior Participating Preferred Stock Purchase Rights)

of

QUIXOTE CORPORATION

at

$6.38 NET PER SHARE

Pursuant to the Offer to Purchase dated January 7, 2010

by

THP MERGER CO.

a wholly-owned subsidiary of

TRINITY INDUSTRIES, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,

NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 4, 2010, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

If delivering by mail:	If delivering by hand or courier:
BNY Mellon Shareowner Services	BNY Mellon Shareowner Services
c/o Mellon Investor Services LLC	c/o Mellon Investor Services LLC
Attn: Corporate Actions Department, 27th Floor	Attn: Corporate Actions Department, 27th Floor
P.O. Box 3301	480 Washington Boulevard
South Hackensack, NJ 07606	Jersey City, NJ 07310

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE SUBSTITUTE W-9 SET FORTH BELOW, IF REQUIRED. THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

THE TENDER OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM OR ON BEHALF OF) STOCKHOLDERS IN ANY JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO.

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s)
(Please fill in, if Blank, Exactly as Name(s)
Appear(s) on Certificate(s))
(Attach Additional Signed List if Necessary)	Shares Tendered
		Total Number	Total
		of Shares	Number
	Certificate	Represented by	of Shares
	Number(s)(1)	Certificate(s)(1)	Tendered(2)
	Total Shares

(1)	Need not be completed by stockholders tendering by book-entry transfer.
(2)	Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4.

This Letter of Transmittal is to be used by stockholders of Quixote Corporation (“Quixote”), if certificates for Shares (as defined below) are to be forwarded herewith or, unless an Agent’s Message (as defined in Section 2 of the Offer to Purchase) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at DTC (as defined in Section 2 of the Offer to Purchase and pursuant to the procedures set forth in Section 3 thereof).

Stockholders whose certificates for Shares (“Share Certificates”) are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase), must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase in order to participate in the Offer. See Instruction 2. Delivery of documents to DTC does not constitute delivery to the Depositary.

Additional Information if Shares Have Been Lost

If any Share Certificate you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated you should contact Computershare Trust Company, N.A., as Transfer Agent at (877) 282-1169 regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the Share Certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 11.

Ladies and Gentlemen:

The undersigned hereby tenders to THP Merger Co., a Delaware corporation (the “Purchaser”), the above described shares of common stock, par value $0.012/3 per share (including the associated preferred stock purchase rights, the “Shares”), of Quixote Corporation, a Delaware corporation (“Quixote”), pursuant to the Purchaser’s offer to purchase (the “Offer”) all outstanding Shares, at a purchase price of $6.38 per Share (the “Offer Price”), net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 7, 2010 (the “Offer to Purchase”), and in this Letter of Transmittal.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Purchaser all right, title and interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, “Distributions”)) and irrevocably constitutes and appoints BNY Mellon Shareowner Services (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and any and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii) present such Shares (and any and all Distributions) for transfer on the books of Quixote and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints S. Theis Rice and James E. Perry, and each of them, and any other designees of the Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of Quixote’s stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, (ii) to execute any written consent concerning any matter as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to and (iii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by the Purchaser. This appointment will be effective if and when, and only to the extent that, the Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). The Purchaser reserves the right to require that, in order for the Shares to be deemed validly tendered, immediately upon the Purchaser’s acceptance for payment of such Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of Quixote’s stockholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby (and any and all Distributions) and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title to such Shares (and any and all Distributions), free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and any and all Distributions). In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of the Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price the amount or value of such Distribution as determined by the Purchaser in its sole discretion.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms of and subject to the conditions to the Offer (and if the Offer is extended or amended, the terms of or the conditions to any such extension or amendment).

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all of the Shares purchased and, if appropriate, return any certificates for the Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and, if appropriate, return any certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at DTC designated above. The undersigned recognizes that the Purchaser has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of the Shares so tendered.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or certificates for Shares not tendered or not accepted are to be issued in the name of someone other than the undersigned.

Issue check and/or certificates to:

Name

(Please Print)

Address

(Include Zip Code)

(Taxpayer Identification or Social Security No.)

(Also Complete Substitute W-9 Below)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or certificates for Shares not tendered or not accepted are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown above.

Mail check and/or certificates to:

Name

(Please Print)

Address

(Include Zip Code)

(Taxpayer Identification or Social Security No.)

(Also Complete Substitute W-9 Below)

IMPORTANT

STOCKHOLDER: SIGN HERE

(Please complete and return the attached Substitute Form W-9 below)

Signature(s) of Holder(s) of Shares

Dated: ­ ­

Name(s)

(Please Print)

Capacity (full title) (See Instruction 5)

Address

(Include Zip Code)

Area Code and Telephone No.

Tax Identification or Social Security No. (See Substitute Form W-9 enclosed herewith)

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

Guarantee of Signature(s)
(If Required — See Instructions 1 and 5)

Authorized Signature:

Name:

Name of Firm:

Address

(Include Zip Code)

Area Code and Telephone No.

Dated: ­ ­

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures.  No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in DTC’s systems whose name(s) appear(s) on a security position listing as the owner(s) of the Shares) of Shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender.  This Letter of Transmittal is to be completed if Share Certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Share Certificates evidencing tendered Shares, or timely confirmation of a book-entry transfer of Shares (a “Book-Entry Confirmation”) into the Depositary’s account at DTC, as well as this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). Stockholders whose Share Certificates are not immediately available, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with this Letter of Transmittal (or a manually signed facsimile hereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry delivery, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

The method of delivery of this Letter of Transmittal, Share Certificates and all other required documents, including delivery through DTC, is at the option and the risk of the tendering stockholder and the delivery will be deemed made only when actually received by the Depositary (including, in the case of Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The Purchaser will not accept any alternative, conditional or contingent tenders, and no fractional Shares will be purchased. By executing this Letter of Transmittal (or facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance for payment of the Shares.

3. Inadequate Space.  If the space provided herein is inadequate, the Share Certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto.

4. Partial Tenders.  If fewer than all the Shares represented by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Shares which are to be tendered in the box entitled “Total Number of Shares Tendered”. In such case, a new certificate for the remainder of the Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the tender offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures.  If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates without alteration, enlargement or any change whatsoever.

(b) Joint Holders.  If any of the Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

(c) Different Names on Certificates.  If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

(d) Endorsements.  If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted.

6. Stock Transfer Taxes.  Except as otherwise provided in this Instruction 6, the Purchaser or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificate(s) for Shares not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered Share Certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to the Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificate(s) evidencing the Shares tendered hereby.

7. Special Payment and Delivery Instructions.  If a check is to be issued in the name of, and, if appropriate, Share Certificates for Shares not tendered or not accepted for payment are to be issued or returned to, any person(s) other than the signer of this Letter of Transmittal or if a check and, if appropriate, such Share Certificates are to be returned to any person(s) other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.

8. Substitute Form W-9.  To avoid backup withholding, a tendering stockholder is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9, which is provided under “Important Tax Information” below, and to certify, under penalties of perjury, that such number is correct and that such stockholder is not subject to backup withholding of U.S. federal income tax, and that such stockholder is a U.S. person (as defined for U.S. federal income tax purposes). If a tendering stockholder has been notified by the Internal Revenue Service (“IRS”) that such stockholder is subject to backup withholding, such stockholder must cross out item (2) of the Certification box of the Substitute Form W-9, unless such stockholder has since been notified by the IRS that such stockholder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering stockholder to U.S. federal income tax withholding on the payment of the purchase price of all Shares purchased from such stockholder. If the tendering stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such stockholder should check the box in Part 3 of the Substitute Form W-9, and sign and date the Substitute Form W-9. If the box in Part 3 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price to such stockholder until a TIN is provided to the Depositary.

Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. Foreign stockholders should submit an appropriate and properly completed IRS Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Such

stockholders should consult a tax advisor to determine which Form W-8 is appropriate. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.

9. Irregularities.  All questions as to purchase price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser in its sole discretion, which determinations shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of Shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Purchaser’s counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the tender offer (other than the Minimum Condition (as defined in the Offer to Purchase) which may only be waived with the consent of Quixote) and any defect or irregularity in the tender of any particular Shares, and the Purchaser’s interpretation of the terms of the tender offer (including these instructions) will be final and binding on all parties. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Purchaser shall determine. None of the Purchaser, the Depositary, the Dealer Manager or the Information Agent (as the foregoing are defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

10. Requests for Additional Copies.  Questions and requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal should be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below.

11. Lost, Destroyed or Stolen Certificates.  If any certificate representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify Computershare Trust Company, N.A., as Transfer Agent at (877) 282-1169. The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed.

This Letter of Transmittal, properly completed and duly executed, together with certificates representing Shares being tendered (or confirmation of book-entry transfer) and all other required documents, must be received before 12:00 midnight, New York City time, on the Expiration Date, or the tendering stockholder must comply with the procedures for guaranteed delivery.

IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a stockholder who is a U.S. person (as defined for U.S. federal income tax purposes) surrendering Shares must, unless an exemption applies, provide the Depositary (as payer) with the stockholder’s correct TIN on IRS Form W-9 or on the Substitute Form W-9 included in this Letter of Transmittal. If the stockholder is an individual, the stockholder’s TIN is such stockholder’s Social Security number. If the correct TIN is not provided, the stockholder may be subject to a $50 penalty imposed by the IRS and payments of cash to the stockholder (or other payee) pursuant to the Offer may be subject to backup withholding of a portion of all payments of the purchase price.

Certain stockholders (including, among others, corporations and certain foreign individuals and entities) may not be subject to backup withholding and reporting requirements. In order for an exempt foreign stockholder to avoid backup withholding, such person should complete, sign and submit an appropriate Form W-8 signed under penalties of perjury, attesting to his or her exempt status. A Form W-8 can be obtained from the Depositary. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate. Exempt stockholders, other than foreign stockholders, should furnish their TIN, check the box in Part 4 of the Substitute Form W-9 and sign, date and return the Substitute Form W-9 to the Depositary in order to avoid erroneous backup withholding. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

If backup withholding applies, the Depositary is required to withhold and pay over to the IRS a portion of any payment made to a stockholder. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a stockholder with respect to Shares sold pursuant to the Offer, the stockholder is required to notify the Depositary of the stockholder’s correct TIN by completing the Substitute Form W-9 included in this Letter of Transmittal certifying (1) that the TIN provided on the Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), (2) that the stockholder is not subject to backup withholding because (i) the stockholder is exempt from backup withholding, (ii) the stockholder has not been notified by the IRS that the stockholder is subject to backup withholding as a result of a failure to report all interest and dividends or (iii) the IRS has notified the stockholder that the stockholder is no longer subject to backup withholding and (3) the stockholder is a U.S. person (as defined for U.S. federal income tax purposes).

What Number to Give the Depositary

The tendering stockholder is required to give the Depositary the TIN, generally the Social Security number or Employer Identification Number, of the record holder of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute W-9” for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, such stockholder should check the box in Part 3 of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign and date the Certificate of Awaiting Taxpayer Identification Number, which appears in a separate box below the Substitute Form W-9. If the box in Part 3 of the Substitute Form W-9 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold a portion of all payments of the purchase price until a TIN is provided to the Depositary. If the Depositary is provided with an incorrect TIN in connection with such payments, the stockholder may be subject to a $50.00 penalty imposed by the IRS.

PAYER’S NAME: BNY MELLON SHAREOWNER SERVICES
SUBSTITUTE FORM W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number or Employer Identification Number
Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”) Please fill in your name and address below.	CHECK APPROPRIATE BOX: o  Individual/Sole Proprietor o Corporation o Partnership o Other		Part 3 —  Awaiting TIN  o Part 4 —  Exempt         o
	Part 2 — Certification — Under penalties of perjury, I certify that:
Name	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
Address (Number and Street) City, State and ZIP Code	(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and
	(3) I am a U.S. Person (including a U.S. resident alien)
	Certification Instructions — You must cross out Item (2) above if you have been notified by the IRS
	Signature ­ ­		Date ­ ­

NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, a portion of all reportable payments made to me will be withheld.

Signature, ­ ­  Date, ­ ­

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

WHAT NAME AND NUMBER TO GIVE THE PAYER

For this Type of Account:		Give Name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single- owner LLC	The owner(3)
6.	Sole proprietorship or single- owner LLC	The owner(3)
7.	A valid trust, estate, or pension trust	Legal entity(4)

For this Type of Account:		Give Name and EIN of:
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as state or local government, school district, or prison) that receives agricultural program payments	The entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE.   If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

OBTAINING A NUMBER

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the following: A corporation.

A financial institution.

An organization exempt from tax under section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7).

The United States or any agency or instrumentality thereof.

A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

An international organization or any agency, or instrumentality thereof.

A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.

A real estate investment trust.

A common trust fund operated by a bank under section 584(a).

An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).

An entity registered at all times under the Investment Company Act of 1940.

A foreign central bank of issue.

A futures commission merchant registered with the Commodity Futures Trading Commission.

A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

Payments to nonresident aliens subject to withholding under section 1441.

Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

Payments of patronage dividends where the amount received is not paid in money.

Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the following:

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

Payments of tax-exempt interest (including exempt-interest dividends under section 852).

Payments described in section 6049(b)(5) to non-resident aliens.

Payments on tax-free covenant bonds under section 1451.

Payments made by certain foreign organizations.

Mortgage interest paid to an individual.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting, are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.

PRIVACY ACT NOTICE — Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION — Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

The Depositary for the Offer is:

If delivering by mail:	If delivering by hand or courier:
BNY Mellon Shareowner Services	BNY Mellon Shareowner Services
c/o Mellon Investor Services LLC	c/o Mellon Investor Services LLC
Attn: Corporate Actions Department, 27th Floor	Attn: Corporate Actions Department, 27th Floor
P.O. Box 3301	480 Washington Boulevard
South Hackensack, NJ 07606	Jersey City, NJ 07310

Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained at our expense from the Information Agent or the Dealer Manager. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005

Bank and brokers please call: 212-269-5550
All others: 800-290-6427
Email: info@dfking.com

The Dealer Manager for the Offer is:

BofA Merrill Lynch
Bank of America Tower
One Bryant Park, 8th Floor
New York, New York 10036
Tel: 888-803-9655

EX-99.(A)(1)(C)

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

For Tender of Shares of Common Stock (including the associated

Series C Junior Participating Preferred Stock Purchase Rights)

of

QUIXOTE CORPORATION

at

$6.38 NET PER SHARE

Pursuant to the Offer to Purchase dated January 7, 2010

by

THP MERGER CO.

a wholly-owned subsidiary of

TRINITY INDUSTRIES, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 4, 2010, UNLESS THE TENDER OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (defined below) if (i) certificates representing shares of common stock, par value $0.012/3 per share (including the associated preferred stock purchase rights, the “Shares”), of Quixote Corporation, a Delaware corporation (“Quixote”), are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit all required documents to reach BNY Mellon Shareowner Services (the “Depositary”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery may be delivered by hand, facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

If delivering by mail:	By Facsimile Transmission:	If delivering by hand or courier:
BNY Mellon Shareowner Services	(Eligible Institutions Only)	BNY Mellon Shareowner Services
c/o Mellon Investor Services LLC	(201) 680-4626	c/o Mellon Investor Services LLC
Attn: Corporate Actions Department, 27th	Confirm Facsimile Receipt by	Attn: Corporate Actions Department, 27th
Floor	Telephone:	Floor
P.O. Box 3301	(201) 680-4860	480 Washington Boulevard
South Hackensack, NJ 07606		Jersey City, NJ 07310

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Ladies and Gentlemen:

The undersigned hereby tenders to THP Merger Co., a Delaware corporation, (the “Purchaser”) and a wholly-owned subsidiary of Trinity Industries, Inc., a Delaware corporation (“Trinity”), upon the terms and subject to the conditions set forth in the offer to purchase, dated January 7, 2010 (the “Offer to Purchase”), and the related Letter of Transmittal (such offer, the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.012/3 per share (including the associated preferred stock purchase rights, the “Shares”), of Quixote Corporation, a Delaware corporation (“Quixote”), specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Number of Shares and Certificate No(s) (if available): 

o Check here if Shares will be tendered by book entry transfer.

DTC Account Number: 

Dated: 

Name(s) of Record Holder(s): 

(Please type or print)

Address(es): 

(Zip Code)

Area Code and Tel.No.: 

(Daytime telephone number)

Signature(s) 

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, an Eligible Institution (defined in Section 3 of the Offer to Purchase), hereby (i) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended and (ii) guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC (defined in Section 2 of the Offer to Purchase), in either case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent’s Message (defined in Section 2 of the Offer to Purchase), together with any other documents required by the Letter of Transmittal, all within three NASDAQ Global Market trading days after the date hereof.

Name of Firm: 

Address: 

(Zip Code)

Area Code and Tel. No.: 

(Authorized Signature)

Name of Firm: 

(Please Type or Print)

Title: 

Dated: ­ ­

NOTE:   DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

EX-99.(A)(1)(D)

Exhibit (a)(1)(D)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock (including the associated

Series C Junior Participating Preferred Stock Purchase Rights)

of

QUIXOTE CORPORATION

at

$6.38 NET PER SHARE

Pursuant to the Offer to Purchase dated January 7, 2010

by

THP MERGER CO.

a wholly-owned subsidiary of

TRINITY INDUSTRIES, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 4, 2010, UNLESS THE TENDER OFFER IS EXTENDED.

January 7, 2010

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by Trinity Industries, Inc., a Delaware corporation (“Trinity”), and THP Merger Co., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of Trinity, to act as Dealer Manager in connection with the Purchaser’s offer to purchase (the “Offer”) for cash all outstanding shares of common stock, par value $0.012/3 per share (including the associated preferred stock purchase rights, the “Shares”), of Quixote Corporation, a Delaware corporation (“Quixote”), at a purchase price of $6.38 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 7, 2010 (the “Offer to Purchase”), and the related Letter of Transmittal enclosed herewith.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The Offer to Purchase;

2. The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, together with “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” providing information relating to backup federal income tax withholding;

3. A Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to BNY Mellon Shareowner Services (the “Depositary”) by the Expiration Date (as defined in the Offer to Purchase) or if the procedure for book-entry transfer cannot be completed by the Expiration Date;

4. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and

5. A return envelope addressed to BNY Mellon Shareowner Services, the Depositary, for your use only.

Certain conditions to the Offer are described in Section 15 (“Certain Conditions of the Offer”) of the Offer to Purchase. We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at 12:00 Midnight, New York City time, on Thursday, February 4, 2010, unless the Offer is extended.

For Shares to be properly tendered pursuant to the Offer, (a) the share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an “Agent’s Message” (as defined in the Offer to Purchase) in the case of book-entry transfer, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary, or (b) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and Letter of Transmittal.

The Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the Depositary and Information Agent as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. The Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

Merrill Lynch, Pierce, Fenner and Smith

        Incorporated

Nothing contained herein or in the enclosed documents shall constitute you the agent of the Purchaser, the Dealer Manager, the Information Agent or the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

EX-99.(A)(1)(E)

Exhibit (a)(1)(E)

Offer To Purchase For Cash

All Outstanding Shares of Common Stock (including the associated

Series C Junior Participating Preferred Stock Purchase Rights)

of

QUIXOTE CORPORATION

at

$6.38 NET PER SHARE

Pursuant to the Offer to Purchase dated January 7, 2010

by

THP MERGER CO.

a wholly-owned subsidiary of

TRINITY INDUSTRIES, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 4, 2010, UNLESS THE TENDER OFFER IS EXTENDED.

January 7, 2010

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated January 7, 2010 (the “Offer to Purchase”), and the related Letter of Transmittal in connection with the offer (the “Offer”) by THP Merger Co., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of Trinity Industries, Inc., a Delaware corporation (“Trinity”), to purchase for cash all outstanding shares of common stock, par value $0.012/3 per share (including the associated preferred stock purchase rights, the “Shares”) of Quixote Corporation, a Delaware corporation (“Quixote”), at a purchase price of $6.38 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1. The offer price for the Offer is $6.38 per Share, net to you in cash, without interest thereon and less any required withholding taxes.

2. The Offer is being made for all outstanding Shares.

3. The Offer and withdrawal rights will expire at 12:00 Midnight, New York City time, on Thursday, February 4, 2010 unless the Offer is extended by the Purchaser.

4. The Offer is subject to certain conditions described in Section 15 (“Certain Conditions of the Offer”) of the Offer to Purchase.

5. Tendering stockholders who are registered stockholders or who tender their Shares directly to BNY Mellon Shareowner Services (the “Depositary”), will not be obligated to pay any brokerage commissions or fees, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on the Purchaser’s purchase of Shares pursuant to the Offer.

If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

INSTRUCTION FORM

With Respect to the Offer to Purchase for Cash

All Outstanding Shares of Common Stock (including the associated

Series C Junior Participating Preferred Stock Purchase Rights)

of

QUIXOTE CORPORATION

at

$6.38 NET PER SHARE

Pursuant to the Offer to Purchase

dated January 7, 2010

by

THP MERGER CO.

a wholly-owned subsidiary of

TRINITY INDUSTRIES, INC.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated January 7, 2010, and the related Letter of Transmittal, in connection with the offer (the “Offer”) by THP Merger Co., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of Trinity Industries, Inc., a Delaware corporation (“Trinity”), to purchase for cash all outstanding shares of common stock, par value $0.012/3 per share (including the associated preferred stock purchase rights, the “Shares”) of Quixote Corporation, a Delaware corporation (“Quixote”), at a purchase price of $6.38 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) you to tender to the Purchaser the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

ACCOUNT NUMBER:

NUMBER OF SHARES BEING TENDERED HEREBY: ­ ­ SHARES*

The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

*  Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

Dated: ­ ­

(Signature(s))

Please Print Names(s)

Address 

Include Zip Code

Area code and Telephone no. 

Tax Identification or Social Security No. 

EX-99.(A)(5)(E)

Exhibit (a)(5)(E)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated January 7, 2010, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Purchaser (as defined below) by the Dealer Manager (as defined herein) or one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

Notice of Offer to Purchase for Cash

All of the Outstanding Shares of Common Stock (including

the associated Series C Junior Participating

Preferred Stock Purchase Rights)

of

Quixote Corporation

at

$6.38 Net Per Share

by

THP Merger Co.

THP Merger Co., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of Trinity Industries, Inc., a Delaware corporation (“Trinity”), is offering to purchase all outstanding shares of common stock, par value $0.01-2/3 per share (including the associated preferred stock purchase rights, the “Shares”), of Quixote Corporation, a Delaware corporation (“Quixote”), at a purchase price of $6.38 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 7, 2010, and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). Stockholders of record who tender directly to BNY Mellon Shareowner Services (the “Depositary”) will not be obligated to pay brokerage fees or commissions or, except as set forth in the Letter of Transmittal, transfer taxes on the purchase of Shares by the Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult such institution as to whether it charges any service fees.

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 4, 2010, UNLESS THE OFFER IS EXTENDED.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 30, 2009 (as it may be amended from time to time, the “Merger Agreement”), among Trinity, Quixote and the Purchaser. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to certain conditions, the Purchaser will be merged with and into Quixote (the “Merger”) with Quixote continuing as the surviving corporation, wholly-owned by Trinity. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than Shares held (i) in the treasury of Quixote or by Trinity or the Purchaser, (ii) by any subsidiary of Trinity other than the Purchaser, or (iii) by stockholders who exercise appraisal rights under Delaware law with respect to such Shares) will be cancelled and converted into the right to receive $6.38 or any greater per Share price paid in the Offer, without interest thereon and less any required withholding taxes. The Merger Agreement is more fully described in Section 11 of the Offer to Purchase.

The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition. The Minimum Condition requires that the number of Shares that have been validly tendered and not properly withdrawn at the expiration of the Offer together with the number of Shares (if any) then owned by Trinity or any of its subsidiaries represents at least 60% of the Shares then outstanding determined on a fully-diluted basis (on a “fully-diluted basis” meaning the number of Shares then issued and

outstanding plus all shares which Quixote may be required to issue as of such date pursuant to options, warrants, rights, convertible or exchangeable securities (including shares reserved for issuance upon exercise of Quixote’s 7% Senior Subordinated Convertible Notes) or similar obligations then outstanding, but only to the extent then vested or exercisable or capable of being vested or exercisable on or prior to (x) April 1, 2010 if no Shares have been purchased pursuant to the Offer or (y) July 1, 2010 if the sole reason the Merger has not been consummated on or before April 1, 2010 is that an injunction, judgment, order, decree or ruling of a governmental authority of competent jurisdiction is in effect and either Trinity or Quixote are still contesting the entry of such injunction, judgment, order, decree or ruling, in court or through other applicable proceedings (such applicable date, the “Walk-Away Date”)). See Section 15 — “Certain Conditions of the Offer” of the Offer to Purchase.

The Quixote Board of Directors has unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger and (ii) recommended that the stockholders of Quixote accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and, if required by applicable law, adopt the Merger Agreement.

The Merger Agreement provides that (i) subject to the parties’ respective rights to terminate the Merger Agreement in accordance with its terms, the Purchaser must extend the Offer for one or more periods of not more than 10 business days each if, at the applicable expiration date, any condition of the Offer has not been satisfied or waived; provided, however, that the Purchaser shall not be required to extend the Offer beyond the Walk-Away Date, and (ii) the Purchaser may elect to, and at the request of Quixote, must provide for a subsequent offering period of up to 20 business days in accordance with Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if, following the date on which the Purchaser accepts for payment Shares validly tendered and not withdrawn pursuant to the Offer (the “Purchase Date”), the number of Shares validly tendered and not withdrawn pursuant to the Offer, when taken together with Shares (if any) then owned by Trinity or any of its subsidiaries, constitutes less than 90% of the Shares then outstanding. Under the Merger Agreement, the Purchaser will also extend the Offer for any period required by any rule, regulation or interpretation of the SEC or its staff that is applicable to the Offer.

The Purchaser has agreed in the Merger Agreement that, without the consent of Quixote, it will not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) waive the Minimum Condition, (v) impose additional conditions to the Offer, (vi) modify or amend any of the conditions to the Offer or makes other changes in the terms of the Offer that are in any manner adverse to the holders of Shares or (vii) extend the applicable expiration date in a manner other than in accordance with the Merger Agreement.

Except as set forth above, and subject to the applicable rules and regulations of the SEC, the Purchaser expressly reserves the right to waive any condition to the Offer (other than the Minimum Condition, which may not be waived without Quixote’s prior consent), increase the Offer Price and/or make any other changes in the terms of the Offer. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Without limiting the manner in which the Purchaser may choose to make any public announcement, the Purchaser currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC.

For purposes of the Offer, the Purchaser will be deemed to have accepted for payment and thereby purchased Shares validly tendered and not withdrawn if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s acceptance of such Shares for payment pursuant to the Offer. Upon the terms and conditions of the Offer, the Purchaser will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for purposes of transmitting such payments to the tendering stockholders. Under no circumstances will the Purchaser pay interest on the purchase price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

In all cases, the Purchaser will pay for Shares accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (i) certificates representing such Shares or timely confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in Section 3 of the Offer to Purchase; (ii) a properly completed and duly executed Letter of Transmittal with all required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 2 of the Offer to Purchase) in lieu of the Letter of Transmittal; and (iii) any other documents required by the Letter of Transmittal.

Shares tendered pursuant to the Offer may be withdrawn at any time on or before the expiration of the Offer. Thereafter, tenders are irrevocable, except that Shares tendered may also be withdrawn after March 8, 2010, unless the Purchaser has already accepted them for payment. For a withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of the Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be

withdrawn and the name in which the certificates representing such Shares are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Section 3 of the Offer to Purchase), unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 of the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary. The Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal, and such determination will be final and binding. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of the Purchaser, Trinity or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded and any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered by following one of the procedures for tendering Shares described in Section 3 of the Offer to Purchase at any time prior to the expiration of the Offer.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

Quixote provided the Purchaser with Quixote’s stockholder lists and security position listings for the purpose of disseminating the Offer to Purchase, the related Letter of Transmittal and related documents to holders of Shares. The Offer to Purchase and related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Quixote’s stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

The receipt of cash by a holder (as defined in Section 5 of the Offer to Purchase) of Shares pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. See Section 5 of the Offer to Purchase for a more detailed discussion of the tax treatment of the Offer. You are urged to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger.

The Offer to Purchase and the related Letter of Transmittal contain important information. Stockholders should carefully read both documents in their entirety before any decision is made with respect to the Offer.

Questions and requests for assistance may be directed to the Information Agent at its address and telephone numbers set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies. Such copies will be furnished promptly at the Purchaser’s expense. The Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent or the Depositary) for soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.
48 Wall Street

New York, NY 10005

CALL TOLL-FREE 800-290-6427

Email: info@dfking.com

The Dealer Manager for the Offer is:

BofA Merrill Lynch

Bank of America Tower

One Bryant Park, 8th Floor

New York, New York 10036

Tel: 888-803-9655

January 7, 2010

EX-99.(A)(5)(F)

Exhibit (a)(5)(F)

Investor Contacts:

FOR TRINITY INDUSTRIES, INC.: James E. Perry Vice President, Finance and Treasurer Trinity Industries, Inc. 214/589-8412	FOR QUIXOTE CORPORATION: Daniel P. Gorey Chief Financial Officer Joan R. Riley Director of Investor Relations 312/467-6755
	Investor Relations: Eric Boyriven/Alexandra Tramont 212/850-5600

FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Announces Commencement of Tender Offer
to Acquire Quixote Corporation

DALLAS — January 7, 2010 — Trinity Industries, Inc. (NYSE: TRN) today announced the commencement of a tender offer by its subsidiary, THP Merger Co., for all outstanding shares of common stock of Quixote Corporation (NASDAQ: QUIX) for $6.38 per share (including the associated preferred stock purchase rights), net to the seller in cash, without interest. The tender offer is being made pursuant to an Offer to Purchase, dated January 7, 2010, and in connection with the Agreement and Plan of Merger, dated December 30, 2009, by and among Trinity Industries, Inc., THP Merger Co., a wholly-owned subsidiary of Trinity, and Quixote Corporation, which Trinity Industries, Inc. and Quixote Corporation publicly announced on December 30, 2009.

The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Thursday, February 4, 2010, unless the tender offer is extended. Following the completion of the tender offer and, if required, receipt of approval by Quixote Corporation stockholders, Trinity Industries, Inc. expects to consummate a merger in which remaining Quixote Corporation stockholders will receive the same $6.38 cash price per share, without interest, as paid in the tender offer. The tender offer and merger are subject to customary closing conditions, including the acquisition by THP Merger Co. of at least 60% of Quixote Corporation’s issued and outstanding shares on a fully-diluted basis in the tender offer.

The Depositary for the tender offer is BNY Mellon Shareowner Services. The Dealer Manager for the tender offer is BofA Merrill Lynch. The Information Agent for the tender offer is D.F. King & Co., Inc.

Trinity Industries, Inc., headquartered in Dallas, Texas, is a multi-industry company that owns a variety of market-leading businesses which provide products and services to the industrial, energy, transportation, and construction sectors. Trinity reports its financial results in five principal business segments: the Rail Group, the Railcar Leasing and Management Services Group, the Inland Barge Group, the Construction Products Group, and the Energy Equipment Group. For more information, visit: www.trin.net.

Quixote Corporation, headquartered in Chicago, Illinois (www.quixotecorp.com), through its wholly-owned subsidiary, Quixote Transportation Safety, Inc., is a leading manufacturer of energy-absorbing highway crash cushions, truck-mounted attenuators, bridge anti-icing systems, flexible post delineators and other transportation safety products.

Special Note:

Additional Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a Tender Offer Statement and related materials.

Quixote Corporation stockholders are advised to read the Tender Offer Statement and related materials, to be filed by Trinity Industries, Inc. with the SEC. The Tender Offer Statement on Schedule TO (including the Offer to Purchase, letter of transmittal and related tender offer documents) to be filed by Trinity Industries, Inc. with the SEC and the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by Quixote Corporation with the SEC contain important information which should be read carefully before any decision is made with respect to the tender offer. The Tender Offer Statement will be mailed to all Quixote Corporation stockholders of record.

The Tender Offer Statement and related materials may be obtained at no charge by directing a request by mail to D.F. King & Co., Inc., 48 Wall Street, New York, New York 10005, or by calling toll-free at (800) 290-6427, and may also be obtained at no charge at the website maintained by the SEC at http://www.sec.gov.

This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts. These statements include product development, product potential projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future events, operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans” and similar expressions. Although the management of Trinity Industries, Inc. and Quixote Corporation believe that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of either Trinity Industries, Inc. or Quixote Corporation, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include among other things, the uncertainties inherent in market conditions and product development as well as those discussed or identified in the public filings with the SEC made by Trinity Industries, Inc. and Quixote Corporation, including those listed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in Trinity Industries, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 and in Quixote Corporation’s Annual Report on Form 10-K for the year ended June 30, 2009. Other than as required by applicable law, Trinity Industries, Inc. and Quixote Corporation do not undertake any obligation to update or revise any forward-looking information or statements.

- END -

EX-99.(D)(1)

Exhibit (d)(1)

October 17, 2008

William A. McWhirter II

Senior Vice President and Chief Financial Officer

Trinity Industries, Inc.

2525 Stemmons Freeway

Dallas TX 75207

Dear William:

In connection with your consideration of a possible transaction (a “Transaction”) involving Quixote Corporation (“Company”), Company and you expect to make available to one another certain nonpublic information concerning their respective business, financial condition, operations, assets and liabilities. As a condition to such information being furnished to each party and its controlled subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Representatives”), each party agrees to treat any nonpublic information concerning the other party (whether prepared by the disclosing party, its advisors or otherwise and irrespective of the form of communication) which is furnished hereunder to a party or to its Representatives now or during the term of this letter agreement expressed in Section 17 below by or on behalf of the disclosing party (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions hereinafter set forth.

1. Evaluation Material.  The term “Evaluation Material” also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by each party or its’ Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public. The term “Evaluation Material” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this letter agreement by the receiving party or its Representatives, (ii) was within the receiving party’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, or (iv) is independently developed by the recipient without use of Evaluation Material.

2. Purpose of Disclosure of Evaluation Material.  It is understood and agreed to by each party that any exchange of information under this letter agreement shall be solely for the purpose of evaluating a Transaction between the parties consistent with Section 12 below. It is further agreed, that the information to be disclosed to each other shall only be that information which is reasonably necessary to evaluate a Transaction and that information which is not reasonably necessary for such purposes shall not be disclosed or exchanged. For purposes of determining when information is reasonably necessary for such purpose, legal counsel to each party shall agree, in advance, to review information requests so as to comply with such standard. In addition, review of competitively sensitive information such as information concerning product development or marketing plans, product prices or pricing plans, cost data, customers or similar information which has been determined to be reasonably necessary to evaluate a Transaction, shall be limited only to those senior executives and Representatives who are involved in evaluating or negotiating a Transaction or approving the value of a Transaction.

3. Use of Evaluation Material.  Subject to Section 2 acknowledgments, each party hereby agrees that it and its Representatives shall use the other’s Evaluation Material solely for the purpose of evaluating a possible Transaction between the parties, and that the disclosing party’s Evaluation Material will be kept confidential and each party and its Representatives will not disclose or use for purposes other than the evaluation of a Transaction any of the other’s Evaluation Material in any manner

Quixote Corporation, 35 E. Wacker Drive, Suite 1100, Chicago, Illinois 60601, 312/467-6755, Fax: 312/467-1356

whatsoever; provided, however, that (i) the receiving party may make any disclosure of such information to which the disclosing party gives its prior written consent and (ii) any of such information may be disclosed to the receiving party’s Representatives who need to know such information for the sole purpose of evaluating a possible Transaction between the parties, who are informed of the existence of this letter agreement and who are directed by the receiving party to treat such information confidentially.

4. Non-Disclosure.  In addition, each party agrees that, subject to paragraph 5 below, without the prior written consent of the other party, its Representatives will not disclose to any other person the fact that any Evaluation Material has been made available hereunder, that discussions or negotiations are taking place concerning a Transaction involving the parties or any of the terms, conditions or other facts with respect thereto (including the status thereof).

5. Required Disclosure.  In the event that a party or any of its Representatives are requested pursuant to, or required by, applicable law or regulation (including, without limitation, any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of the party’s securities are listed or quoted) or by legal process (whether by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the disclosing party’s Evaluation Material or any other information concerning the other party or the Transaction, the party requested or required to make the disclosure shall provide the disclosing party with prompt notice of such request or requirement in order to enable the disclosing party (i) to seek an appropriate protective order or other remedy, (ii) unless prohibited by law, to consult with the party requested or required to make the disclosure with respect to the disclosing party taking steps to resist or narrow the scope of such request or legal process or (iii) to waive compliance with the terms of this letter agreement If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing party, the party requested or required to make the disclosure or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled to disclose the other party’s Evaluation Material, the party requested or required to make the disclosure or its Representative may, without liability hereunder, disclose only that portion of the disclosing party’s Evaluation Material which such counsel advises is legally required to be disclosed, provided that the party requested or required to make the disclosure exercises its reasonable efforts to preserve the confidentiality of the disclosing party’s Evaluation Material, including, without limitation, by cooperating with the disclosing party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the other party’s Evaluation Material.

6. Termination of Discussions.  If either party decides that it does not wish to proceed with a Transaction with the other party, the party so deciding will promptly inform the other party of that decision by giving a written notice of termination. In that case, or at any time upon the request of either disclosing party for any reason, each receiving party will promptly deliver to the disclosing party or destroy all written Evaluation Material (and all copies thereof and extracts there from) furnished to the receiving party or its Representatives by or an behalf of the disclosing party pursuant hereto. In the event of such a decision or request, all other Evaluation Material prepared by the receiving party shall be destroyed and no copy thereof shall be retained, and in no event shall either party be obligated to disclose or provide the Evaluation Material prepared by it or its Representatives to the other party. Upon request of the disclosing party, a duly authorized representative of the receiving party shall certify to the disclosing party any such destruction pursuant to the preceding two sentences. Notwithstanding the foregoing, the banker, financial advisor and outside counsel of either party may retain copies of the Confidential Information (including Confidential information stored on electronic, magnetic or similar media) in accordance with policies and procedures implemented in order to comply with legal and regulatory requirements. Notwithstanding the return or destruction of the Evaluation Material, each party and its Representatives will continue to be bound by its obligations of confidentiality and other obligations under this letter agreement.

7. No Representation of Accuracy.  Each party understands and acknowledges that neither party nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material made available by it or to it. Each party agrees that neither party nor any of its Representatives shall have any liability to the other party or to any of its Representatives relating to or resulting from the use of or reliance upon such other party’s Evaluation Material or any errors therein or omissions there from. Only those representations or warranties which are made in a final definitive agreement regarding the Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.

8. Definitive Agreement.  Unless explicitly agreed in a signed writing and with reference to this letter agreement, each party understands and agrees that no contract or agreement providing for any Transaction involving the parties shall be deemed so exist between the parties unless and until a final definitive agreement has been executed and delivered. Each party also agrees

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that unless and until a final definitive agreement regarding a Transaction between the parties has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such a Transaction by virtue of this letter agreement except for the matters specifically agreed to herein. For purposes of this paragraph, the term “definitive agreement” does not include an executed letter of intent or any other preliminary written agreement. Both parties further acknowledge and agree that each party reserves the right, in its sole discretion, to provide or not provide Evaluation Material to the receiving party under this letter agreement, to reject any and all proposals made by the other party or any of its Representatives with regard to a Transaction between the parties, and to terminate discussions and negotiations at any time.

9. Standstill.  For a period commencing with the date of this letter agreement and ending on the 12-month anniversary of the date of this letter agreement (the “Standstill Period”), each party and its Representatives shall not, without the prior written consent of the other party (the “Target”) or its board of directors:

(a) acquire, publicly offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any Voting Securities (as defined below) or direct or indirect rights to acquire any Voting Securities of the Target or any of its subsidiaries, or of any successor to or person in control of the Target, or any assets of other party or any subsidiary or division of the Target or of any such successor or controlling person (a divestiture by a party of any Voting Securities in an open-market transaction shall not be a breach of this Section 9, provided the divesting party has an opinion of counsel stating that such divestiture is in compliance with Section 11 below);

(b) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in Regulation 14A promulgated under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or seek to advise or influence any person or entity with respect to the voting of any Voting Securities of the Target;

(c) form, join or in any way participate in a 13D Group (as defined below), in connection with any of the foregoing;

(d) take any action that could reasonably be expected to require the Target to make a public announcement regarding the possibility of any of the events described in clauses (a) through (c) above; or

(e) publicly request the Target or any of its Representatives, directly or indirectly, to amend or waive any provision of this paragraph.

For purposes hereof, “Voting Securities” shall mean, with respect to each party hereto, at any time shares of any class of capital stock of such party which are then entitled to vote generally in the election of directors; provided, that for purposes of this definition any securities which at such time are convertible or exchangeable into or exercisable for shares of common stock of such party shall be deemed to have been so converted, exchanged or exercised. For purposes hereof, “13D Group” shall mean, with respect to the Voting Securities of each party hereto, any group of persons formed for the purpose of acquiring, holding, voting or disposing of such Voting Securities which would require under Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder to file a statement on Schedule 13D with the Securities and Exchange Commission as a “person” within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Voting Securities representing more than 5% of the total combined voting power of all such Voting Securities then outstanding,

10. Non-Solicit.  For the Standstill Period, each party and its Representatives will not fund each party and its Representatives will not assist or encourage others to), directly or indirectly, whether by agent or otherwise, without the prior consent of other party, solicit for employment or knowingly employ any person who is a director, officer or employee of the other party or its subsidiaries; provided, however, that the term “solicit for employment” shall not be deemed to include general solicitations of employment not specifically directed inward employees of the other party and any hiring by a party of persons responding to such general solicitations, irrespective of current or prior employment, shall not be a breach of this Section 10.

11. Securities Laws.  Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this letter agreement, of the restrictions imposed by the applicable securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

12. Competition.  Notwithstanding anything contained, herein to the contrary, the parties acknowledge that they may now and in the future be direct competitors and that the receipt and possession of the Evaluation Material of one party by the other party will run, in and of itself, prevent or restrict the receiving party in any way from carrying on its business in the

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ordinary course, including without limitation, making quotes or bids in direct competition with disclosing party, provided that. in. doing so you comply with the obligations of this agreement.

13. Waiver.  It is understood and agreed that no failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.

14. Miscellaneous.  Each party agrees to be responsible for any breach of this letter agreement by any of its Representatives. In case any provision of this letter agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this letter agreement shall not in any way be affected or impaired thereby.

15. Injunctive Relief.  It is further understood and agreed that money damages may not be a sufficient remedy for any breach of this letter agreement by either party or any of its Representatives and that the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this letter agreement but shall be in addition to all other remedies available at law or equity. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines that either party or any of its Representatives have breached this letter agreement, then the breaching party shall be liable and pay to the non-breaching party the reasonable legal fees incurred in connection with such litigation, including an appeal there from.

16. Governing Law.  This letter agreement shall be governed by and construed in accordance with the laws of the State of Illinois applicable to agreements made and to be performed within such State, The parties also hereby irrevocably and unconditionally consent to submit to the non-exclusive jurisdiction of the courts of the State of Illinois located in Cook County and of the federal district courts located in the Northern District of the State of Illinois for any actions, suits or proceedings arising out of or relating to this letter agreement and the transactions contemplated hereby, and further agree that service or any process for any action, suit or proceeding may be brought against any party in any such court. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this letter agreement or the transactions contemplated hereby, in the courts of the State of Illinois, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

17. Term.  Other than for the obligation set out in Section 9 above, the obligations of this letter agreement shall continue for a period of two years following the date hereof, unless and until this letter agreement is terminated earlier than such time by either party or if superseded by another agreement that concerns the use of the Evaluation Material.

Please confirm your agreement with the foregoing by signing and returning one copy of this letter agreement to the undersigned, whereupon this letter agreement shall become a binding agreement between you and Company,

Very truly yours,

QUIXOTE CORPORATION

By:  /s/  Leslie J. Jezuit

Name:     LESLIE J. JEZUIT

Title:      CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Accepted and agreed as of the date first written above:

TRINITY INDUSTRIES, INC.

By:  /s/  William A. McWhirter II

Name:     

Title: 

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EX-99.(D)(2)

Exhibit (d)(2)

Execution Copy

AGREEMENT AND PLAN OF MERGER

Dated as of December 30, 2009

among

TRINITY INDUSTRIES, INC.,

THP MERGER CO.

and

QUIXOTE CORPORATION

TABLE OF CONTENTS

	Page
ARTICLE I The Offer		1
SECTION 1.1 The Offer		1
SECTION 1.2 Company Actions		3
SECTION 1.3 Directors of the Company		5
SECTION 1.4 Stockholder Meeting		6
SECTION 1.5 Option to Acquire Additional Shares		7
SECTION 1.6 Offer Documents; Schedule 14D-9; Proxy Statement		8
ARTICLE II The Merger		8
SECTION 2.1 The Merger		8
SECTION 2.2 Closing		8
SECTION 2.3 Effective Time		8
SECTION 2.4 Effects of the Merger		9
SECTION 2.5 Certificate of Incorporation and By-laws of the Surviving Corporation		9
SECTION 2.6 Directors and Officers of the Surviving Corporation		9
SECTION 2.7 Conversion of Securities		9
SECTION 2.8 Exchange of Certificates		10
SECTION 2.9 Appraisal Rights		12
SECTION 2.10 Company Stock Options		13
SECTION 2.11 Company Restricted Stock		13
ARTICLE III Representations and Warranties of the Company		14
SECTION 3.1 Organization, Standing and Corporate Power		14
SECTION 3.2 Capitalization		15
SECTION 3.3 Authority; Noncontravention; Voting Requirements		16
SECTION 3.4 Governmental Approvals		17
SECTION 3.5 Company SEC Documents; Undisclosed Liabilities		17
SECTION 3.6 Absence of Certain Changes or Events		20
SECTION 3.7 Legal Proceedings		21
SECTION 3.8 Compliance With Laws; Permits		21
SECTION 3.9 Information Supplied		22

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TABLE OF CONTENTS
(continued)

	Page
SECTION 3.10 Tax Matters		22
SECTION 3.11 Employee Benefits and Labor Matters		24
SECTION 3.12 Environmental Matters		27
SECTION 3.13 Contracts		28
SECTION 3.14 Title to Properties		30
SECTION 3.15 Intellectual Property		31
SECTION 3.16 Insurance, Claims and Warranties		34
SECTION 3.17 Opinion of Financial Advisor		35
SECTION 3.18 Brokers and Other Advisors		35
SECTION 3.19 Anti-Takeover Statutes, Company Certificate of Incorporation and By-law Provisions		35
SECTION 3.20 Rule 14d-10		35
SECTION 3.21 Relationships with Customers and Suppliers		36
SECTION 3.22 Voting Requirements		36
SECTION 3.23 Affiliate Transactions		36
SECTION 3.24 Compliance with the U.S. Foreign Corrupt Practices Act and Other Applicable Anti-Corruption Laws		36
SECTION 3.25 No Other Representations or Warranties		37
ARTICLE IV Representations and Warranties of Parent and Purchaser		37
SECTION 4.1 Organization		37
SECTION 4.2 Authority; Noncontravention		38
SECTION 4.3 Governmental Approvals		38
SECTION 4.4 Information Supplied		39
SECTION 4.5 Ownership and Operations of Purchaser		39
SECTION 4.6 Adequate Funds		39
SECTION 4.7 Brokers and Other Advisors		39
SECTION 4.8 Share Ownership		40
SECTION 4.9 Absence of Litigation		40
SECTION 4.10 Other Agreements or Understandings		40
SECTION 4.11 No Additional Representations		40

ii

TABLE OF CONTENTS
(continued)

	Page
ARTICLE V Additional Covenants and Agreements		40
SECTION 5.1 Conduct of Business		40
SECTION 5.2 No Solicitation by the Company; Etc		44
SECTION 5.3 Reasonable Best Efforts		47
SECTION 5.4 Public Announcements		48
SECTION 5.5 Access to Information; Confidentiality		48
SECTION 5.6 Notification of Certain Matters		48
SECTION 5.7 Indemnification and Insurance		49
SECTION 5.8 Securityholder Litigation		50
SECTION 5.9 Fees and Expenses		50
SECTION 5.10 Section 16 Matters		50
SECTION 5.11 Anti-Takeover Statute		50
SECTION 5.12 Credit Agreement and Convertible Debt		50
SECTION 5.13 Employee Matters		51
SECTION 5.14 Severance Payments		52
ARTICLE VI Conditions to the Merger		52
SECTION 6.1 Conditions to Each Party’s Obligation to Effect the Merger		52
ARTICLE VII Termination		53
SECTION 7.1 Termination		53
SECTION 7.2 Effect of Termination		55
SECTION 7.3 Termination Fee		56
SECTION 7.4 Loan to the Company		57
ARTICLE VIII Miscellaneous		58
SECTION 8.1 No Survival, Etc		58
SECTION 8.2 Amendment or Supplement		58
SECTION 8.3 Extension of Time, Waiver, Etc		58
SECTION 8.4 Assignment		59
SECTION 8.5 Counterparts		59
SECTION 8.6 Entire Agreement; No Third-Party Beneficiaries		59

iii

TABLE OF CONTENTS
(continued)

	Page
SECTION 8.7 Governing Law; Jurisdiction; Waiver of Jury Trial		59
SECTION 8.8 Specific Enforcement		60
SECTION 8.9 Notices		60
SECTION 8.10 Severability		61
SECTION 8.11 Definitions		61
SECTION 8.12 Interpretation		66

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AGREEMENT AND PLAN OF MERGER

          This AGREEMENT AND PLAN OF MERGER, dated as of December 30, 2009 (this “Agreement”), is among Trinity Industries, Inc., a Delaware corporation (“Parent”), THP Merger Co., a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and Quixote Corporation, a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.

          WHEREAS, the respective Boards of Directors of Parent, Purchaser and the Company each deems it advisable that Parent acquire the Company on the terms and subject to the conditions provided for in this Agreement;

          WHEREAS, in furtherance thereof it is proposed that such acquisition be accomplished by (a) Purchaser commencing a tender offer to (1) purchase all of the shares of common stock, $.01²/3 par value, of the Company (“Company Common Stock”) issued and outstanding (each, together with the associated Rights, a “Share” and, collectively, the “Shares”) for $6.38 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the “Offer Price”), subject to any required withholding of Taxes, net to the seller in cash, on the terms and subject to the conditions provided for in this Agreement (such cash tender offer, as it may be amended from time to time as permitted by this Agreement, the "Offer”) and (2) acquire with each share of Company Common Stock the associated Series C Junior Participating Preferred Stock Rights (the “Rights”) issued under the Rights Agreement, dated as of March 16, 2009, between the Company and Computershare Trust Company, N.A. as Rights Agent (the “Rights Agreement”)), and (b) following the consummation of the Offer, the merger of Purchaser with and into the Company, with the Company being the surviving corporation, in accordance with the General Corporation Law of the State of Delaware (the "DGCL”), pursuant to which Shares (other than certain shares as provided in paragraphs (a) and (b) of Section 2.7) will be converted into the right to receive the Offer Price, subject to any required withholding of Taxes, on the terms and subject to the conditions provided for in this Agreement (the “Merger”);

          WHEREAS, the respective Boards of Directors of Parent (on its own behalf and as the sole stockholder of Purchaser), Purchaser and the Company have each approved this Agreement, the Offer and the Merger; and

          NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, Parent, Purchaser and the Company hereby agree as follows:

ARTICLE I

The Offer

     SECTION 1.1 The Offer.

          (a) Provided that (1) none of the events or circumstances set forth in paragraphs (a) through (f) of Annex A hereto shall have occurred and be existing (and shall not have been waived by Purchaser) and (2) the Company shall have complied with its obligations

under Section 1.2 hereof, Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer to purchase all of the Shares at the Offer Price as promptly as reasonably practicable after the date hereof, but in no event later than seven Business Days after the initial public announcement of the execution of this Agreement (which initial public announcement shall occur no later than the first Business Day following execution and delivery of this Agreement). The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only (x) to the satisfaction of the condition that at the expiration of the Offer there be validly tendered in accordance with the terms of the Offer and not withdrawn that number of Shares which, when taken together with Shares (if any) then owned by Parent or any of its Subsidiaries, represents at least 60% of the Shares then outstanding determined on a fully-diluted basis (on a “fully-diluted basis” meaning the number of Shares then issued and outstanding plus all shares of Company Common Stock which the Company may be required to issue as of such date pursuant to options, warrants, rights, convertible or exchangeable securities (including the Convertible Securities) or similar obligations then outstanding, but only to the extent then vested or exercisable or capable of being vested or exercisable on or prior to the Walk-Away Date) (the “Minimum Condition”), and (y) to the satisfaction (or waiver by Purchaser) of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any of such conditions (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that no change may be made without the prior written consent of the Company which decreases the price per Share payable in the Offer, changes the form of consideration to be paid in the Offer, reduces the maximum number of Shares sought to be purchased in the Offer, imposes conditions to the Offer in addition to the conditions set forth in Annex A hereto, waives the Minimum Condition, or modifies or amends any of the conditions set forth in Annex A hereto or makes other changes in the terms of the Offer that are in any manner adverse to the holders of Shares or, except as provided below, extends the expiration date of the Offer. Notwithstanding the foregoing, Purchaser shall extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer. In addition, (i) if at the initial scheduled expiration date, which shall be 20 Business Days following the date of commencement of the Offer, or any subsequent scheduled expiration date, any of the conditions to Purchaser’s obligation to accept for payment and to pay for Shares tendered shall not be satisfied or, to the extent permitted by this Agreement, waived, Purchaser shall extend the Offer in increments of not more than 10 Business Days each until such time as such conditions are satisfied or waived; provided that Purchaser shall not be required to extend the Offer beyond the Walk-Away Date (as defined in Section 7.1(b)(iii)); subject, however, to the parties’ respective rights to terminate this Agreement pursuant to Section 7.1, and (ii) if the number of Shares validly tendered and not withdrawn pursuant to the Offer, when taken together with Shares (if any) then owned by Parent or any of its Subsidiaries, constitutes less than 90% of the Shares then outstanding, without the consent of the Company, Purchaser shall (subject to applicable law) have the right to, and at the request of the Company shall, provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 Business Days after Purchaser’s acceptance for payment of the Shares then tendered and not withdrawn pursuant to the Offer, in which event Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept for payment and promptly pay for all Shares validly tendered and not

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withdrawn as of such expiration date. Subject to the terms of the Offer and this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of any expiration date of the Offer, Purchaser shall accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer promptly after it is permitted to do so under applicable law. On or prior to the date that Purchaser becomes obligated to pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer. The Offer Price shall, subject to any required withholding of Taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered to Purchaser pursuant to the Offer.

          (b) As promptly as practicable on the date of commencement of the Offer, Parent and Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain or incorporate by reference an offer to purchase and forms of the related letter of transmittal and all other ancillary Offer documents (collectively, together with all amendments, supplements and exhibits thereto, the “Offer Documents”). The Company shall promptly provide Parent with all information concerning the Company that is required to be included in the Offer Documents. Parent and Purchaser shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. Parent and Purchaser, on the one hand, and the Company, on the other hand, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall be or shall have become false or misleading in any material respect, and Parent and Purchaser shall cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of the Shares, in each case, as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents before they are filed with the SEC and disseminated to holders of Shares. In addition, Parent and Purchaser agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, to consult with the Company and its counsel prior to responding to any such comments and to provide the Company with copies of all such responses, whether written or oral.

     SECTION 1.2 Company Actions.

          (a) The Company hereby represents and warrants that the Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) approved and declared advisable this Agreement and the transactions contemplated hereby (the "Transactions”), including the Offer and the Merger (such approval having been made in accordance with the DGCL, including for purposes of Section 203 thereof), and (ii) resolved to recommend that stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant thereto and adopt this Agreement. Subject to Section 5.2(c) hereof, the Company shall, through its Board of Directors, recommend that stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant thereto and adopt this Agreement. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company’s Board of

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Directors described above. The Company hereby further represents and warrants that (A) the Board of Directors of the Company has received the opinion of Financial Advisor, dated the date of this Agreement, to the effect that, as of such date, and subject to the various assumptions and qualifications set forth therein, the consideration to be received by the Company’s stockholders in the Offer and the Merger is fair to such holders from a financial point of view (the “Fairness Opinion”), (B) the Company has been authorized by Financial Advisor to permit the inclusion of the Fairness Opinion and/or references thereto in the Offer Documents, the Schedule 14D-9 and any Proxy Statement, subject to prior review and consent by Financial Advisor (such consent not to be unreasonably withheld or delayed) and (C) all directors and executive officers of the Company who know of the Transactions have advised the parties that they intend to tender all Shares they own into the Offer.

          (b) As promptly as practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) which shall contain the recommendation of the Board of Directors of the Company described in Section 1.2(a). The Company shall cause the Schedule 14D-9 to be disseminated to holders of the Shares as and to the extent required by applicable federal securities laws. The Company, on the one hand, and each of Parent and Purchaser, on the other hand, shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall be or shall have become false or misleading in any material respect, and the Company shall cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to holders of the Shares, in each case, as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed with the SEC and disseminated to holders of Shares. In addition, the Company agrees to provide Parent and its counsel with any comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments, to consult with Parent and its counsel prior to responding to any such comments and to provide Parent with copies of all such responses, whether written or oral.

          (c) The Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Purchaser with such additional information, including updated listings and computer files of shareholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents may reasonably require in communicating the Offer to the record and beneficial holders of Shares.

     SECTION 1.3 Directors of the Company.

          (a) Upon the purchase of Shares pursuant to the Offer and for so long thereafter as Parent and its Subsidiaries directly or indirectly own in the aggregate at least 60% of the outstanding Shares, Parent shall be entitled to designate for appointment or election to the Company’s Board of Directors, upon written notice to the Company, such number of directors,

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rounded up to the next whole number, as is equal to the product obtained by multiplying the total number of directors on such Board (after giving effect to the directors designated by Parent pursuant to this sentence) by the percentage that the number of Shares so owned by Parent and its Subsidiaries bears to the total number of Shares then outstanding. In furtherance thereof, the Company shall, upon request of Parent, promptly cause Parent’s designees (and any replacement designees in the event that any designee shall no longer be on such Board of Directors) to be so appointed or elected to the Company’s Board of Directors and, in furtherance thereof, to the extent necessary, increase the size of such Board of Directors or obtain the resignation of such number of its directors as is necessary to give effect to the foregoing provision. The Parent designees shall be allocated amongst all classes (as determined by year of expiration of their current term) of the Company Board of Directors as evenly as possible. At such time, the Company shall also, upon the request of Parent, cause such persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company’s Board of Directors of (i) each committee of the Company’s Board of Directors, subject to compliance with applicable securities laws and the rules of the NASDAQ Stock Market, and (ii) each board of directors (or similar body) of each Subsidiary of the Company and each committee of each such board (or similar body). Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are (A) directors of the Company on the date of this Agreement and (B) Qualified Persons (as defined below) (“Independent Directors”); provided, however, that if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following consummation of the Offer there are not at least two then-existing directors of the Company who are (x) Qualified Persons and (y) willing to serve as Independent Directors), then, unless the remaining Independent Director(s) (if any) identifies a Qualified Person willing to serve as an Independent Director (in which case such remaining Independent Director(s) shall be entitled to designate such Qualified Person to fill such vacancy and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement), the other directors shall be required to designate Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Upon the purchase of Shares pursuant to the Offer and request of Parent, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by NASDAQ Rule 5615(c) and make all necessary filings and disclosures associated with such status. As used herein, a “Qualified Person” means an individual who (1) is not an officer of the Company or any of its Subsidiaries, (2) qualifies as an “independent director” as defined in NASDAQ Rule 4200(a)(15)(B) and (3) is eligible to serve on the Company’s audit committee under applicable Exchange Act and NASDAQ rules.

          (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to the Company’s stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Purchaser the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company’s obligations under Section 1.3(a). Parent and Purchaser shall supply the Company such information with respect to Parent and Purchaser and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment of any of Parent’s designees under Section 1.3(a). The provisions of Section 1.3(a) are in addition to and

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shall not limit any rights that Purchaser, Parent or any of their Affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise.

          (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and prior to the Effective Time, the approval by affirmative vote or written consent of all of the Independent Directors then in office (the “Independent Director Approval”) shall be required to authorize (i) any amendment or termination of this Agreement by the Company, (ii) any extension by the Company of time for performance of any obligation or action under this Agreement by Parent or Purchaser, (iii) any waiver, exercise or enforcement of any of the Company’s rights under this Agreement or (iv) any amendment of the certificate of incorporation or by-laws of the Company (the “Company Charter Documents”) in a manner that adversely affects holders of Company Common Stock.

     SECTION 1.4 Stockholder Meeting.

          (a) As promptly as practicable following the purchase of Shares pursuant to the Offer, if required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law and the Company Charter Documents:

                (i) duly call, give notice of, convene and hold a special meeting of the Company’s stockholders for the purposes of considering and taking action upon the adoption of this Agreement (the “Company Stockholders Meeting”); and

                (ii) in consultation with Parent, prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement and obtain and furnish the information required by the SEC to be included therein and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (together with all amendments, supplements and exhibits thereto, the “Proxy Statement”) to be mailed to the Company’s stockholders at the earliest practicable date; provided, however, that no amendments or supplements to the Proxy Statement shall be made by the Company without consultation with Parent. Parent shall provide the Company with such information with respect to Parent and its Affiliates as shall be required to be included in the Proxy Statement.

          (b) Notwithstanding the provisions of Section 1.4(a), in the event that Parent, Purchaser and any of Parent’s other Subsidiaries shall acquire in the aggregate at least 90% of the outstanding Shares pursuant to the Offer or otherwise (including pursuant to Section 1.5), the parties hereto shall, subject to Article VI hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

          (c) Parent shall vote, or cause to be voted, all of the Shares acquired in the Offer or otherwise then owned by it, Purchaser or any of Parent’s other Subsidiaries in favor of the adoption of this Agreement.

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     SECTION 1.5 Option to Acquire Additional Shares. The Company hereby grants to Purchaser an option (the “Purchaser Option”), exercisable in accordance with this Section 1.5, to purchase up to that number of newly issued shares of Company Common Stock (the “Purchaser Option Shares”) equal to the number of shares that, when added to the number of Shares owned by Parent and its Subsidiaries immediately following consummation of the Offer (or a “subsequent offering period”), shall constitute one share more than 90% of the Shares then outstanding (after giving effect to the issuance of the Purchaser Option Shares) for a cash purchase price per Purchaser Option Share equal to the Offer Price; provided, however, that the Purchaser Option shall not be exercisable unless, immediately after such exercise and the issuance of Shares pursuant thereto, Purchaser would hold at least one (1) more Share than ninety percent (90%) of the Shares then outstanding on a fully diluted basis (assuming the issuance of the Purchaser Option Shares); provided, further, that the number of Purchaser Option Shares shall not exceed that number equal to 19.9% of the Shares outstanding on the date of this Agreement. The Purchaser Option may be exercised by Purchaser at any time within five Business Days after Purchaser’s acceptance of and payment for Shares pursuant to the Offer (or a “subsequent offering period”) in accordance with the terms of this Agreement. If Purchaser wishes to so exercise the Purchaser Option, Purchaser shall give the Company written notice within such five-Business Day period specifying the number of shares of Company Common Stock that Purchaser wishes to purchase pursuant to the Purchaser Option and a place and a time (which shall be at least two, but not more than five, Business Days after the date of delivery of such written notice) for the closing of such purchase. At such closing, (i) the purchase price in respect of such exercise of the Purchaser Option (which shall equal the product of (x) the number of shares of Company Common Stock being purchased pursuant to the Purchaser Option and (y) the Offer Price) shall be paid to the Company, at the election of Parent, in either (1) immediately available funds by wire transfer to an account designated by the Company or (2) immediately available funds by wire transfer to an account designated by the Company in an amount equal to not less than the aggregate par value of the Purchaser Option Shares and an unsecured promissory note from the Purchaser having a principal amount equal to the balance of the aggregate purchase price for the Purchaser Option Shares, and (ii) the Company shall deliver to Purchaser a certificate or certificates representing the number of shares of Company Common Stock so purchased. Any such promissory note shall bear interest at the rate of interest that would be payable by Parent for a similar term of borrowing as of the date of the promissory note, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid at any time and from time to time, in whole or in part, without premium or penalty. The Company agrees that it shall reserve (and maintain free from preemptive rights) sufficient authorized but unissued shares of Common Stock so that the Purchaser Option may be exercised without additional authorization of shares of Common Stock (after giving effect to all other options, warrants, convertible securities and other rights to purchase shares of Common Stock).

     SECTION 1.6 Offer Documents; Schedule 14D-9; Proxy Statement. Without limiting any other provision of this Agreement, whenever any party hereto becomes aware of any event or change which is required to be set forth in an amendment or supplement to the Offer Documents, the Schedule 14D-9 and/or the Proxy Statement, such party shall promptly inform the other parties thereof and each of the parties shall cooperate in the preparation, filing with the SEC and (as and to the extent required by applicable federal securities laws) dissemination to the Company’s stockholders of such amendment or supplement.

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ARTICLE II

The Merger

     SECTION 2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time Purchaser shall be merged with and into the Company, and the separate corporate existence of Purchaser shall thereupon cease, and the Company shall be the surviving corporation in the Merger (the “Surviving Corporation”).

     SECTION 2.2 Closing. The closing of the Merger (the “Closing”) shall take place on a date to be specified by the parties (the “Closing Date”), which date shall be no later than the second Business Day after satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), at the offices of Weil, Gotshal & Manges LLP, 200 Crescent Court, Suite 300, Dallas, Texas 75201, unless another time, date or place is agreed to in writing by the parties hereto.

     SECTION 2.3 Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date the parties shall file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger), executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

     SECTION 2.4 Effects of the Merger. The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

     SECTION 2.5 Certificate of Incorporation and By-laws of the Surviving Corporation. From and after the Effective Time: (a) the certificate of incorporation of Purchaser, as in effect immediately prior to the Effective Time and substantially in the form attached hereto as Exhibit 2.5, shall be amended at the Effective Time to change the corporate name set forth therein to Quixote Corporation (or such other name as Parent may determine) and, as so amended, shall become the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with the provisions thereof and applicable Law, and (b) the bylaws of Purchaser as in effect immediately prior to the Effective Time shall become the bylaws of the Surviving Corporation until thereafter changed or amended in accordance with the provisions thereof, the provisions of the certificate of incorporation of the Surviving Corporation and applicable Law.

     SECTION 2.6 Directors and Officers of the Surviving Corporation. From and after the Effective Time: (a) the directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, until the earlier of their death,

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resignation or removal or until their respective successors are duly qualified and elected, as the case may be, and (b) the officers of Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation (in addition to any officers named by the board of directors of the Surviving Corporation at or after the Effective Time), until the earlier of their death, resignation or removal or until their respective successors are duly qualified and appointed, as the case may be.

     SECTION 2.7 Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Purchaser or the Company:

          (a) Each issued and outstanding share of capital stock of Purchaser, and any Share owned by a Subsidiary of Parent other than Purchaser, shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.

          (b) Any Shares that are owned by the Company as treasury stock, and any Shares owned by Parent or Purchaser, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. Any Shares that are owned by a Subsidiary of the Company shall remain outstanding, with appropriate adjustment to the number thereof to preserve such Subsidiary’s relative percentage ownership.

          (c) Each issued and outstanding Share (other than (i) Shares to be converted into common stock of the Surviving Corporation in accordance with Section 2.7(a), (ii) Shares to be canceled or to remain outstanding in accordance with Section 2.7(b) and (iii) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable to the holder thereof upon surrender, in the manner provided in this Agreement and subject to Section 2.8(g), of the certificate formerly representing such Share, without interest (the “Merger Consideration”). All such Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest.

     SECTION 2.8 Exchange of Certificates.

          (a) Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company to act as agent for the holders of Shares in connection with the Merger (the “Paying Agent”) to receive, for the benefit of holders of Shares, the aggregate Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.7(c). On the Closing Date, Parent shall deposit such aggregate Merger Consideration with the Paying Agent. Such aggregate Merger Consideration deposited with the Paying Agent shall, pending its disbursement to such holders, be invested by the Paying Agent as directed by Parent. Any net profit resulting from, or interest or income produced by, such amounts on deposit with the Paying Agent will be payable to Parent or as Parent otherwise directs.

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          (b) Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates”), whose shares were converted pursuant to Section 2.7 into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.8, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

          (c) Transfer Books; No Further Ownership Rights in Company Stock. The Merger Consideration paid in respect of Shares upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock previously represented by such Certificates, and at the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that evidenced ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable law. Subject to the last sentence of Section 2.8(e), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

          (d) Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate, as contemplated by this Article II.

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          (e) Termination of Fund. At any time following 180 days after the Closing Date, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) that had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) as general creditors thereof with respect to the payment of any Merger Consideration that may be payable upon surrender of any Certificates held by such holders, as determined pursuant to this Agreement, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable Law, the property of Parent free and clear of all claims or interest of any Person previously entitled thereto.

          (f) No Liability. Notwithstanding any provision of this Agreement to the contrary, none of the parties hereto, the Surviving Corporation or the Paying Agent shall be liable to any Person for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

          (g) Withholding Taxes. Parent, Purchaser, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable to a holder of Shares pursuant to the Offer or Merger such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and the United States Department of Treasury (the “Treasury Regulations”) regulations promulgated thereunder (the “Code”), or under any provision of state, local or foreign Tax Law. To the extent amounts are so withheld and paid over to the appropriate taxing authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

     SECTION 2.9 Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such Share, in accordance with Section 2.7, without any interest thereon. The Company shall (i) give Parent prompt notice of any written

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demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal, (ii) give Parent the right to make the final determination with respect to all negotiations and proceedings related to demands for appraisal under the DGCL and (iii) not waive any failure by a stockholder of the Company to comply with the requirements of DGCL Section 262 to perfect or demand appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

     SECTION 2.10 Company Stock Options. Prior to the Effective Time, the Company shall take all actions necessary to provide that each option outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) that represents the right to acquire shares of Company Common Stock under the Company Stock Plans (each, an “Option”) shall vest in full and be cancelled and converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration for each share of Company Common Stock then subject to the Option. Except as otherwise provided below, the Option Consideration shall be paid as soon after the Closing Date as shall be practicable. Notwithstanding the foregoing, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the Option Consideration otherwise payable such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax law. Prior to the Effective Time, the Company shall make any amendments to the terms of the Company Stock Plans and obtain any consents (including waivers of claims) from holders of Options (including Options issued pursuant to the 2001 Non-Employee Directors Stock Option Plan as amended June 26, 2009) that, in each case, are necessary to give effect to the transactions contemplated by this Section 2.10 and, notwithstanding anything to the contrary, payment may be withheld in respect of any Option until any necessary consents are obtained. Without limiting the foregoing, the Company shall take all actions necessary to ensure that the Company will not at the Effective Time be bound by any options, SARs, warrants or other rights or agreements which would entitle any Person, other than Parent and its Subsidiaries, to own any capital stock, voting securities or equity interests of the Surviving Corporation or to receive any payment in respect thereof. Prior to the Effective Time, the Company shall take all actions necessary to terminate all its Company Stock Plans, such termination to be effective at or before the Effective Time. For purposes of this Agreement, "Option Consideration” means, with respect to any share of Company Common Stock issuable under a particular Option (i) with an exercise price less than the Merger Consideration per Share, an amount equal to the excess, if any, of (x) the Merger Consideration per Share over (y) the exercise price payable in respect of such share of Company Common Stock issuable under such Option and (ii) with an exercise price equal to or greater than the Merger Consideration per Share and solely with respect to Options not held by the Management Employees or any current directors of the Company, an amount equal to $0.40 in respect of each Share of Company Common Stock issuable under such Option. For purposes of greater clarity, Options with an exercise price equal to or greater than the Merger Consideration per Share held by the Management Employees and any current directors of the Company shall be cancelled and shall not be entitled to any consideration in connection with the Transactions.

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     SECTION 2.11 Company Restricted Stock. Each share of Restricted Stock outstanding immediately prior to the Effective Time that is subject to vesting or other lapse restrictions pursuant to the Company Stock Plans or any applicable restricted stock award agreement shall vest and become free of such restrictions as of the Effective Time and shall, as of the Effective Time, be treated as a share of Company Common Stock in accordance with this Agreement including Section 2.7(c).

ARTICLE III

Representations and Warranties of the Company

     Except as disclosed in the Company SEC Documents filed by the Company after January 1, 2009 and prior to the date of this Agreement (other than any disclosures therein under the caption “Risk Factors” and any other disclosures therein of risks that are predictive or forward-looking in nature) and, except as set forth in the disclosure letter delivered by the Company to Parent simultaneously with the execution of this Agreement (the “Company Disclosure Letter”), it being agreed that any disclosure contained in any Section of the Company Disclosure Letter shall qualify or modify each of the representations and warranties set forth in this Article III to the extent the applicability of the disclosure to such other section is reasonably apparent from the text of the disclosure made), the Company represents and warrants to Parent and Purchaser as follows:

     SECTION 3.1 Organization, Standing and Corporate Power.

          (a) Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated and has all requisite power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted. Each of the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and could not reasonably be expected to have a Company Material Adverse Effect.

          (b) Section 3.1(b) of the Company Disclosure Letter lists all Subsidiaries of the Company together with the jurisdiction of organization of each such Subsidiary. All outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of all liens, pledges, charges, mortgages, encumbrances, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and the “blue sky” laws of the various States of the United States) (collectively, “Liens”). Except as set forth in Section 3.1(b) of the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person.

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          (c) The Company has delivered to Parent complete and correct copies of the Company Charter Documents and complete and correct copies of the certificates of incorporation and by-laws (or comparable organizational documents) of each of its Subsidiaries (the “Subsidiary Documents”), in each case as amended to the date of this Agreement. All such Company Charter Documents and Subsidiary Documents are in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any of their respective provisions. The Company has made available to Parent and its representatives correct and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Subsidiaries held since July 1, 2004.

     SECTION 3.2 Capitalization.

          (a) The authorized capital stock of the Company consists of 30,000,000 shares of Company Common Stock and 100,000 shares of preferred stock, no par value (“Company Preferred Stock”). At the close of business on December 29, 2009, (i) 9,333,867 shares of Company Common Stock were issued and outstanding (of which 5,066 shares of Company Common Stock were restricted stock granted under the Company Stock Plans (the “Restricted Stock”), (ii) 1,743,844 shares of Company Common Stock were held by the Company in its treasury, (iii) 1,329,999 shares of Company Common Stock were reserved for issuance upon the exercise of Options (of which 895,499 shares of Company Common Stock were subject to outstanding Options granted under the Company Stock Plans), (iv) no shares of Company Preferred Stock were issued or outstanding, (v) 1,621,622 shares of Company Common Stock were reserved for issuance upon conversion of the 7% Convertible Senior Subordinated Notes Due February 15, 2025 issued by the Company on February 9, 2005 pursuant to the Indenture, dated as of February 9, 2005, between the Company and Wells Fargo Bank National Association, as successor to LaSalle Bank National Association, as trustee (correct and complete copies of which have been delivered to Parent) (the “Convertible Securities”). All Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Included in Section 3.2(a) of the Company Disclosure Letter is a correct and complete list, as of the close of business on December 29, 2009, of all outstanding Options or other rights to purchase or receive shares of Company Common Stock granted under the Company Stock Plans or otherwise, and, for each such Option or other right, the number of shares of Company Common Stock subject thereto, the terms of vesting, the grant and expiration dates and exercise price thereof and the name of the holder thereof. All Options have an exercise price equal to no less than the fair market value of the underlying shares of Company Common Stock on the applicable date of grant. Since December 29, 2009, the Company has not issued any shares of its capital stock, voting securities or equity interests, or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, voting securities or equity interests, other than pursuant to the outstanding options and Convertible Securities referred to above in this Section 3.2(a). Included in Section 3.2(a) of the Company Disclosure Letter is a correct and complete list, as of December 29, 2009, of all outstanding Restricted Stock, the terms of vesting or other lapse restrictions, the grant and expiration dates thereof and the name of the holder thereof. Except (A) as set forth above in this Section 3.2(a), (B) as set forth in Section 1.5 or (C) as otherwise expressly permitted by Section 5.1 hereof, as of the date of this Agreement there are not, and as of the Effective Time there will not be, any shares of capital stock, voting securities or equity interests of the Company issued and outstanding or any

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subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of the Company, including any representing the right to purchase or otherwise receive any Company Common Stock.

          (b) None of the Company or any of its Subsidiaries has issued or is bound by any outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance or disposition of any shares of capital stock, voting securities or equity interests of any Subsidiary of the Company. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests) of the Company or any of its Subsidiaries.

          (c) No Subsidiary of the Company owns any Company Common Stock (or any right to acquire Company Common Stock).

     SECTION 3.3 Authority; Noncontravention; Voting Requirements.

          (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the approval of its stockholders to the adoption of this Agreement as contemplated by Section 1.4 (to the extent required by the DGCL) (the "Company Stockholder Approval”), to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly authorized and approved by its Board of Directors, and except for obtaining the Company Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

          (b) The Company’s Board of Directors, at a meeting duly called and held, has unanimously (i) approved and declared advisable this Agreement and the Transactions, including the Offer and the Merger (such approval having been made in accordance with the DGCL, including for purposes of Section 203 thereof) and (ii) resolved to recommend that stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant thereto and adopt this Agreement.

          (c) Except as set forth in Section 3.3(c) of the Company Disclosure Letter, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions, nor compliance by the Company with any of the terms or

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provisions hereof, will (i) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the Company Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “Contract”) or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect.

          (d) The affirmative vote (in person or by proxy) of the holders of at least 60% of the outstanding shares of Company Common Stock in favor of the adoption of this Agreement is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries which is necessary to adopt this Agreement and approve the Transactions.

     SECTION 3.4 Governmental Approvals. Except for (i) the filing with the SEC of the Schedule 14D-9 and, if necessary, of a Proxy Statement in definitive form relating to the Company Stockholders Meeting, and other filings required under, and compliance with other applicable requirements of, the Exchange Act and the rules of the NASDAQ Stock Market or (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, could not, individually or in the aggregate, reasonably be expected to impair in any material respect the ability of the Company to perform its obligations hereunder, or prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions.

     SECTION 3.5 Company SEC Documents; Undisclosed Liabilities.

          (a) The Company has filed and furnished all required reports, schedules, forms, certifications, prospectuses, and registration, proxy and other statements with the SEC since July 1, 2006 (collectively and together with all documents filed on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective

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SEC filing dates (in the case of all other Company SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or investigation.

          (b) The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has been or will be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole), all in accordance with GAAP. Without limiting the generality of the foregoing, with respect to each Annual Report on Form 10-K and each Quarterly Report on Form 10-Q included in the Company SEC Documents, the financial statements and other financial information included in such reports fairly present (within the meaning of the Sarbanes-Oxley Act of 2002) in all material respects the financial condition and results of operations of the Company as of, and for, the periods presented in such Company SEC Documents.

          (c) The Company has established and maintains internal control over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company (x) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The principal executive officer and the principal financial officer of the Company have made all certifications required by the Sarbanes-Oxley Act, the Exchange Act and any related rules and

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regulations promulgated by the SEC with respect to the Company SEC Documents, and the statements contained in such certifications are complete and correct. The management of the Company has completed its assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the twelve month period ending June 30, 2009, and such assessment concluded that such controls were effective. To the Knowledge of the Company, there are no facts or circumstances that would prevent its chief executive officer and chief financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due.

          (d) (i) Neither the Company nor any of its Subsidiaries nor any of their respective directors, officers, employees, auditors or accountants has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company.

          (e) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. Except as set forth in the Filed Company SEC Documents or for events (or series of related matters) as to which the amounts involved do not exceed $50,000, since the Company’s proxy statement dated October 13, 2009, no event has occurred that would be required to be reported pursuant to Item 404 of Regulation S-K promulgated by the SEC.

          (f) Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, whether known or unknown) required by GAAP to be set forth on a consolidated balance sheet of the Company and its Subsidiaries or in the notes thereto, except (i) as and to the extent reflected or reserved against on the audited balance sheet of the Company and its Subsidiaries as of September 30, 2009 (the “Balance Sheet Date”) (including the notes thereto) included in the Company SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”), including those items disclosed under “OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS” in the MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS included in the Form 10-Q for the quarter ended September 30, 2009,

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(ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, or (iii) set forth in Section 3.5(f) of the Company Disclosure Letter.

          (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or any Company SEC Documents.

     SECTION 3.6 Absence of Certain Changes or Events. Except as disclosed in the Filed Company SEC Documents or as set forth in Section 3.6 of the Company Disclosure Letter, since the Balance Sheet Date, there have not been any events, changes, occurrences or state of facts that, individually or in the aggregate, have had or could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or as set forth in Section 3.6 of the Company Disclosure Letter, since the Balance Sheet Date (a) the Company and its Subsidiaries have carried on and operated their respective businesses in all material respects in the ordinary course of business consistent with past practice and (b) neither the Company nor any of its Subsidiaries has taken any action described in Section 5.1 hereof that if taken after the date hereof and prior to the Effective Time without the prior written consent of Parent would violate such provision. Without limiting the foregoing, except as disclosed in the Filed Company SEC Documents, since the Balance Sheet Date there has not occurred any damage, destruction or loss (whether or not covered by insurance) of any material asset of the Company or any of its Subsidiaries which materially affects the use thereof.

     SECTION 3.7 Legal Proceedings. Except as set forth in Section 3.7 of the Company Disclosure Letter, there is no pending or, to the Knowledge of the Company, threatened, material legal, administrative, arbitral or other proceedings, claims, suits or actions against, or governmental or regulatory investigation of, the Company or any of its Subsidiaries, nor is there any injunction, order, judgment, ruling or decree imposed (or, to the Knowledge of the Company, threatened to be imposed) upon the Company, any of its Subsidiaries or the assets of the Company or any of its Subsidiaries, by or before any Governmental Authority.

     SECTION 3.8 Compliance With Laws; Permits.

          (a) Except as set forth in Section 3.8 of the Company Disclosure Letter, the Company and its Subsidiaries are (and since July 1, 2008 have been) in compliance in all material respects with all laws (including common law), statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations. The Company and each of its Subsidiaries hold all material licenses,

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franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the lawful conduct of their respective businesses (collectively, “Permits”). Except as set forth in Section 3.8 of the Company Disclosure Letter, the Company and its Subsidiaries are (and since July 1, 2006 have been) in compliance in all material respects with the terms of all Permits. Since July 1, 2006, neither the Company nor any of its Subsidiaries has received written notice to the effect that a Governmental Authority (i) claimed or alleged that the Company or any of its Subsidiaries was not in compliance with all Laws applicable to the Company or any of its Subsidiaries, any of their properties or other assets or any of their businesses or operations or (ii) was considering the amendment, termination, revocation or cancellation of any Permit. The consummation of the Merger, in and of itself, will not cause the revocation or cancellation of any Permit.

          (b) Without limiting the generality of the foregoing, (i) neither the Company nor any of its Subsidiaries has been debarred or suspended from, or declared ineligible for, government procurement pursuant to 48 C.F.R. subpart 9.4, or any comparable state or local Laws and, to the Knowledge of the Company, no facts or circumstances exist that could reasonably be expected to give rise to debarment, suspension, or a declaration that the Company or any of its Subsidiaries is ineligible for government procurement; (ii) the Company and its Subsidiaries are (and since July 1, 2006 have been) in compliance in all material respects with the Federal Highway Administration’s acquisition regulations (48 C.F.R. §§1200-1299) and all comparable state or local Laws; (iii) to the extent such requirements have been imposed upon them, the Company and its Subsidiaries are (and since July 1, 2006 have been) in compliance in all material respects with the Buy American Act (41 U.S.C. §§10a-10b) and the Truth-in-Negotiations Act (41 U.S.C. §254b); and (iv) neither the Company nor its Subsidiaries is the subject of any pending claim pursuant to the False Claims Act (31 U.S.C. §§3729 et seq.) and, to the Knowledge of the Company, no facts or circumstances exist that could reasonably be expected to give rise to a claim under the False Claims Act or any comparable state or local Laws against the Company or any of its Subsidiaries.

     SECTION 3.9 Information Supplied. Subject to the accuracy of the representations and warranties of Parent and Purchaser set forth in Section 4.4, neither the Schedule 14D-9 nor any information supplied (or to be supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in the Offer Documents will, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto, are filed with the SEC or at the time they are first published, sent or given to stockholders of the Company, or at the expiration of the Offer, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement (if any) will not, on the date it is first mailed to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and will not, at the time of the Company Stockholders Meeting (if such a meeting is held), omit to state any material fact necessary to correct any statement in any earlier communication from the Company with respect to the solicitation of proxies for the Company Stockholders Meeting which shall have become false or misleading in any material respect. The Proxy Statement (if any) and the Schedule 14D-9 will comply as to form in all material respects with the applicable

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requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in any of the foregoing documents.

     SECTION 3.10 Tax Matters.

          Except as set forth in Section 3.10 of the Company Disclosure Letter:

          (a) Each of the Company and its Subsidiaries has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all income and franchise Tax Returns and all other material Tax Returns required to be filed by it, and all such filed Tax Returns are correct and complete in all material respects. All Taxes shown to be due on such Tax Returns, or otherwise required to be paid by the Company or any of its Subsidiaries, have been timely paid.

          (b) The most recent financial statements contained in the Filed Company SEC Documents reflect an adequate reserve for all Taxes payable by the Company and its Subsidiaries for all taxable periods (and portions thereof) through the date of such financial statements. No deficiency with respect to Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries.

          (c) The United States federal and franchise, state, local and foreign income Tax Returns of the Company and each of its Subsidiaries have been examined by and settled with the applicable Taxing Authority (or the applicable statute of limitations has expired) for all years through fiscal 2004. All assessments for Taxes due with respect to such completed and settled examinations or any concluded litigation have been fully paid.

          (d) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code since the effective date of Section 355(e) of the Code.

          (e) No audit or other administrative or court proceedings are pending with any Taxing Authority with respect to Taxes or Tax Returns of the Company or any of its Subsidiaries and no written (or to the Knowledge of the Company or its Subsidiaries other) notice thereof has been received.

          (f) Neither the Company nor any of its Subsidiaries is a party to any contract, agreement, plan or other arrangement that, individually or collectively, could give rise to the payment of any amount which would not be deductible by reason of Section 162(m) or Section 280G of the Code or would be subject to withholding under Section 4999 of the Code.

          (g) The Company has made available to Parent correct and complete copies of (i) all income and franchise Tax Returns of the Company and its Subsidiaries for the preceding three taxable years and (ii) any audit report issued within the last three years (or otherwise with respect to any audit or proceeding in progress) relating to income and franchise Taxes of the Company or any of its Subsidiaries.

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          (h) The Company is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code and the Treasury Regulations thereunder and has not so been during the five-year period ending on the Closing Date.

          (i) As of the Closing Date, neither the Company nor any of its Subsidiaries will be a party to, be bound by or have any obligation under any Tax allocation, Tax sharing, Tax indemnity or similar agreement with respect to a material amount of Taxes.

          (j) With respect to requests for changes in method of accounting and ruling request: (i) neither the Company nor any Subsidiary thereof has agreed to make any adjustment pursuant to Section 481(a) of the Code (or any predecessor provision) by reason of any change in any accounting method; (ii) neither the Company nor any Subsidiary thereof has pending any application with any Taxing Authority requesting permission for any change in any accounting method; and (iii) there are no outstanding rulings or requests for rulings with any Taxing Authority addressed, directly or indirectly, to the Company or any Subsidiary thereof.

          (k) Neither the Company nor any of its Subsidiaries has ever been a member of any consolidated, combined, affiliated or unitary group of corporations for any Tax purposes other than a group in respect of which the Company is the common parent.

          (l) There are no liens as a result of any unpaid material Taxes upon any of the assets of the Company or any Subsidiary thereof.

          (m) Neither the Company nor Subsidiary thereof has participated in any transaction that could give rise to a disclosure obligation as a “reportable transaction” under Section 6011 of the Code and the promulgated regulations thereunder.

          (n) For purposes of this Agreement: (x) “Taxes” shall mean (A) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, (B) all interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with any item described in clause (A), and (C) any liability in respect of any items described in clauses (A) and/or (B) payable by reason of contract, assumption, transferee or successor liability, operation of Law, Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar provision under Law) or otherwise, and (y) “Tax Returns” shall mean any return, report, claim for refund, estimate, information return or statement or other similar document relating to or required to be filed (or filed) with any Taxing Authority, including any schedule or attachment thereto, and including any amendment thereof.

     SECTION 3.11 Employee Benefits and Labor Matters.

          (a) Section 3.11(a) of the Company Disclosure Letter sets forth a correct and complete list of: (i) all “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) all other employee benefit plans, policies, agreements or arrangements, and (iii) all payroll practices, including

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employment, consulting or other compensation agreements, or bonus or other incentive compensation, stock purchase, equity or equity-based compensation, deferred compensation, change in control, severance, sick leave, vacation, loans, salary continuation, health, retiree medical, life insurance and educational assistance plan, policies, agreements or arrangements with respect to which the Company or any of its Subsidiaries has materially contributed to, sponsored, or has any obligation or liability, contingent or otherwise, for the benefit of any current or former employees, officers, consultants or directors of the Company, any of its Subsidiaries or ERISA Affiliates, other than any such benefit plans, programs, arrangements, contracts or agreements maintained outside of the United States for the benefit of any current or former employees, officers, consultants or directors of the Company, any of its Subsidiaries or ERISA Affiliates (the “Company Plans”). “ERISA Affiliates” means any trade or business, affiliate or subsidiary of the Company which is or has been under common control or which is or has ever been treated as a single employer with any of them under Section 414(b), (c), (m) or (o) of the Code. Neither the Company nor any of its Subsidiaries or ERISA Affiliates has in the last six (6) years contributed to or has been obligated to contribute to any employee pension plan that is subject to Title IV of ERISA or is a “multiemployer plan”, as defined in Section 3(37) of ERISA (a "Multiemployer Plan”), or is or has been subject to Sections 4063 or 4064 of ERISA.

          (b) Correct and complete copies of the following documents with respect to each of the Company Plans (other than a Multiemployer Plan) have been delivered to Parent by the Company to the extent applicable: (i) any plans and related trust documents, insurance contracts or other funding arrangements, and all amendments thereto; (ii) the most recent Forms 5500 and all schedules thereto, (iii) the most recent actuarial report, if any; (iv) the most recent IRS determination letter or opinion letter, as applicable; and (v) the most recent summary plan descriptions;

          (c) The Company Plans have been maintained, in all material respects, in accordance with their terms and with all applicable Laws, including ERISA and the Code.

          (d) The Company Plans intended to qualify under Section 401 or other tax-favored treatment under of Subchapter B of Chapter 1 of Subtitle A of the Code are so qualified, and any trusts intended to be exempt from federal income taxation under the Code are so exempt and nothing has occurred with respect to the operation of the Company Plans that could cause the loss of such qualification or exemption, or the imposition of any liability, penalty or tax under ERISA or the Code.

          (e) All contributions required to have been made under any of the Company Plans or by Law (without regard to any waivers granted under Section 412 of the Code), have been timely made, and no accumulated funding deficiencies exist in any of the Company Plans subject to Title IV of ERISA or Section 412 of the Code.

          (f) There are no pending actions, claims or lawsuits arising from or relating to the Company Plans, (other than routine benefit claims), nor does the Company have any Knowledge of facts that could form the basis for any such claim or lawsuit.

          (g) All amendments and actions required to bring the Company Plans into conformity in all material respects with all of the applicable provisions of the Code, ERISA and

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other applicable Laws have been made or taken, except to the extent that such amendments or actions are not required by law to be made or taken until a date after the Closing Date.

          (h) Except as set forth in Section 3.11(h) of the Company Disclosure Letter, none of the Company Plans provide for post-employment life or health coverage for any participant or any beneficiary of a participant, except as may be required under Part 6 of the Subtitle B of Title I of ERISA and at the expense of the participant or the participant’s beneficiary.

          (i) The Company or any of its Subsidiaries do not maintain any benefit plans, programs, arrangements, contracts or agreements maintained outside of the United States for the benefit of current or former employees, officers, directors or consultants of the Company or any of its Subsidiaries other than plans, programs, arrangements contracts or agreements providing benefits mandated by the Laws of the applicable foreign jurisdiction (a “Foreign Plan”).

          (j) Except as provided on Section 3.11(j) to the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Transactions will (i) result in any payment becoming due to any current or former employee, consultant, officer, director of the Company or its Subsidiaries, (ii) increase any benefits otherwise payable under any Company Plan or Foreign Plan, (iii) result in the acceleration of the time of payment or vesting of any such benefits under any such Company Plan, or (iv) require any contributions or payments to fund any obligations under any Company Plan.

          (k) Any individual who performs services for the Company or any of its Subsidiaries (other than through a contract with an organization other than such individual) and who is not treated as an employee of the Company or any of its Subsidiaries for federal income tax purposes by the Company is not to the Company’s Knowledge an employee for such purposes.

          (l) None of the employees of the Company or its Subsidiaries is represented in his or her capacity as an employee of the Company or any of its Subsidiaries by any labor organization. Except as provided on Section 3.11(l) to the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees, nor has the Company or any of its Subsidiaries entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any employees. There is no union organization activity involving any of the employees of the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened, nor, except as provided on Section 3.11(l) to the Company Disclosure Letter, has there ever been union representation involving any of the employees of the Company or any of its Subsidiaries. There is no picketing pending or, to the Knowledge of the Company, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the employees of the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened. There are no complaints, charges or claims against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened that could be brought or filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of

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employment or failure to employ by the Company or any of its Subsidiaries, of any individual. The Company and its Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” law (“WARN”), collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for immaterial non-compliance. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of its Subsidiaries since July 1, 2006.

     SECTION 3.12 Environmental Matters.

          (a) Except for those matters that have not resulted and could not reasonably be expected to result in the Company or any of its Subsidiaries incurring Environmental Liabilities individually in excess of $50,000 or in the aggregate in excess of $100,000, (A) each of the Company and its Subsidiaries is, and has been, in compliance with all applicable Environmental Laws, (B) there is no investigation, suit, claim, action or proceeding relating to or arising under Environmental Laws that is pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any real property currently or, to the Knowledge of the Company, formerly owned, operated or leased by the Company or any of its Subsidiaries, (C) neither the Company nor any of its Subsidiaries has received any notice of or entered into or assumed by Contract or operation of Law or otherwise, any obligation, liability, order, settlement, judgment, injunction or decree relating to or arising under Environmental Laws, and (D) no facts, circumstances or conditions exist with respect to the Company or any of its Subsidiaries or any property currently (or, to the Knowledge of the Company, formerly) owned, operated or leased by the Company or any of its Subsidiaries or any property to or at which the Company or any of its Subsidiaries transported or arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in the Company and its Subsidiaries incurring Environmental Liabilities.

          (b) No consents or approvals of, or filings with, any Governmental Authority are necessary under Environmental Laws for the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger.

          (c) The Company has provided Parent with all material environmental reports, audits and documents related to actual or potential Environmental Liabilities.

          (d) For purposes of this Agreement:

                (i) "Environmental Laws” means all Laws relating in any way to the environment, preservation or reclamation of natural resources, the presence, management or Release of, or exposure to, Hazardous Materials, or to human health and safety, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.), and the Occupational Safety

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and Health Act (29 U.S.C. § 651 et seq.), each of their state and local counterparts or equivalents. each of their foreign and international equivalents, and any transfer of ownership notification or approval statute (including the Industrial Site Recovery Act (N.J. Stat. Ann. § 13:1K-6 et seq.), as each has been amended and the regulations promulgated pursuant thereto.

                (ii) "Environmental Liabilities” means, with respect to any Person, all liabilities, obligations, responsibilities, remedial actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any other Person or in response to any violation of Environmental Law, whether known or unknown, accrued or contingent, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or arising under or pursuant to any Environmental Law, environmental permit, order or agreement with any Governmental Authority or other Person, which relates to any environmental, health or safety condition, violation of Environmental Law or a Release or threatened Release of Hazardous Materials.

                (iii) "Hazardous Materials” means any material, substance of waste that is regulated, classified, or otherwise characterized under or pursuant to any Environmental Law as “hazardous”, “toxic”, a “pollutant”, a “contaminant”, “radioactive” or words of similar meaning or effect, including petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold, urea formaldehyde insulation, chlorofluorocarbons and all other ozone-depleting substances.

                (iv) "Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing of or migrating into or through the environment or any natural or man-made structure.

     SECTION 3.13 Contracts.

          (a) Set forth in Section 3.13(a) of the Company Disclosure Letter is a list of each Contract that would be required to be filed as an exhibit to a Registration Statement on Form S-1 under the Securities Act or an Annual Report on Form 10-K under the Exchange Act if such registration statement or report was filed by the Company with the SEC on the date hereof (other than those Contracts disclosed in the Company SEC Documents filed by the Company after January 1, 2009), and each of the following additional Contracts to which the Company or any of its Subsidiaries is a party:

                (i) Contract that purports to limit, curtail or restrict the ability of the Company or any of its existing or future Subsidiaries or Affiliates to compete in any geographic area or line of business or restrict the Persons to whom the Company or any of its existing or future Subsidiaries or Affiliates may sell products or deliver services;

                (ii) partnership or joint venture agreement;

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                (iii) Contract for the acquisition, sale or lease of material properties or assets (by merger, purchase or sale of stock or assets or otherwise) entered into since July 1, 2006;

                (iv) Contract with any (x) Governmental Authority (other than purchase orders entered into in the ordinary course of business) or (y) director or officer of the Company or any of its Subsidiaries or any Affiliate of the Company;

                (v) loan or credit agreement, mortgage, indenture, note or other Contract or instrument evidencing indebtedness for borrowed money by the Company or any of its Subsidiaries or any Contract or instrument pursuant to which indebtedness for borrowed money may be incurred or is guaranteed by the Company or any of its Subsidiaries;

                (vi) financial derivatives master agreement or confirmation, or futures account opening agreements and/or brokerage statements, evidencing financial hedging or similar trading activities;

                (vii) voting agreement or registration rights agreement;

                (viii) mortgage, pledge, security agreement, deed of trust or other Contract granting a Lien on any material property or assets of the Company or any of its Subsidiaries;

                (ix) customer, client or supply Contract that is reasonably likely to involve consideration in the twelve month period ending June 30, 2010 in excess of $500,000;

                (x) Contract (other than customer, client or supply Contracts) that involves consideration (whether or not measured in cash) of greater than $100,000, (other than those Contracts disclosed in the Company SEC Documents filed by the Company after January 1, 2009 or Contracts otherwise disclosed in Section 3.13(a) of the Company Disclosure Letter );

                (xi) collective bargaining agreement;

                (xii) “standstill” or similar agreement;

                (xiii) Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities;

                (xiv) to the extent material to the business or financial condition of the Company and its Subsidiaries, taken as a whole, (A) lease or rental Contract, (B) product design or development Contract, (C) consulting Contract, (D) indemnification Contract, (E) license or royalty Contract or other Contract pursuant to which the Company or any of its Subsidiaries grants or is granted any right or non-assertion with respect to any Intellectual Property Rights, (F) merchandising, sales representative or distribution Contract or (G) Contract granting a right of first refusal or first negotiation (other than those Contracts disclosed in the Company SEC Documents filed by the Company after January 1, 2009 or Contracts otherwise disclosed in Section 3.13(a) of the Company Disclosure Letter );

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                (xv) any other Contract that is otherwise material to the Company and its subsidiaries (taken as a whole); and

                (xvi) commitment or agreement to enter into any of the foregoing.

All such Contracts and other documents required to be listed on Section 3.13(a) of the Company Disclosure Letter, together with any and all other Contracts of such type entered into in accordance with Section 5.2(a), each a “Material Contract”). The Company has heretofore made available to Parent correct and complete copies of each Material Contract in existence as of the date hereof, together with any and all amendments and supplements thereto and material “side letters” and similar documentation relating thereto.

          (b) Each of the Material Contracts is valid, binding and in full force and effect and is enforceable in accordance with its terms by the Company and its Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception. Except as separately identified in Section 3.13(b) of the Company Disclosure Letter, no approval, consent or waiver of any Person is needed in order that any Material Contract continue in full force and effect following the consummation of the Transactions. Neither the Company nor any of its Subsidiaries is in default under any Material Contract or other Contract to which the Company or any of its Subsidiaries is a party (collectively, the “Company Contracts”), nor does any condition exist that, with notice or lapse of time or both, would constitute a default thereunder by the Company and its Subsidiaries party thereto, except for such defaults as, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no other party to any Company Contract is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default by any such other party thereunder, except for such defaults as, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any notice of termination or cancellation under any Material Contract, received any notice of breach or default in any material respect under any Material Contract which breach has not been cured, or granted to any third party any rights, adverse or otherwise, that would constitute a breach of any Material Contract.

     SECTION 3.14 Title to Properties. Each of the Company and its Subsidiaries (i) has good and valid title to all properties and other assets which are reflected on the most recent consolidated balance sheet of the Company included in the Filed Company SEC Documents as being owned by the Company or one of its Subsidiaries (or acquired after the date thereof) and which are, individually or in the aggregate, material to the Company’s business or financial condition on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice and not in violation of this Agreement), free and clear of all Liens except (x) statutory liens securing payments not yet due, (y) security interests, mortgages and pledges that are disclosed in the Filed Company SEC Documents that secure indebtedness that is reflected in the most recent consolidated financial statements of the Company included in the Filed Company SEC Documents and (z) such other imperfections or irregularities of title or other Liens that, individually or in the aggregate, do not and could not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise materially impair business operations as presently conducted or as

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currently proposed by the Company’s management to be conducted, and (ii) is the lessee or sublessee of all leasehold estates and leasehold interests reflected in the Filed Company SEC Documents (or acquired after the date thereof) which are, individually or in the aggregate, material to the Company’s business or financial condition on a consolidated basis (other than any such leaseholds whose scheduled terms have expired subsequent to the date of such Filed Company SEC Documents). Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases in all material respects.

     SECTION 3.15 Intellectual Property.

          (a) For purposes of this Agreement:

                (i) "Company Intellectual Property” means all Intellectual Property Rights used in or necessary for the conduct of the business of the Company or any of its Subsidiaries, or owned or held for use by the Company or any of its Subsidiaries.

                (ii) "Company Technology” means all Technology used in or necessary for the conduct of the business of the Company or any of its Subsidiaries, or owned or held for use by the Company or any of its Subsidiaries.

                (iii) "Intellectual Property Rights” shall mean all of the rights arising from or in respect of the following, whether protected, created or arising under the Laws of the United States or any foreign jurisdiction or under any international convention: (A) patents and patent applications, and any reissues, reexaminations, divisionals, continuations, continuations-in-part, renewals, substitutions and extensions of any of the foregoing (collectively, “Patents”); (B) trademarks, service marks, trade names, service names, industrial designs, brand names, brand marks, trade dress rights, Internet domain names, identifying symbols, logos, emblems, signs or insignia, whether registered or unregistered, and including all goodwill associated with any of the foregoing, and any applications, registrations, renewals and extensions of any of the foregoing (collectively, “Marks”), (C) copyrights, whether registered or unregistered (including copyrights in Software), copyrightable works, works of authorship, mask work rights and moral rights, and all applications, registrations, renewals, extensions and reversions of any of the foregoing (collectively, “Copyrights”); and (D) trade secrets, confidential and proprietary information, or non-public processes, designs, specifications, technology, know-how, techniques, formulas, inventions (whether patentable or unpatentable and whether or not reduced to practice), concepts, discoveries, ideas and technical data and information, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by issued Patents or published Patent applications (collectively, “Trade Secrets”).

                (iv) "Publicly Available Software” means any open source or free Software (including any Software licensed pursuant to any GNU public license) or other Software that requires as a condition of use, modification or distribution that other Software incorporated into, derived from or distributed with such Software (A) be disclosed or distributed in source code form, (B) be licensed for the purpose of making derivative works or (C) be redistributable at no charge.

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                (v) "Registered Intellectual Property” means all issued Patents, pending Patent applications, registered Marks, pending applications for registration of Marks, registered Copyrights, pending applications for registration of Copyrights and Internet domain name registrations owned, filed or applied for by the Company or any of its Subsidiaries.

                (vi) "Software” means computer programs, including all software implementations of algorithms, models and methodologies whether in source code, object code or other form, databases and compilations, including all data and collections of data, descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing and all documentation, including user manuals and training materials, related to any of the foregoing.

                (vii) "Technology” means all designs, formulas, algorithms, procedures, techniques, ideas, know-how, Software (whether in source code, object code or human readable form), databases and data collections, Internet websites and web content, tools, inventions (whether patentable or unpatentable and whether or not reduced to practice), invention disclosures, developments, creations, improvements, works of authorship and other similar materials and all recordings, graphs, drawings, reports, analyses, other writings and any other embodiment of the above, in any form or media, whether or not specifically listed herein.

          (b) Section 3.15(b) of the Company Disclosure Letter sets forth an accurate and complete list of all Registered Intellectual Property. For each item of Registered Intellectual Property, Section 3.15(b) of the Company Disclosure Letter lists the record owner of such item, the jurisdictions in which such item has been issued or registered or is pending and the issuance, registration or application number of such item, as applicable. All necessary filings and fees in connection with the Registered Intellectual Property have been timely filed or paid with the relevant Governmental Authorities or Internet domain name registrars for the purpose of maintaining such Registered Intellectual Property in full force and effect. The Registered Intellectual Property is valid and enforceable.

          (c) The Company and/or one of its Subsidiaries is the sole and exclusive owner of all Registered Intellectual Property, free and clear of any liens and encumbrances. The Company and/or one of its Subsidiaries is the sole and exclusive owner of, or has valid and continuing rights to use, sell and license, all other Company Intellectual Property and Company Technology, free and clear of all liens or encumbrances. The Company Intellectual Property and Company Technology owned by or licensed to the Company or any of its Subsidiaries constitutes all Intellectual Property Rights and Technology necessary and sufficient to enable the Company and its Subsidiaries to conduct their businesses as currently conducted. None of the use, practice or other exploitation of any Company Intellectual Property or Company Technology by the Company or any of its Subsidiaries, or the manufacturing, licensing, marketing, importation, exportation, offer for sale, sale, use or exploitation of any products or services of the Company or any of its Subsidiaries, or the operation of the business of the Company or any of its Subsidiaries infringes, constitutes a misappropriation of or violates any Intellectual Property Rights of any third Person. Neither the Company nor any of its Subsidiaries is a party to or the subject of any pending or, to the Knowledge of the Company, threatened suit, action, investigation or proceeding which involves a claim (i) against the Company or any of its Subsidiaries of infringement, or misappropriation or violation of any Intellectual Property Rights

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of any Person, or challenging the ownership, use, validity or enforceability of any Company Intellectual Property or (ii) contesting the right of the Company or any of its Subsidiaries to use, sell, practice, exercise, license, transfer, dispose of or exploit any Company Intellectual Property or Company Technology, or any products, processes or materials covered thereby in any manner. The Company has not received written notice of any such threatened claim.

          (d) To the Knowledge of the Company, no Person (including employees and former employees of the Company or any of its Subsidiaries) is infringing, violating or misappropriating any Company Intellectual Property or Company Technology owned by or exclusively licensed to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has made any claim against any Person (including employees and former employees of the Company or any of its Subsidiaries) of infringement, violation, misappropriation or misuse of any Company Intellectual Property or Company Technology owned by or exclusively licensed to the Company or any of its Subsidiaries.

          (e) No Trade Secret or any other non-public, proprietary information material to the businesses of the Company or any of its Subsidiaries as presently conducted has been authorized to be disclosed or, to the Knowledge of the Company, has been actually disclosed by the Company or any of its Subsidiaries to any employee or any third Person other than pursuant to a confidentiality or non-disclosure agreement restricting the disclosure and use thereof. The Company and its Subsidiaries have taken reasonably necessary and appropriate steps to protect and preserve the confidentiality of all Trade Secrets and any other non-public, proprietary information material to the businesses of the Company or any of its Subsidiaries.

          (f) Section 3.15(f) of the Company Disclosure Letter sets forth a correct and complete list of all Software that is (i) owned exclusively by the Company or any of its Subsidiaries (“Company Software”); or (ii) used by the Company or its Subsidiaries in their businesses and not exclusively owned by the Company or its Subsidiaries or available on reasonable terms through commercial distributors or in consumer retail stores, in each case that is material to the operation of their businesses.

          (g) Except as set forth in Section 3.15(g) of the Company Disclosure Letter, no Publicly Available Software (including any derivative works thereof) (i) was used in connection with the development or modification of any Company Software, (ii) forms part of the Technology owned by the Company or any Subsidiary, (iii) is, in whole or in part, embodied or incorporated into any of the Company’s or any of its Subsidiaries’ products, or (iv) was or is used in connection with the development of any Technology owned by the Company or any Subsidiary or any of the Company’s or any of its Subsidiaries’ products, in the case of each of the foregoing subclauses (i), (ii), (iii) and (iv), in a manner that would require the Company or any of its Subsidiaries to contribute, license, provide or disclose any proprietary source code for any Company Software to any Person. Neither the Company nor any of its Subsidiaries (A) has licensed or provided to any Person or permitted any Person to access or use any source code or related source materials for any Company Software or (B) is a party to any source code escrow contract or other contract requiring the deposit of any source code or related source materials for any Company Software.

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          (h) The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of any right of the Company or any of its Subsidiaries to own or use any Company Intellectual Property or Company Technology.

          (i) The Company and each of its Subsidiaries have established privacy compliance policies and are (and since July 1, 2006 have been) in compliance with its respective privacy policies and any Laws relating to personal identifiable information.

          (j) The Company and its Subsidiaries own, lease or license all Software, hardware, databases, computer equipment and other information technology (collectively, “Computer Systems”) that are necessary for the operations of the Company’s and its Subsidiaries’ businesses. The Company and its Subsidiaries have taken all reasonable steps in accordance with industry standards to preserve the availability, security and integrity of the Computer Systems and the data and information stored on the Computer Systems. The Computer Systems are adequate for the operation of the Company’s and its Subsidiaries’ businesses as currently conducted, taken as a whole.

     SECTION 3.16 Insurance, Claims and Warranties.

          (a) The insurance policies maintained by the Company and its Subsidiaries (the“Policies”) (i) have been issued by insurers which, to the Knowledge of the Company, are reputable and financially sound, (ii) provide coverage for the operations conducted by the Company and its Subsidiaries of a scope and coverage substantially consistent with customary practice in the industries in which the Company and its Subsidiaries operate and (iii) are in full force and effect. Neither the Company nor any of its Subsidiaries is in material breach or default, and neither the Company nor any of its Subsidiaries have taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, of any of the Policies. No written notice of cancellation or termination has been received by the Company with respect to any of the Policies. The consummation of the Transactions will not, in and of itself, cause the revocation, cancellation or termination of any Policy.

          (b) All products of each of the Company and its Subsidiaries manufactured, processed, assembled, distributed, shipped or sold and any services rendered in the conduct of the business of the Company or any of its Subsidiaries have been in conformity with all applicable contractual commitments and all express or implied warranties, except where the failure to be in conformity, individually or in the aggregate, has not had and could not reasonably be expected to have a Company Material Adverse Effect. All warranties of each of the Company and its Subsidiaries are in conformity with the labeling and other requirements of applicable Laws, except where any failure to be in conformity, individually or in the aggregate, has not had and could not reasonably be expected to have a Company Material Adverse Effect.

     SECTION 3.17 Opinion of Financial Advisor. The Board of Directors of the Company has received the Fairness Opinion and the Company has delivered to Parent a correct and complete copy of the Fairness Opinion.

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     SECTION 3.18 Brokers and Other Advisors. Except for Financial Advisor, the fees and expenses of which will be paid by the Company, and except as set forth on Section 3.18 of the Company Disclosure Letter, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the Transactions based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. The Company has heretofore delivered to Parent a correct and complete copy of the Company’s engagement letter with Financial Advisor, which letter describes all fees payable to Financial Advisor in connection with the Transactions, all agreements under which any such fees or any expenses are payable and all indemnification and other agreements related to the engagement of Financial Advisor (the “Engagement Letter”).

     SECTION 3.19 Anti-Takeover Statutes, Company Certificate of Incorporation and By-law Provisions. No Anti-Takeover Statute (with the exception of Section 203 of the DGCL) applicable to the Company is applicable to the Offer, the Merger or the other Transactions. The action of the Board of Directors of the Company in approving this Agreement and the Transactions is sufficient to render inapplicable to this Agreement and the Transactions the restrictions on “business combinations” (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL. In addition, the Board of Directors of the Company has duly taken all action necessary to render inapplicable to this Agreement and the Transactions the provisions of Section 5.A.1. of the certificate of incorporation of the Company to the extent, if any, such provisions would otherwise be applicable to this Agreement or the Transactions. The Company has also taken all actions necessary to (a) render the Rights Agreement inapplicable to this Agreement and the Transactions, (b) ensure that (i) none of Parent, Purchaser or any other Subsidiary of Parent is an Acquiring Person (as defined in the Rights Agreement) pursuant to the Rights Agreement and (ii) a Distribution Date, a Flip-In Event or a Stock Acquisition Date (as such terms are defined in the Rights Agreement) does not occur, in the case of clauses (i) and (ii), solely by reason of the execution of this Agreement or the consummation of the Transactions, (c) ensure that the Board of Directors of the Company has determined that the Transactions are an Exempt Transaction (as defined in the Rights Agreement) and (d) provide that the Final Expiration Date (as defined in the Rights Agreement) shall occur immediately prior to the Effective Time.

     SECTION 3.20 Rule 14d-10. All approvals as may be required or advisable to satisfy the requirements of the non-exclusive safe harbor described in Rule 14d-10 under the Exchange Act with respect to all employment compensation, severance and other employee benefit arrangements (and payments made or to be made or benefits granted or to be granted according to such arrangements) have been duly given.

     SECTION 3.21 Relationships with Customers and Suppliers. Between January 1, 2008 and the date hereof, no customer or supplier of the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries has canceled or otherwise terminated, or provided written notice to the Company or any of its Subsidiaries of its intent, or, to the knowledge of the Company, threatened, to terminate its relationship with the Company or its applicable Subsidiary, or, between January 1, 2008 and the date hereof, decreased or limited in any material respect, or provided written notice to the Company or any of its Subsidiaries of its

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intent, or, to the knowledge of the Company, threatened in writing, to decrease or limit in any material respect, its purchases from or sales to the Company or any of its Subsidiaries.

     SECTION 3.22 Voting Requirements. Assuming the accuracy of the representation given by Parent and Purchaser in Section 4.8, the affirmative vote (in person or by proxy) of the holders of at least 60% of the outstanding Shares at the Company Stockholders Meeting, or any adjournment or postponement of the Company Stockholders Meeting, in favor of the adoption of this Agreement is the only vote (if any vote is required by Law), of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the transactions contemplated hereby.

     SECTION 3.23 Affiliate Transactions. No Affiliate of the Company or its Subsidiaries is, or is an Affiliate of a Person that is, a party to any Contract with or binding upon the Company or its Subsidiaries or any of their respective properties or assets or has any material interest in any material property owned by the Company or its Subsidiaries or has engaged in any material transaction with any of the foregoing within the last twelve months preceding the date of this Agreement.

     SECTION 3.24 Compliance with the U.S. Foreign Corrupt Practices Act and Other Applicable Anti-Corruption Laws.

          (a) Neither the Company nor any of its Subsidiaries has, directly or indirectly, (i) made or authorized any contribution, payment or gift of funds, property or anything of value to any official, employee or agent of any Governmental Authority of any jurisdiction or (ii) made any contribution to any candidate for public office or political party, in either case, where such contribution, payment or gift was, is or would be prohibited or improper under any applicable anti-bribery, anti-corruption or similar Law of any jurisdiction, as in effect on or prior to the Effective Time applicable to the Company or any of its Subsidiaries or their respective operations. The Company and its Subsidiaries have instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such Laws.

          (b) Without limiting the generality of the foregoing, neither the Company, any Subsidiary of the Company nor any of its, or its Subsidiaries’, Affiliates, officers, directors, employees or agents, is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of any offer, payment, promise to pay or authorization of the payment of any money, or other property gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. The Company, each Subsidiary of the Company and its Affiliates have at all times conducted their respective businesses in compliance with the FCPA (including the record keeping provisions of the FCPA) and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

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          (c) The operations of the Company and each of its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”) and no Proceeding by or before any court or other Governmental Authority involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or threatened.

          (d) Neither the Company nor any of its Subsidiaries nor any Representatives or Affiliates of the Company or any Subsidiary of the Company is in violation of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

     SECTION 3.25 No Other Representations or Warranties. Except for the representations and warranties set forth in this Article III, neither the Company or the Company Subsidiaries nor any other Person makes any express or implied representation or warranty with respect to the Company or any Company Subsidiary and the Company disclaims any such representation or warranty not expressly set forth in this Article III, whether made by the Company, any Company Subsidiary, or any other Person.

ARTICLE IV

Representations and Warranties of Parent and Purchaser

     Parent and Purchaser jointly and severally represent and warrant to the Company:

     SECTION 4.1 Organization. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated. Each of Parent and Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and could not reasonably be expected to prevent or materially impair the ability of Parent or Purchaser to consummate the Transactions (a “Parent Material Adverse Effect”).

     SECTION 4.2 Authority; Noncontravention.

          (a) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Purchaser of this Agreement, and the consummation by Parent and Purchaser of the Transactions, have been duly authorized and approved by their respective Boards of Directors (and prior to the Effective Time will be adopted by Parent as the sole stockholder of Purchaser), and no other corporate action on the part of Parent and Purchaser is necessary to authorize the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by them of the Transactions. This Agreement has been duly executed and

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delivered by Parent and Purchaser and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

          (b) Neither the execution and delivery of this Agreement by Parent and Purchaser, nor the consummation by Parent or Purchaser of the Transactions, nor compliance by Parent or Purchaser with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation or bylaws of Parent or Purchaser or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.3 are obtained and the filings referred to in Section 4.3 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or Purchaser or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Parent, Purchaser or any of their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (x) and (y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, could result in a Parent Material Adverse Effect.

     SECTION 4.3 Governmental Approvals. Except for (i) the filing with the SEC of the Offer Documents and, if necessary, a Proxy Statement in definitive form relating to the Company Stockholders Meeting, and other filings required under, and compliance with other applicable requirements of, the Exchange Act and the rules of the NASDAQ Stock Market and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the execution and delivery of this Agreement by Parent and Purchaser or the consummation by Parent and Purchaser of the Transactions, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, could not, individually or in the aggregate, reasonably be expected to impair in any material respect the ability of the Parent and Purchaser to perform its obligations hereunder, or prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions.

     SECTION 4.4 Information Supplied. Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.9, neither the Offer Documents nor any information supplied (or to be supplied) in writing by or on behalf of Parent or Purchaser specifically for inclusion or incorporation by reference in the Schedule 14D-9 will, at the respective times the Offer Documents, the Schedule 14D-9, or any amendments or supplements thereto, are filed with the SEC or at the time they are first published, sent or given to stockholders of the Company, or at the expiration of the Offer, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The information supplied by Parent for inclusion in

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the Proxy Statement (if any) will not, on the date it is first mailed to stockholders of the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and will not, at the time of the Company Stockholders Meeting (if such a meeting is held), omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting which shall have become false or misleading in any material respect. The Offer Documents will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, Parent and Purchaser make no representation or warranty with respect to any information supplied by or on behalf of the Company for inclusion or incorporation by reference in any of the foregoing documents.

     SECTION 4.5 Ownership and Operations of Purchaser. Parent owns beneficially and of record all of the outstanding capital stock of Purchaser. Purchaser was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

     SECTION 4.6 Adequate Funds. Parent has sufficient funds to (a) consummate the Offer, (b) pay the aggregate Merger Consideration and (c) pay any and all amounts, fees and expenses in connection with the Offer and the Merger.

     SECTION 4.7 Brokers and Other Advisors. Except for Banc of America Securities LLC, the fees and expenses of which will be paid by Parent, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries.

     SECTION 4.8 Share Ownership. Neither Parent nor Purchaser has been, at any time during the three years preceding the date hereof, an “interested stockholder” of the Company, as defined in Section 203 of the DGCL.

     SECTION 4.9 Absence of Litigation. As of the date hereof, there are no suits, actions or legal, administrative, arbitration or other proceedings or governmental investigations pending or, to the knowledge of Parent, threatened in writing against Parent or any of its Subsidiaries or any of its or their respective properties or assets, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. As of the date hereof, none of Parent or its Subsidiaries is subject to any judgment, ruling, order, writ, preliminary or other injunction or decree, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

     SECTION 4.10 Other Agreements or Understandings. Parent has disclosed to the Company all contracts, arrangements or understandings (and, with respect to those that are written, Parent has furnished to the Company correct and complete copies thereof) between or among Parent, Purchaser, or any controlled affiliate of Parent, on the one hand, and (a) any member of the Board of Directors or management of the Company or (b) any person that owns 5% or more of the shares of the outstanding capital stock of the Company (based on information

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filed with the SEC) so long as such contracts, arrangements or understandings relate to the Company or the Transactions.

     SECTION 4.11 No Additional Representations. Parent acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts and other assets of the Company that it and its Representatives have desired or requested to review, and that it and its representatives have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company. Parent acknowledges that neither the Company nor any person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent and its representatives except as expressly set forth in Article III. Without limiting the foregoing, Parent acknowledges that it has received no financial projections or forecasts relating the Company or any of its Subsidiaries.

ARTICLE V

Additional Covenants and Agreements

     SECTION 5.1 Conduct of Business. Except as expressly contemplated or permitted by this Agreement, consented to by the Purchaser in writing, set forth on Section 5.1 to the Company Disclosure Letter or as required by applicable Law, during the period from the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice, (b) comply in all material respects with all applicable Laws and the requirements of all Material Contracts, (c) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, in each case, to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time, and (d) keep in full force and effect all material insurance policies maintained by the Company and its Subsidiaries, other than changes to such policies made in the ordinary course of business. Without limiting the generality of the foregoing, except as expressly permitted by this Agreement or as required by applicable Law, during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to:

                (i) (A) issue, sell, grant, dispose of, pledge or otherwise encumber any shares of its capital stock, voting securities or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of its capital stock, voting securities or equity interests; provided, however, that (x) the Company may issue shares of Company Common Stock upon (1) the exercise of Options granted under the Company Stock Plans and (2) the conversion of Convertible Securities, in each case, that are outstanding on the date of this Agreement and in accordance with the terms thereof and (y) capital stock, voting securities or equity interests of the Company’s Subsidiaries may be (1) issued to the Company or a direct or indirect wholly owned Subsidiary of the Company and (2) pledged to the

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extent required under the Company’s existing credit agreement listed on Section 3.13(a) of the Company Disclosure Letter; (B) redeem, purchase or otherwise acquire any of its outstanding shares of capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to acquire any shares of its capital stock, voting securities or equity interests; (C) declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or otherwise make any payments to its stockholders in their capacity as such (other than dividends by a direct or indirect wholly owned Subsidiary of the Company to its parent); or (D) split, combine, subdivide or reclassify any shares of its capital stock;

                (ii) incur or assume any indebtedness for borrowed money or guarantee any indebtedness (or enter into a “keep well” or similar agreement) or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, other than (A) borrowings by the Company in the ordinary course of business under the Company’s existing credit agreement listed on Section 3.13(a) of the Company Disclosure Letter and guarantees of such borrowings issued by the Company’s Subsidiaries to the extent required under the terms of such credit facility, and (B) borrowings from the Company by a direct or indirect wholly owned Subsidiary of the Company in the ordinary course of business consistent with past practice;

                (iii) sell, transfer, lease, mortgage, encumber or otherwise dispose of or subject to any Lien (including pursuant to a sale-leaseback transaction or an asset securitization transaction) any of its properties or assets (including securities of Subsidiaries) with a fair market value in excess of $50,000 individually or $100,000 in the aggregate to any Person, except (A) sales of inventory in the ordinary course of business consistent with past practice, (B) pursuant to Contracts in force at the date of this Agreement and listed on Section 5.1(iii) of the Company Disclosure Letter, correct and complete copies of which have been made available to Parent, or (C) dispositions of obsolete or worthless assets;

                (iv) make any capital expenditure or expenditures which (A) involves the purchase of real property or (B) is in excess of $100,000 individually or $400,000 in the aggregate;

                (v) directly or indirectly acquire (A) by merging or consolidating with, or by purchasing all of or a substantial equity interest in, or by any other manner, any Person or division, business or equity interest of any Person or, (B) except in the ordinary course of business consistent with past practice, any assets that, individually, have a purchase price in excess of $50,000 or, in the aggregate, have a purchase price in excess of $100,000;

                (vi) make any investment (by contribution to capital, property transfers, purchase of securities or otherwise) in, or loan or advance (other than travel and similar advances to its employees in the ordinary course of business consistent with past practice) to, any Person other than a direct or indirect wholly owned Subsidiary of the Company in the ordinary course of business;

                (vii) (A) enter into, terminate or amend any Material Contract, or, other than in the ordinary course of business consistent with past practice, any other Contract that is

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material to the Company and its Subsidiaries taken as a whole, (B) enter into or extend the term or scope of any Contract that purports to restrict the Company, or any existing or future Subsidiary or Affiliate of the Company, from engaging in any line of business or in any geographic area, (C) amend or modify the Engagement Letter, (D) enter into any Contract that would be breached by, or require the consent of any third party in order to continue in full force following, consummation of the Transactions, or (E) release any Person from, or modify or waive any provision of, any confidentiality, standstill or similar agreement;

                (viii) increase in any manner the compensation or benefits of any of current or former directors, officers, consultants or employees of the Company or any of its Subsidiaries or enter into, establish, amend or terminate any employment, consulting, retention, change in control, collective bargaining, bonus or other incentive compensation, profit sharing, health or other welfare, stock option or other equity (or equity-based), pension, retirement, vacation, severance, deferred compensation or other compensation or benefit plan, policy, agreement, trust, fund or arrangement with, for or in respect of, any stockholder or current or former director, officer, employee, or consultant of the Company or any of its Subsidiaries, other than (A) as required pursuant to applicable Law or the terms of the agreements set forth on Section 5.1(viii) of the Company Disclosure Letter (correct and complete copies of which have been made available to Parent prior to the date of this Agreement) or with respect to (B) increases in salaries, wages and benefits of employees (other than officers) made in the ordinary course of business and in amounts and in a manner consistent with past practice;

                (ix) make, change or revoke any material election concerning Taxes or Tax Returns, file any amended Tax Return, file any Tax Return not prepared in accordance with past practice, enter into any closing agreement with respect to Taxes, settle any material Tax claim or assessment or surrender any right to claim a refund of Taxes or obtain any Tax ruling;

                (x) make any changes in financial or Tax accounting methods, principles or practices (or change an annual accounting period), except insofar as may be required by a change in GAAP or applicable Law;

                (xi) amend the Company Charter Documents or the Subsidiary Documents;

                (xii) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization (other than transactions exclusively between wholly owned Subsidiaries of the Company);

                (xiii) pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction in accordance with their terms of liabilities, claims or obligations reflected or reserved against in the most recent consolidated financial statements (or the notes thereto) of the Company included in the Filed Company SEC Documents or incurred since the date of such financial statements in the ordinary course of business consistent with past practice;

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                (xiv) issue any broadly distributed communication of a general nature to employees (including general communications relating to benefits and compensation) or customers without the prior approval of Parent, except for communications in the ordinary course of business that do not relate to the Transactions;

                (xv) settle or compromise any litigation or proceeding material to the Company and its Subsidiaries taken as a whole (this covenant being in addition to the Company’s agreement set forth in Section 5.8 hereof); or

                (xvi) agree, in writing or otherwise, to take any of the foregoing actions, or take any action or agree, in writing or otherwise, to take any action which would (A) cause any of the representations or warranties of the Company set forth in this Agreement (1) that are qualified as to materiality or Company Material Adverse Effect to be untrue or (2) that are not so qualified to be untrue in any material respect, or (B) in any material respect impede or delay the ability of the parties to satisfy any of the conditions to the Offer or the Merger set forth in this Agreement (including Annex A hereto).

     SECTION 5.2 No Solicitation by the Company; Etc.

          (a) The Company shall, and shall cause its Subsidiaries and the Company’s and its Subsidiaries’ respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, “Representatives”) to, immediately cease and cause to be terminated any discussions or negotiations with any Person conducted heretofore with respect to a Takeover Proposal, and use best efforts to obtain the return from all such Persons or cause the destruction of all copies of confidential information previously provided to such parties by the Company, its Subsidiaries or Representatives. The Company shall not, and shall cause its Subsidiaries and Representatives not to, directly or indirectly (i) solicit, initiate, cause, facilitate or encourage (including by way of furnishing information) any inquiries or proposals that constitute, or may reasonably be expected to lead to, any Takeover Proposal, (ii) participate in any discussions or negotiations with any third party regarding any Takeover Proposal or (iii) enter into any agreement related to any Takeover Proposal; provided, however, that if after the date hereof the Board of Directors of the Company receives an unsolicited, bona fide written Takeover Proposal made after the date hereof in circumstances not involving a breach of this Agreement or any standstill agreement, and the Board of Directors of the Company reasonably determines in good faith that such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, then the Company may at any time prior to the Purchase Date (but in no event after the Purchase Date) and after providing Parent not less than 24 hours written notice of its intention to take such actions, (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Takeover Proposal, but only after such Person enters into a customary confidentiality agreement with the Company (which confidentiality agreement must be no less favorable to the Company (i.e., no less restrictive with respect to the conduct of such Person) than that certain confidentiality agreement entered into with Parent, dated October 17, 2008); provided, however, that (1) such confidentiality agreement may not include any provision calling for an exclusive right to negotiate with the Company and (2) the Company advises Parent of all such non-public information delivered to such Person concurrently with its delivery to such Person and concurrently with its delivery to such Person the Company delivers to Parent all such

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information not previously provided to Parent, and (B) participate in discussions and negotiations with such Person regarding such Takeover Proposal. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by the Company’s Subsidiaries or Representatives shall be deemed to be a breach of this Section 5.2 by the Company. The Company shall provide Parent with a correct and complete copy of any confidentiality agreement entered into pursuant to this paragraph within 24 hours of the execution thereof.

          (b) In addition to the other obligations of the Company set forth in this Section 5.2, the Company shall promptly advise Parent, orally and in writing, and in no event later than 24 hours after receipt, if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company in respect of any Takeover Proposal, and shall, in any such notice to Parent, indicate the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such proposal, offer, inquiry or request), and thereafter shall promptly keep Parent fully informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and the Company shall provide Parent with copies of any additional written materials received that relate to such proposals, offers, inquiries or requests) and of the status of any such discussions or negotiations.

          (c) Except as expressly permitted by this Section 5.2(c), neither the Board of Directors of the Company nor any committee thereof shall (i)(A) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent, the recommendation by such Board of Directors that stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant thereto and adopt this Agreement (the “Company Recommendation”) or the approval or declaration of advisability by such Board of Directors of this Agreement and the Transactions (including the Offer and the Merger) or (B) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) approve or recommend, or propose publicly to approve or recommend, or cause or authorize the Company or any of its Subsidiaries to enter into, any letter of intent, agreement in principle, memorandum of understanding, merger, acquisition, purchase or joint venture agreement or other agreement related to any Takeover Proposal (other than a confidentiality agreement in accordance with Section 5.2(a)) (each, a “Company Acquisition Agreement”). Notwithstanding the foregoing, (x) the Board of Directors of the Company may withdraw or modify the Company Recommendation, or recommend a Takeover Proposal, if such Board determines in good faith, after reviewing applicable provisions of state law and after consulting with outside counsel, that the failure to make such withdrawal, modification or recommendation would be inconsistent with the exercise by the Board of Directors of the Company of its fiduciary duties to the Company’s stockholders under Delaware law; provided, however, that no Company Adverse Recommendation Change may be made in response to a Superior Proposal until after the third Business Day following Parent’s receipt of written notice (unless at the time such notice is otherwise required to be given there are less than three Business Days prior to the next scheduled expiration date of the Offer pursuant to Section 1.1, in which case the Company shall provide as much notice as is reasonably practicable) from the Company (a “Company Adverse

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Recommendation Notice”) advising Parent that the Board of Directors of the Company intends to make such Company Adverse Recommendation Change and specifying the material terms and conditions of such Superior Proposal (it being understood and agreed that any amendment to the financial terms or other material terms of such Superior Proposal shall require a new Company Adverse Recommendation Notice and a new three Business Day period (unless at the time such notice is otherwise required to be given there are less than three Business Days prior to the next scheduled expiration date of the Offer pursuant to Section 1.1, in which case the Company shall provide as much notice as is reasonably practicable); provided, further, that, in determining whether to make a Company Adverse Recommendation Change in response to a Superior Proposal, the Board of Directors of the Company shall take into account any changes to the terms of this Agreement proposed by Parent (in response to a Company Adverse Recommendation Notice or otherwise) in determining whether such third party Takeover Proposal still constitutes a Superior Proposal, and (y) if the Board of Directors of the Company receives after the date hereof an unsolicited, bona fide written Takeover Proposal that was made in circumstances not involving a breach of this Agreement or a standstill and that the Board of Directors determines in good faith constitutes a Superior Proposal and with respect to which the Board of Directors determines in good faith, after considering applicable provisions of state law and after consulting with outside counsel, that the failure to take such action would be inconsistent with the exercise of its fiduciary duties to the Company’s stockholders under Delaware law, the Board of Directors of the Company may, in response to such Superior Proposal and within 48 hours after the expiration of the three Business Day period described below (but in no event later than the Purchase Date), enter into a Company Acquisition Agreement with respect to such Superior Proposal if the Company shall have concurrently with entering into such Company Acquisition Agreement terminated this Agreement pursuant to Section 7.1(c)(ii) and prior thereto paid the Termination Fee required pursuant to Section 7.3, but only after the third Business Day following Parent’s receipt of written notice from the Company advising Parent that the Board of Directors of the Company is prepared to enter into a Company Acquisition Agreement with respect to such Superior Proposal (which notice shall include the most current versions of such agreement and proposal) and terminate this Agreement, and only if, during such three Business Day period, the Company and its representatives shall have negotiated in good faith with Parent and Parent’s representatives to make such adjustments in the terms of this Agreement as would enable Parent to proceed with the transactions contemplated by this Agreement on such adjusted terms and, at the end of such three Business Day period, after taking into account any such adjusted terms as may have been proposed by Parent since its receipt of such written notice, the Board of Directors of the Company has again in good faith made the determination referred to above in this clause (y).

          (d) Nothing contained in this Section 5.2 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to the Company’s stockholders if, in the good faith judgment of the Board of Directors of the Company, after receipt of advice from its outside counsel, failure so to disclose would be inconsistent with its fiduciary duties or applicable Law; provided, however, that this Section 5.2(d) will not affect the obligations of the Company and its Board of Directors under Sections 5.2(a) and 5.2(c); provided, further, that (x) any such disclosure made pursuant to this Section 5.2(d) (other than a “stop, look and listen” letter or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) shall not be deemed to be an Adverse

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Recommendation Change so long as the Board of Directors of the Company expressly reaffirms in such disclosure its Company Recommendation and (y) the Company shall provide Parent with no less than one Business Day (or, if shorter, such number of hours remaining prior to the Expiration Date) notice of such disclosure prior to any such disclosure.

          (e) For purposes of this Agreement:

          “Takeover Proposal” means any inquiry, proposal or offer from any Person or “group” (as defined in Section 13(d) of the Exchange Act), other than Parent and its Subsidiaries, relating to any (A) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of assets of the Company and its Subsidiaries (including securities of Subsidiaries) equal to 15% or more of the Company’s consolidated assets or to which 15% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of 15% or more of any class of equity securities of the Company, (C) tender offer or exchange offer that if consummated would result in any Person or “group” (as defined in Section 13(d) of the Exchange Act) beneficially owning 15% or more of any class of equity securities of the Company or (D) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries; in each case, other than the Transactions.

          “Superior Proposal” means a bona fide written offer, obtained after the date hereof and not in breach of this Agreement or any standstill agreement, to acquire, directly or indirectly, for consideration consisting of cash and/or securities, at least one hundred percent (100%) of the equity securities of the Company or all or substantially all of the operating assets of the Company and its Subsidiaries on a consolidated basis, made by a third party, which is not subject to a material financing contingency and which is otherwise on terms and conditions which the Board of Directors of the Company determines in its good faith and reasonable judgment (after consultation with a financial advisor of national reputation) to be more favorable to the Company’s stockholders from a financial point of view than the Offer, the Merger and the other Transactions, taking into account at the time of determination any changes to the terms of this Agreement that as of that time had been proposed by Parent in writing and the ability of the Person making such proposal to consummate the transactions contemplated by such proposal (based upon, among other things, the availability of financing and the expectation of obtaining required approvals).

     SECTION 5.3 Reasonable Best Efforts.

          (a) Subject to the terms and conditions of this Agreement, each of the parties hereto shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to promptly (i) take, or cause to be taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Transactions, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain all approvals, consents, registrations, permits, authorizations and other confirmations from

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any Governmental Authority or third party necessary, proper or advisable to consummate the Transactions.

          (b) In furtherance and not in limitation of the foregoing, the Company shall use its reasonable best efforts to (x) take all action necessary to ensure that no Anti-Takeover Statute or similar Law is or becomes applicable to any of the Transactions and (y) if any Anti-Takeover Statute or similar Law becomes applicable to any of the Transactions, take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such Law on the Transactions.

     SECTION 5.4 Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Thereafter, neither the Company nor Parent shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to the Offer, the Merger, this Agreement or the other Transactions without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party).

     SECTION 5.5 Access to Information; Confidentiality. The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and Parent’s representatives reasonable access during normal business hours to all of the Company’s and its Subsidiaries’ properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives and the Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of Federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request. No investigation, or information received, pursuant to this Section 5.5 will modify any of the representations and warranties of the Company.

     SECTION 5.6 Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Transactions, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by such party contained

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in this Agreement (A) that is qualified as to materiality or Company Material Adverse Effect to be untrue and (B) that is not so qualified to be untrue in any material respect, and (iv) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.6 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies available to the party receiving such notice.

     SECTION 5.7 Indemnification and Insurance.

          (a) From and after the Effective Time, the Surviving Corporation shall (i) indemnify the individuals who at or prior to the Effective Time were directors or officers of the Company (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent (A) required by the Company Charter Documents as in effect on the date of this Agreement and (B) permitted under applicable Law. An Indemnitee shall notify the Surviving Corporation in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought. The Surviving Corporation shall have the right, but not the obligation, to assume and control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a “Claim”) relating to any acts or omissions covered under this Section 5.7 with counsel reasonably selected by it (and, if the Surviving Corporation shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Surviving Corporation be liable for any settlement or compromise effected without its written consent. Each of the Surviving Corporation and the Indemnitees shall cooperate in the defense of any Claim and shall furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

          (b) Prior to the Effective Time, the Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers that shall provide such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Policy”). Parent shall, and shall cause the Surviving Corporation to, maintain the D&O Policy in full force and effect, and continue to honor the obligations thereunder; provided, however, that, in satisfying its obligation under this Section 5.7(b), the Parent shall not be required to pay an annual premium for the D&O Policy in excess of 300% of the last annual premium paid prior to the date of this Agreement.

          (c) The Indemnitees to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7. The provisions of this Section 5.7 are intended to be for the benefit of each Indemnitee and his or her heirs.

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     SECTION 5.8 Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consent.

     SECTION 5.9 Fees and Expenses. Except as provided in Section 7.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such fees or expenses, whether or not the Transactions are consummated. Other than any Taxes imposed upon a holder of Shares or Options, the Company shall pay all Taxes incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions (including (i) transfer, stamp and documentary Taxes or fees and (ii) sales, use, gains, real property transfer and other or similar Taxes or fees).

     SECTION 5.10 Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be reasonably be necessary and permitted to cause the transactions contemplated by this Agreement, including any disposition of Shares (including derivative securities with respect to such Shares) by each individual who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

     SECTION 5.11 Anti-Takeover Statute. If any Anti-Takeover Statute is or may become applicable to this Agreement (including the Offer, the Merger and the other Transactions contemplated hereby), each of Parent, Purchaser and the Company and their respective Board of Directors shall grant all such approvals and take all such actions as are necessary so that such transactions may be consummated as promptly as practicable hereafter on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

     SECTION 5.12 Credit Agreement and Convertible Debt. The Company will provide reasonable updates on any negotiation of any extension, modification, amendment or waiver under the Amended and Restated Credit Agreement, dated as of April 20, 2005, as amended, between the Company and Bank of America, N.A. (as successor to LaSalle National Bank National Association), (together, with the ancillary agreements related thereto, the “Credit Agreement”) and the Convertible Securities (together with the ancillary agreements related thereto (including the indenture agreement), the “Convertible Debt”). The Company shall promptly send Parent copies of all draft agreements delivered or distributed to the lenders or indenture trustee, draft term sheets, and material notices delivered or distributed in connection with the Credit Agreement and Convertible Debt until such time as the Transactions have been consummated.

     SECTION 5.13 Employee Matters.

          (a) For a period of six (6) months following the Closing Date, Parent shall provide or cause to be provided to each Person that is an employee of the Company or any of its Subsidiaries as of immediately prior to the Closing Date who continues employment after the Closing Date (each a “Company Employee”) to the extent such Company Employee remains employed during such period, base salary or wages, bonus opportunity and employee benefits

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that are not materially less favorable in the aggregate (not including any value attributable to equity-based compensation, severance benefits or change in control benefits) than the base salary or wages, bonus opportunity and employee benefits provided to such Company Employee immediately prior to the date of this Agreement (not including any value attributable to equity-based compensation, severance benefits or change in control benefits). Nothing in this Agreement (i) shall require Parent, the Surviving Corporation or any of their respective subsidiaries to continue to employ any particular Company Employee following the Closing Date, (ii) shall be treated as an amendment or other modification of any Company Plan or any other compensation or employee benefit plan, program or arrangement or (iii) shall limit the right of Parent, the Surviving Corporation or any of their respective subsidiaries to amend, terminate or otherwise modify any Company Plan or any other compensation or employee benefit plan, program or arrangement following the Closing Date, subject to and in accordance with the terms and conditions of such Company Plans or other compensation or employee benefit plans, programs or arrangements.

          (b) Parent shall ensure that, as of the Closing Date, each Company Employee receives full credit (for purposes of eligibility vesting, and vacation entitlement, but not for benefit accrual or severance entitlement) for prior service with the Company and its Subsidiaries (or predecessor employers to the extent the Company or any of its Subsidiaries provides such past service under the applicable Company Plans) under each of the corresponding employee benefit plans, programs and policies of Parent, the Surviving Corporation or the relevant subsidiary, as applicable, in which such Company Employee becomes a participant on or after the Closing Date; provided, however, that no such service recognition shall result in any duplication of benefits. As of the Closing Date, Parent shall, or shall cause the Surviving Corporation or relevant subsidiary to, credit each Company Employee the amount of vacation time that such Company Employee had earned (but not used) under any applicable vacation plan or policy of the Company or any of its Subsidiaries as of the Closing Date. With respect to each health or welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant subsidiary for the benefit of any Company Employees, Parent shall, or shall cause the Surviving Corporation or relevant subsidiary to the extent permitted under such welfare benefit plan, to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such welfare benefit plan to the extent any such periods, requirements or limitations would not have been applicable under the corresponding Company Plan in which such Company Employee participated immediately prior to the Closing Date, and (ii) cause each Company Employee to be given credit under such welfare benefit plan for all amounts paid by such Company Employee under the corresponding Company Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable welfare benefit plan maintained by Parent, the Surviving Corporation or the relevant subsidiary, as applicable, for the plan year in which the Closing Date occurs.

          (c) The Company shall use its reasonable best efforts to cause all of its employees to execute invention assignment and confidentiality agreements in favor of the Company in a form that is reasonably satisfactory to Parent prior to the Closing.

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          (d) This Section 5.13 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.13, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.13.

     SECTION 5.14 Severance Payments.

          (a) At the Closing, Purchaser shall pay the amounts set forth on Annex C (the “Required Management Severance Payments”) pursuant to the agreements set forth on Annex C (the “Management Agreements”) to the individuals set forth on Annex C (the “Management Employees”) or to a rabbi trust on behalf of the Management Employees if the establishment of such rabbi trust is determined by Parent and the Company to be required or beneficial to the Management Employees; provided, however, that each such Management Employee shall have, at or prior to the Closing, executed and delivered to the Company a release in substantially the form contemplated by the Management Agreements.

          (b) Effective immediately following the Effective Time, Purchaser will cause Company to terminate the employment of the Management Employees in writing.

          (c) Parent shall assume the obligations under the employment agreements and change of control and severance agreements set forth on Annex C.

ARTICLE VI

Conditions to the Merger

     SECTION 6.1 Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

          (a) This Agreement shall have been duly adopted by the requisite vote of the holders of Company Common Stock, if, and to the extent required by, applicable Law and the certificate of incorporation of the Company, in order to consummate the Merger;

          (b) No Law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Merger or making the consummation of the Merger illegal; and

          (c) Purchaser shall have purchased Shares pursuant to the Offer; provided, however, that this condition shall be deemed satisfied with respect to Parent and Purchaser if Purchaser shall have failed to purchase Shares pursuant to the Offer in breach of its obligations under this Agreement.

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ARTICLE VII

Termination

     SECTION 7.1 Termination. This Agreement may be terminated and the Transactions abandoned at any time prior to the Effective Time, whether before or after receipt of the Company Stockholder Approval:

          (a) by the mutual written consent of the Company and Parent duly authorized by the Board of Directors of the Company (including, from and after the Purchase Date, the Independent Director Approval contemplated by Section 1.3) and the Board of Directors of Parent; or

          (b) by either of the Company or Parent:

                (i) if any Governmental Authority shall have enacted, promulgated, issued, entered, amended or enforced (A) a Law prohibiting the Offer or the Merger or making the Offer or the Merger illegal, or (B) an injunction, judgment, order, decree or ruling, or taken any other action, in each case, permanently enjoining, restraining, preventing or prohibiting the Offer or the Merger and such injunction, judgment, order, decree or ruling or other action shall have become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 7.1(b)(i) shall not be available to a party if the issuance of such final, non-appealable injunction, judgment, order, decree or ruling was primarily due to the failure of such party to perform any of its obligations under this Agreement;

                (ii) if the Offer shall have expired pursuant to its terms (and not have been extended in accordance with Section 1.1 hereof) without any Shares being purchased therein; provided, however, that the right to terminate this Agreement under this Section 7.1(b)(ii) shall not be available to any party whose failure to perform any of its obligations under this Agreement resulted in the failure of Purchaser to purchase Shares in the Offer; or

                (iii) if no Shares shall have been purchased pursuant to the Offer on or before April 1, 2010 (the “Walk-Away Date”); provided, however, that if the sole reason the Closing has not been consummated on or before April 1, 2010 is that an injunction, judgment, order, decree or ruling of a Governmental Authority of competent jurisdiction is in effect and either Parent or the Company are still contesting the entry of such injunction, judgment, order, decree or ruling, in court or through other applicable proceedings, then the Walk-Away Date will be July 1, 2010; provided, further, however, that the right to terminate this Agreement under this Section 7.1(b)(iii) shall not be available to any party whose failure to perform any of its obligations under this Agreement resulted in the failure of the Offer to be so consummated by the Walk-Away Date; or

          (c) by the Company:

                (i) if Purchaser shall have failed to commence the Offer on or prior to the date provided therefor in Section 1.1; provided, however, that the Company may not terminate this Agreement pursuant to this Section 7.1(c)(i) if the Company is in material breach of this Agreement;

                (ii) if concurrently it enters into a definitive Company Acquisition Agreement providing for a Superior Proposal in accordance with Section 5.2; provided, however, that (x) prior thereto or simultaneously therewith the Company shall have paid or caused to be

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paid the Termination Fee to Parent in accordance with Section 7.3 (and such termination of this Agreement by the Company shall not take effect unless and until the Termination Fee shall have been paid to Parent) and (y) the Company shall also have complied with all the other requirements of Section 5.2; provided, further, however, that the Company may only exercise this termination right prior to the Purchase Date; or

                (iii) if (A) the representations and warranties of Parent or Purchaser set forth in this Agreement that are qualified as to “materiality” or Parent Material Adverse Effect shall not be true and correct, or the representations and warranties of Parent or Purchaser set forth in this Agreement that are not so qualified shall not be true and correct in all material respects, in each case, on and as of the date of this Agreement and on and as of the date of such determination as if made on such date (other than those representations and warranties that address matters only as of a particular date which are true and correct as of such date), or (B) Parent or Purchaser shall have breached or failed in any material respect to perform or comply with any obligation, agreement or covenant required by this Agreement to be performed or complied with by them, which inaccuracy, breach or failure (in each case under clauses (A) and (B)) cannot be cured or has not been cured by the later of (I) the next scheduled expiration date of the Offer pursuant to Section 1.1 and (II) 20 Business Days after Parent receives notice of such inaccuracy, breach or failure; provided, however, that the Company may only exercise this termination right prior to the Purchase Date; or

          (d) by Parent:

                (i) if, due to a circumstance or occurrence that if occurring after the commencement of the Offer would make it impossible to satisfy one or more of the conditions set forth in Annex A hereto, Purchaser shall have failed to commence the Offer on or prior to the date provided therefor in Section 1.1;

                (ii) if (A) a Company Adverse Recommendation Change shall have occurred or (B) the Board of Directors of the Company or any committee thereof (x) shall not have rejected any Takeover Proposal within seven days of the making thereof (including, for these purposes, by taking no position with respect to the acceptance by the Company’s stockholders of a tender offer or exchange offer, which shall constitute a failure to reject such Takeover Proposal) or (y) shall have failed to publicly reconfirm the Company Recommendation within three days after receipt of a written request from Parent that it do so if such request is made following the making by any Person of a Takeover Proposal; provided, however, that Parent may only exercise this termination right prior to the Purchase Date;

                (iii) if (A) there shall have occurred any events or changes that, individually or in the aggregate, have had or could reasonably be expected to have a Company Material Adverse Effect or (B)(x) the representations and warranties of the Company set forth in the Agreement shall not be true and correct at and as of the date of this Agreement and on and as of the date of such determination, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Company

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Material Adverse Effect, or (y) the Company shall have breached or failed in any material respect to perform or comply with any obligation, agreement or covenant required by this Agreement to be performed or complied with by it, which inaccuracy, breach or failure (in each case under clauses (x) and (y)), cannot be cured or has not been cured by the later of (I) the next scheduled expiration date of the Offer pursuant to Section 1.1 and (II) 20 Business Days after the Company receives notice of such inaccuracy, breach or failure; provided, however, that Parent may only exercise this termination right prior to the Purchase Date; or

                (iv) if (A) the Offer has been terminated by the mutual agreement of Parent and the Company or (B) a Flip-In Event (as defined in the Rights Agreement) has occurred under the Rights Agreement; provided, however, that Parent may only exercise this termination right prior to the Purchase Date.

     SECTION 7.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 7.1, written notice thereof shall be given to the other party or parties, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void (other than Sections 5.8, 5.9, 7.2, 7.3, 7.4 (solely in the event of a termination of this Agreement by Parent pursuant to Section 7.1(b)(i) or a termination of this Agreement by the Company pursuant to Section 7.1(b)(i), 7.1(c)(i) or 7.1(c)(iii)), Article VIII, the first sentence of Section 3.18 and the penultimate sentence of Section 5.5, all of which shall survive termination of this Agreement), and there shall be no liability on the part of Parent or the Company or their respective directors, officers and Affiliates, except (i) the Company may have liability as provided in Section 7.3, and (ii) nothing shall relieve any party from liability for fraud or any willful breach of this Agreement.

     SECTION 7.3 Termination Fee.

          (a) In the event that:

                (i) (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal and thereafter, (B) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii), and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within six (6) months of the date this Agreement is terminated;

                (ii) (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal and thereafter, (B) this Agreement is terminated by Parent pursuant to Section 7.1(d)(iii)(B) and the Company’s breach or failure triggering such termination shall have been willful, and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Takeover Proposal within eighteen (18) months of the date this Agreement is terminated;

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                (iii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii); or

                (iv) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii);

then in any such event under clause (i), (ii), (iii) or (iv) of this Section 7.3(a), the Company shall pay to Parent a termination fee of $3,000,000 in cash (the “Termination Fee”).

          In the event that: (x) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal and thereafter this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii), or (y) this Agreement is terminated by Parent pursuant to Section 7.1(d)(iii)(B) and no Termination Fee is payable in respect thereof pursuant to Section 7.3(a)(ii), then in each such case under such clause (x) or (y) the Company shall pay to Parent the Expenses of Parent and Purchaser up to a maximum amount of $1,250,000 and, in the case of clause (x), thereafter the Company shall be obligated to pay to Parent the Termination Fee (less the amount of Expenses previously actually paid to Parent pursuant to this sentence) only in the event such fee is payable pursuant to this Section 7.3(a).

          (b) Any payment required to be made pursuant to clause (i) or clause (ii) of Section 7.3(a) shall be made to Parent promptly following the earlier of the execution of a definitive agreement with respect to, or the consummation of, any transaction contemplated by a Takeover Proposal (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment); any payment required to be made pursuant to clause (iii) of Section 7.3(a) shall be made to Parent promptly following termination of this Agreement by Parent pursuant to Section 7.1(d)(ii) (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment); any payment required to be made pursuant to clause (iv) of Section 7.3(a) shall be made to Parent prior to or simultaneously with (and as a condition to the effectiveness of) termination of this Agreement by the Company pursuant to Section 7.1(c)(ii); and, in circumstances in which Expenses are payable, such payment shall be made to Parent not later than two Business Days after delivery to the Company of an itemization setting forth in reasonable detail all Expenses of Parent and Purchaser (which itemization may be supplemented and updated from time to time by such party until the 60th day after such party delivers such notice of demand for payment). All such payments shall be made by wire transfer of immediately available funds to an account to be designated by Parent.

          (c) In the event that the Company shall fail to pay the Termination Fee and/or Expenses required pursuant to this Section 7.3 when due, such fee and/or Expenses, as the case may be, shall accrue interest for the period commencing on the date such fee and/or Expenses, as the case may be, became past due, at a rate equal to the rate of interest publicly announced by Citibank, in the City of New York from time to time during such period, as such bank’s Prime Lending Rate plus 7%. In addition, if the Company shall fail to pay such fee and/or Expenses, as the case may be, when due, the Company shall also pay to Parent all of Parent’s costs and expenses (including attorneys’ fees) in connection with efforts to collect such fee and/or Expenses, as the case may be. The Company acknowledges that the fee, Expense and the other

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provisions of this Section 7.3 are an integral part of the Transactions and that, without these agreements, Parent would not enter into this Agreement.

          (d) Solely for purposes of this Section 7.3, references to 15% in the definition of Takeover Proposal shall be deemed replaced by references to 50%.

     SECTION 7.4 Loan to the Company. In the event that, as of February 11, 2010, (a) the Closing has not occurred and this Agreement has not been terminated by Parent, (b) Purchaser has not purchased any tendered Shares solely as a result of the Minimum Condition not being satisfied, (c) Parent has terminated this Agreement pursuant to Section 7.1(b)(i), or (d) the Company has terminated this Agreement pursuant to Section 7.1(b)(i), Section 7.1(c)(i) or Section 7.1(c)(iii), Parent shall loan the Company on February 12, 2010 those amounts, and Parent and the Company shall enter into a promissory note on the terms and conditions, set forth on Annex B.

ARTICLE VIII

Miscellaneous

     SECTION 8.1 No Survival, Etc. Except as otherwise provided in this Agreement, the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any Person controlling any such party or any of their officers, directors or representatives, whether prior to or after the execution of this Agreement, and no information provided or made available shall be deemed to be disclosed in this Agreement or in the Company Disclosure Letter, except to the extent actually set forth herein or therein. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or, except as otherwise provided in Section 7.2, upon the termination of this Agreement pursuant to Section 7.1, as the case may be, except that the agreements set forth in Article IIand Sections 5.7 and 5.9 and any other agreement in this Agreement which contemplates performance after the Effective Time shall survive the Effective Time indefinitely and those set forth in Sections 5.8, 5.9, 7.2 and 7.3 and this Article VIII shall survive termination indefinitely.

     SECTION 8.2 Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after approval of any of the transactions contemplated hereby by stockholders of the Company, by written agreement of the parties hereto, by action taken by their respective Boards of Directors (which in the case of the Company after the Purchase Date shall include the Independent Director Approval contemplated by Section 1.3); provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

     SECTION 8.3 Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of any other party hereto, (b) extend the time for the performance of any of the obligations or acts of any other party hereto or (c) waive compliance by the other

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party with any of the agreements contained herein or, except as otherwise provided herein, waive any of such party’s conditions; provided, however, that, in the case of the Company following the Purchase Date, the Independent Director Approval contemplated by Section 1.3 is obtained; provided, further, however, that notwithstanding anything to the contrary in the foregoing, the conditions contained in Annex A hereto (other than the Minimum Condition) are for the benefit of Parent and Purchaser and may be waived by Parent and Purchaser, in whole or in part, at any time and from time to time, in their sole discretion. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Purchaser in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

     SECTION 8.4 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties without the prior written consent of the other parties; provided, however, that Purchaser may assign to Parent, without the consent of the Company, Purchaser’s rights under Section 1.5, including without limitation the right to issue the unsecured promissory note described therein. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section shall be null and void.

     SECTION 8.5 Counterparts. This Agreement may be executed in multiple counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

     SECTION 8.6 Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with Annex A and Annex B hereto, the Company Disclosure Letter (a) constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof and (b) except for the provisions of Section 5.7, are not intended to and shall not confer upon any Person other than the parties hereto any rights or remedies hereunder.

     SECTION 8.7 Governing Law; Jurisdiction; Waiver of Jury Trial.

          (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.

          (b) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware or any federal court sitting in the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to

55

jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

          (c) Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Agreement.

     SECTION 8.8 Specific Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chancery Court of the State of Delaware or any federal court sitting in the State of Delaware, without bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity.

     SECTION 8.9 Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, facsimiled (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

          If to Parent or Purchaser, to:

Trinity Industries, Inc.
2525 Stemmons Freeway
Dallas, Texas 75207-2401
Attention: S. Theis Rice
Facsimile: (214) 589-8824

          with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
Attention: Mary R. Korby
Facsimile: (214) 746-7777

          If to the Company, to:

Quixote Corporation
35 East Wacker Drive
Chicago, Illinois 60601
Attn: Daniel P. Gorey
Facsimile: (312) 467-1356

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          with a copy (which shall not constitute notice) to:

Holland & Knight, LLP
131 South Dearborn Street 30th Floor
Chicago, IL 60603
Attn: Anne Hamblin Schiave
Facsimile: (312) 578-6666

or such other address or facsimile number as such party may hereafter specify by like notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

     SECTION 8.10 Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

     SECTION 8.11 Definitions.

          (a) As used in this Agreement, the following terms have the meanings ascribed thereto below:

          “Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

          “Anti-Takeover Statute” shall mean “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar antitakeover statutes or regulations enacted under U.S. state or federal laws applicable to the Company, including Section 203 of the DGCL.

          “Business Day” shall mean a day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by Law to be closed.

          “Company Material Adverse Effect” means a material adverse effect (i) on the business, assets, liabilities (contingent or otherwise) condition (financial or otherwise), or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) on the ability of the

57

Company to perform on a timely basis any material obligation under this Agreement or to consummate the transactions contemplated hereby; provided, however, that, with respect to the Company, none of the following constitute, or will be considered in determining whether there has occurred, a Company Material Adverse Effect: (A) changes that are the result of factors generally affecting the industries or markets in which the Company or any of its Subsidiaries operate (other than those that have had a disproportionate adverse effect relative to other industry participants on the Company and its Subsidiaries taken as a whole); (B) any adverse change, effect or circumstance arising out of or resulting from actions contemplated by the parties in connection with this Agreement or the pendency or announcement of the transactions contemplated by this Agreement including any change attributable to the negotiation, execution, announcement, pendency or pursuit of the transactions contemplated hereby, including the Offer and the Merger, including any litigation resulting therefrom; (C) changes in laws, rules or regulations or GAAP or the interpretation thereof; (D) any action taken at the written request of Parent or Purchaser; (E) any failure of the Company to meet any projection or forecast prior to the Closing (it being understood that any cause of any such failure may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred); (F) changes that are the result of economic factors affecting the national, regional or world economy (other than those that have had a disproportionate adverse effect relative to other industry participants on the Company and its Subsidiaries taken as a whole); (G) a decline in the price of the Company Common Stock on the Nasdaq Global Market or any other market in which the securities are quoted for purchase and sale (it being understood that any cause of any such decline may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred); (H) general financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein; (I) acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity or any material worsening of such conditions threatened or existing as of the date of this Agreement (other than those that have had a disproportionate adverse effect relative to other industry participants on the Company and its Subsidiaries taken as a whole); and (J) any hurricane, earthquake, flood, natural disaster, or other force majeure event (other than those that have had a disproportionate adverse effect relative to other industry participants on the Company and its Subsidiaries taken as a whole).

          “Company Stock Plans” shall mean the following plans of the Company: 1991 Director Stock Option Plan, as amended through August 16, 2000, 2001 Employee Stock Incentive Plan, as amended June 26, 2009 and 2001 Non-Employee Directors Stock Option Plan as amended June 26, 2009.

          “Expenses” shall mean all out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors and investment bankers to a party hereto and its Affiliates), incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the preparation, printing, filing and mailing of the Offer Documents, the filing of any required notices under applicable Antitrust Laws or other regulations and all other matters related to the Offer, the Merger and the other Transactions.

58

          “Financial Advisor” shall mean Morgan Keegan & Company, Inc.

          “GAAP” shall mean generally accepted accounting principles in the United States as consistently applied utilizing the principals and practices utilized in the preparation of the audited financial statements of the Company.

          “Governmental Authority” shall mean any government, court, arbitrator, regulatory or administrative agency, commission or authority or other governmental instrumentality, federal, state or local, domestic, foreign or multinational.

          “IRS” shall mean the United States Internal Revenue Service.

          “Knowledge” of any Person that is not an individual shall mean, with respect to any matter in question, the knowledge after reasonable due inquiry of such Person’s directors and executive officers, and all other officers and managers having responsibility relating to the applicable matter.

          “Person” shall mean an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity, including a Governmental Authority.

          “Purchase Date” shall mean the first date on which Purchaser accepts for payment Shares tendered and not withdrawn pursuant to the Offer.

          “Subsidiary” when used with respect to any party, shall mean any corporation, limited liability company, partnership, association, trust or other entity the accounts of which would be consolidated with those of such party in such party’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing at least 50% of the equity or at least 50% of the ordinary voting power (or, in the case of a partnership, at least 50% of the general partnership interests) are, as of such date, owned by such party or one or more Subsidiaries of such party or by such party and one or more Subsidiaries of such party.

          “Taxing Authority” shall mean the IRS and any other Governmental Authority responsible for the administration of any Tax.

          The following terms are defined in the section of this Agreement set forth next to such term below:

Term	Section
Agreement	Recitals
Balance Sheet Date	Section 3.5(f)
Bankruptcy and Equity Exception	Section 3.3(a)
Certificate of Merger	Section 2.3
Certificates	Section 2.8(b)
Claim	Section 5.7(a)
Closing	Section 2.2

59

Term	Section
Closing Date	Section 2.2
Code	Section 2.8(g)
Company	Recitals
Company Acquisition Agreement	Section 5.2(c)
Company Adverse Recommendation Change	Section 5.2(c)
Company Adverse Recommendation Notice	Section 5.2(c)
Company Charter Documents	Section 1.3(c)
Company Common Stock	Recitals
Company Contracts	Section 3.13(b)
Company Disclosure Letter	Article III
Company Intellectual Property	Section 3.15(a)(i)
Company Preferred Stock	Section 3.2(a)
Company Plans	Section 3.11(a)
Company Recommendation	Section 5.2(c)
Company SEC Documents	Section 3.5(a)
Company Software	Section 3.15(f)
Company Stockholder Approval	Section 3.3(a)
Company Stockholders Meeting	Section 1.4(a)(i)
Company Technology	Section 3.15(a)(ii)
Computer Systems	Section 3.15(h)
Contract	Section 3.3(c)
Convertible Debt	Section 5.12
Convertible Securities	Section 3.2(a)
Copyrights	Section 3.15(a)(iii)
Credit Agreement	Section 5.12
D&O Policy	Section 5.7(b)
DGCL	Recitals
Dissenting Shares	Section 2.9
Dissenting Stockholders	Section 2.9
Effective Time	Section 2.3
Engagement Letter	Section 3.18
Environmental Laws	Section 3.12(d)(i)
Environmental Liabilities	Section 3.12(d)(ii)
ERISA	Section 3.11(a)
ERISA Affiliates	Section 3.11(a)
Exchange Act	Section 1.1
Fairness Opinion	Section 1.2(a)
FCPA	Section 3.24(b)
Filed Company SEC Documents	Section 3.5(f)
Foreign Plan	Section 3.11(i)
Hazardous Materials	Section 3.12(d)(iii)
Indemnitees	Section 5.7(a)
Independent Director Approval	Section 1.3(c)
Independent Directors	Section 1.3(a)
Intellectual Property Rights	Sectin 3.15(a)(iii)

60

Term	Section
Laws	Section 3.8
Liens	Section 3.1(b)
Management Agreements	Section 5.14
Management Employees	Section 5.14
Marks	Section 3.15(a)(iii)
Material Contract	Section 3.13(a)
Merger	Recitals
Merger Consideration	Section 2.7(c)
Minimum Condition	Section 1.1
Money Laundering Laws	Section 3.24(c)
Multiemployer Plan	Section 3.11(a)
Offer	Recitals
Offer Documents	Section 1.1(b)
Offer Price	Recitals
Option	Secton 2.10
Option Consideration	Section 2.10
Parent	Recitals
Parent Material Adverse Effect	Section 4.1
Patents	Section 3.15(a)(iii)
Paying Agent	Section 2.8(a)
Permits	Section 3.8
Policies	Section 3.16(a)
Proxy Statement	Section 1.4(a)(ii)
Publicly Available Software	Section 3.15(a)(iv)
Purchaser Option	Section 1.5
Purchaser Option Shares	Section 1.5
Qualified Person	Section 1.3(a)
Purchaser	Recitals
Registered Intellectual Property	Section 3.15(a)(v)
Release	Section 3.12(d)(iv)
Representatives	Section 5.2(a)
Required Management Severance Payments	Section 5.14(a)
Restricted Stock	Section 3.2(a)
Rights	Recitals
Rights Agreement	Recitals
Schedule 14D-9	Section 1.2(b)
Schedule TO	Section 1.1(b)
SEC	Section 1.1(a)
Securities Act	Section 3.1(b)
Share	Recitals
Shares	Recitals
Software	Section 3.15(a)(vi)
Subsidiary Documents	Section 3.1(c)
Superior Proposal	Section 5.2(e)
Surviving Corporation	Section 2.1

61

Term	Section
Takeover Proposal	Section 5.2(e)
Tax Returns	Section 3.10(n)
Taxes	Section 3.10(n)
Technology	Section 3.15(a)(vii)
Termination Fee	Section 7.3(a)
Trade Secrets	Section 3.15(a)(iii)
Treasury Regulations	Section 2.8(g)
Transactions	Section 1.2(a)
Walk-Away Date	Section 7.1(b)(iii)
WARN	Section 3.11(m)

     SECTION 8.12 Interpretation.

          (a) When a reference is made in this Agreement to an Article, a Section, Annex or Schedule, such reference shall be to an Article of, a Section of, or an Annex or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

          (b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

[signature page follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

TRINITY INDUSTRIES, INC.
By:	/s/ William A. McWhirter
	Name:	William A. McWhirter
	Title:	Senior Vice President and Chief Financial Officer

THP MERGER CO.
By:	/s/ John M. Lee
	Name:	John M. Lee
	Title:	Vice President

QUIXOTE CORPORATION
By:	/s/ Daniel P. Gorey
	Name:	Daniel P. Gorey
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Merger Agreement]

ANNEX A

Conditions to the Offer

     Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Shares, and (subject to the provisions of the Agreement) may terminate the Offer and not accept for payment any tendered shares if (i) the Minimum Condition shall not have been satisfied at the expiration of the Offer, (ii) Purchaser shall have failed to receive prior to the scheduled expiration of the Offer a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as the date of the scheduled expiration date of the Offer, to the effect that none of the conditions set forth in clause (c) below exist, or (iii) at any time on or after the date of the Agreement and prior to the expiration of the Offer, any of the following conditions shall exist:

     (a) there shall be any injunction, judgment, ruling, order, decree, action, proceeding or litigation instituted, issued, entered, commenced, pending by or before any Governmental Authority that would or that seeks or is reasonably likely to (i) restrain, enjoin, prevent, prohibit or make illegal the acceptance for payment, payment for or purchase of some or all of the Shares by Purchaser or Parent or the consummation of the Transactions, (ii) impose limitations on the ability of Purchaser, Parent or any of their Affiliates effectively to exercise full rights of ownership of the Shares, including the right to vote the Shares purchased by them on all matters properly presented to the Company’s stockholders on an equal basis with all other stockholders (including the adoption of the Agreement and approval of the Transactions), (iii) restrain, enjoin, prevent, prohibit or make illegal, or impose material limitations on, Parent’s, Purchaser’s or any of their Affiliates’ ownership or operation of all or any portion of the businesses and assets of the Company and its Subsidiaries, taken as a whole, or, as a result of the Transactions, of Parent and its Subsidiaries, taken as a whole, (iv) compel Parent, Purchaser or any of their Affiliates to dispose of any Shares or, as a result of the Transactions, compel Parent, Purchaser or any of their Affiliates to dispose of or hold separate any portion of the businesses or assets of the Company and its Subsidiaries, taken as a whole, or of Parent and its Subsidiaries, taken as a whole, or (v) impose more than $2,000,000 in damages on Parent, the Company or any of their respective Subsidiaries as a result of the Transactions;

     (b) there shall be any Law enacted, issued, promulgated, amended or enforced by any Governmental Authority applicable to (i) Parent, the Company or any of their respective Affiliates or (ii) the Transactions that results, or that seeks or is reasonably likely to result, directly or indirectly, in any of the consequences referred to in paragraph (a) above;

     (c) (i) there shall have occurred any events or changes that, individually or in the aggregate, have had or could reasonably be expected to have a Company Material Adverse Effect or (ii) (A) the representations and warranties of the Company set forth in Section 3.2 (Capitalization) shall not be true in all respects, other than immaterial misstatements or

A-1

omissions, at and as of the date of such determination as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), (B) all other representations and warranties of the Company set forth in the Agreement shall not be true and correct at and as of the date of such determination, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (C) the Company shall have breached or failed in any material respect to perform or comply with any obligation, agreement or covenant required by the Agreement to be performed or complied with by it, which inaccuracy, breach or failure has not been cured prior to the expiration of the Offer;

     (d) a Company Adverse Recommendation Change shall have occurred;

     (e) the Agreement shall have been terminated in accordance with its terms or the Offer shall have been terminated with the consent of the Company; or

     (f) a Flip-in Event (as defined in the Rights Agreement) shall have occurred under the Rights Agreement.

     The foregoing conditions are for the sole benefit of Parent and Purchaser and may be asserted by either of them regardless or the circumstances giving rise to such conditions or may be waived by Parent or Purchaser, in whole or in part at any time and from time to time in the sole discretion of Parent or Purchaser (except for any condition which, pursuant to Section 1.1 of the Agreement, may only be waived with the Company’s consent). The failure by Parent or Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, the waiver of such right with respect to any particular facts or circumstances shall not be deemed a waiver with respect to any other facts or circumstances, and each right will be deemed an ongoing right which may be asserted at any time and from time to time.

     If the Offer is terminated, all tendered Shares not theretofore accepted for payment shall forthwith be returned to the tendering stockholders.

A-2

ANNEX B

Note Terms

     Subject to the conditions of Section 7.4 of the Agreement, on February 12, 2009, Parent shall loan the amounts described below to the Company, and the Company shall deliver to Parent a promissory note, in form and substance reasonably acceptable to the Parties, which shall include the following agreed upon terms and conditions:

Principal Amount:	Parent shall loan to the Company the amount of funds necessary for the 100% repurchase of any Convertible Securities that are put to the Company pursuant to Article XVI of that certain Indenture by and between the Company and Wells Fargo Bank National Association, as successor to LaSalle Bank National Association, as trustee, dated as of February 9, 2005 (as amended); provided, however, that (i) the amount loaned to the Company by Parent shall in no event exceed $7,000,000, (ii) all funds loaned to the Company by Parent shall be used by the Company to complete the repurchase of 100% of such Convertible Securities, and (iii) the Company shall use any and all funds available to it (including cash on hand and funds available pursuant to other financing arrangements, other than funds used for normal working capital purposes) to repurchase such Convertible Securities in an effort to minimize the principal amount loaned to the Company by Parent pursuant to the terms hereof.
Interest Rate:	12% per annum on unpaid principal balance.
Term and Amortization:	36-month term;
	No principal amortization for the first 12 months, with interest payable quarterly;
	Months 13-36 principal and interest is payable quarterly in accordance with straight amortization; and
	No prepayment penalty.
Security:	Unsecured.
Other Terms And Conditions:	Consistent with non-public, unsecured debt issues of this nature.

B-1

ANNEX C

Severance Payments

(a) For purposes of Section 5.14:

          "Management Employees” means Bruce Reimer, Dan Gorey and Joan Riley.

          "Management Agreements” means those Agreements identified below with respect to each of the Management Employees.

          "Required Management Severance Payments” means the Cash Payments & Benefits identified below with respect to each of the Management Employees.

(1)	Bruce Reimer
	Reimer Agreements:

1.	Change of Control Agreement, dated as of February 3, 2009, by and between Quixote Corporation and Bruce Reimer.
2.	Severance and Non-Competition Agreement dated as of February 3, 2009, by and between Quixote Corporation and Bruce Reimer.

Reimer Cash Payments & Benefits:

(A)	Cash at closing: $1,171,839.
(B)	Additional Payments/Benefits:

(i)	Any base salary, reimbursements, and accrued but unused vacation days relating to pre-termination services not paid by Quixote prior to Closing.
(ii)	At Reimer’s request, he will be provided medical insurance coverage under COBRA law — at his cost.

(2)	Daniel Gorey:
	Gorey Agreements:

1.	Amended and Restated Change of control Agreement, dated as of July 25, 2008, by and between Quixote Corporation and Daniel P. Gorey.
2.	Severance and Non-Competition Agreement dated as of July 25, 2008, by and between Quixote Corporation and Daniel P. Gorey.

C-1

Gorey Cash Payments & Benefits:

(A)	Cash at closing: $1,672,685.
(B)	Additional Payments/Benefits:

(i)	Unvested restricted stock and stock options previously granted will vest one day prior to closing.
(ii)	Any base salary, reimbursements, and accrued but unused vacation days relating to pre-termination service not paid by Quixote prior to Closing.
(ii)	Gorey will be reimbursed for his medical insurance premiums and unreimbursed medical expenses by Quixote for 18 months following closing.

(3)	Joan Riley:
	Riley Agreements:

1.	Amended and Restated Change of control Agreement, dated as of July 25, 2008, by and between Quixote Corporation and Joan R. Riley.
2.	Severance and Non-Competition Agreement dated as of July 25, 2008, by and between Quixote Corporation and Joan R. Riley.

Riley Cash Payments & Benefits:

(A)	Cash at closing: $1,140,231.
(B)	Additional Payments/Benefits:

(i)	Unvested restricted stock and stock options previously granted will vest one day prior to closing.
(ii)	Any base salary, reimbursements, and accrued but unused vacation days relating to pre-termination service not paid by Quixote prior to Closing.
(iii)	Riley will be reimbursed for her medical insurance premiums and unreimbursed medical expenses by Quixote for 18 months following closing.

(c)

1. Severance and Non Competition Agreement between the Company and Annette Voss dated July 21, 2008

C-2

2.	Severance and Non Competition Agreement between Quixote Transportation Safety, Inc. and Energy Absorption Systems, Inc. and James Connell dated September 29, 2008
3.	Confidential Separation Agreement and General Release between Quixote Transportation Safety, Inc. and Russell Hood dated August 27, 2009
4.	Offer letter from the Company on behalf of Energy Absorption Systems, Inc to Mark Holland dated December 16, 2009, regarding the terms of his employment
5.	Severance and Non Competition Agreement between the Company, Quixote Transportation Safety, Inc. and Energy Absorption Systems, Inc. and Mark Holland dated December 17, 2009
6.	Offer Letter dated December 16, 2009 to Mike Corbett from Energy Absorption Systems, Inc
7.	Severance and Non Competition Agreement between Quixote Corporation, Quixote Transportation Safety, Inc. and Energy Absorption Systems, Inc. and Mike Corbett dated December 18, 2009
8.	Employment Agreement between Quixote Middle East LLC and Andrew Ashcroft dated April 1, 2007
9.	Employment Agreement between Quixote Corporation and Phil Bigley dated September 1, 2000
10.	Confidential Separation Agreement and General Release between Energy Absorption Systems (AL) LLC and Richard A. McGauran dated December 2008
11.	Offer Letter between Quixote Transportation Inc. and Chi Sing (Stephen) Chan dated October 9, 2009
12.	Retirement Agreement and General Release between the Company and Leslie Jezuit dated December 23, 2008

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