exv10w3



 





Exhibit 10.3




      




Second Amended and Restated Credit Agreement




Dated as of




April 25, 2007




among




Federal Signal Corporation,




The Guarantors Party Hereto,




The Banks Party Hereto,




Bank of Montreal,

as Agent




National City Bank,

as Syndication Agent




Bank of America, N.A.,

as Documentation Agent




and




BMO Capital Markets,

as Sole Lead Arranger and Sole Book Runner




      




 









 





Table of Contents




(This Table of Contents is not part of the Agreement)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 1.
	 	The Revolving Credit	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1.1.
	 	The Loan Commitment	 	 	1	 
	Section 1.2.
	 	Applicable Interest Rates	 	 	2	 
	Section 1.3.
	 	Minimum Borrowing Amount	 	 	4	 
	Section 1.4.
	 	Manner of Borrowing and Designating Interest Rates	 	 	4	 
	Section 1.5.
	 	Default Rate	 	 	5	 
	Section 1.6.
	 	Notes for Loans	 	 	6	 
	Section 1.7.
	 	Swing Loans	 	 	7	 
	Section 1.8.
	 	Letters of Credit	 	 	9	 
	Section 1.9.
	 	Increase of Commitments	 	 	12	 
	 
	 	 	 	 	 	 
	Section 2.
	 	General Provisions Applicable To Loans; Reduction of Commitments	 	 	13	 
	 
	 	 	 	 	 	 
	Section 2.1.
	 	Interest Periods	 	 	13	 
	Section 2.2.
	 	Maturity of Loans	 	 	13	 
	Section 2.3.
	 	Prepayments	 	 	13	 
	Section 2.4.
	 	Funding Indemnity for Eurodollar Loans	 	 	14	 
	Section 2.5.
	 	Commitment Terminations	 	 	15	 
	 
	 	 	 	 	 	 
	Section 3.
	 	Fees	 	 	15	 
	 
	 	 	 	 	 	 
	Section 3.1.
	 	Commitment Fee	 	 	15	 
	Section 3.2.
	 	Agent Fees	 	 	16	 
	Section 3.3.
	 	Fee Calculations	 	 	16	 
	Section 3.4.
	 	Letter of Credit Fees	 	 	16	 
	 
	 	 	 	 	 	 
	Section 4.
	 	Place and Application of Payments	 	 	16	 
	 
	 	 	 	 	 	 
	Section 4.1.
	 	Place and Application of Payments	 	 	16	 
	 
	 	 	 	 	 	 
	Section 5.
	 	Definitions; Interpretation	 	 	17	 
	 
	 	 	 	 	 	 
	Section 5.1.
	 	Definitions	 	 	17	 
	Section 5.2.
	 	Interpretation	 	 	33	 
	 
	 	 	 	 	 	 
	Section 6.
	 	Representations and Warranties	 	 	33	 
	 
	 	 	 	 	 	 
	Section 6.1.
	 	Corporate Organization and Authority	 	 	33	 
	Section 6.2.
	 	Subsidiaries	 	 	33	 
	Section 6.3.
	 	Corporate Authority and Validity of Obligations	 	 	34	 
	Section 6.4.
	 	Financial Statements	 	 	34	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 6.5.
	 	No Litigation; No Labor Controversies	 	 	34	 
	Section 6.6.
	 	Taxes	 	 	35	 
	Section 6.7.
	 	Approvals	 	 	35	 
	Section 6.8.
	 	ERISA	 	 	35	 
	Section 6.9.
	 	Government Regulation	 	 	35	 
	Section 6.10.
	 	Margin Stock	 	 	35	 
	Section 6.11.
	 	Licenses and Authorizations; Compliance with Environmental and Health Laws	 	 	36	 
	Section 6.12.
	 	Ownership of Property; Liens	 	 	36	 
	Section 6.13.
	 	No Burdensome Restrictions; Compliance with Agreements	 	 	36	 
	Section 6.14.
	 	Full Disclosure	 	 	37	 
	Section 6.15.
	 	Solvency of Guarantors	 	 	37	 
	Section 6.16.
	 	Not a Tax Shelter Transaction	 	 	37	 
	Section 6.17.
	 	No Default	 	 	37	 
	 
	 	 	 	 	 	 
	Section 7.
	 	Conditions Precedent	 	 	37	 
	 
	 	 	 	 	 	 
	Section 7.1.
	 	Initial Credit Event	 	 	37	 
	Section 7.2.
	 	All Credit Events	 	 	39	 
	 
	 	 	 	 	 	 
	Section 8.
	 	Covenants	 	 	40	 
	 
	 	 	 	 	 	 
	Section 8.1.
	 	Corporate Existence; Subsidiaries	 	 	40	 
	Section 8.2.
	 	Maintenance	 	 	40	 
	Section 8.3.
	 	Taxes	 	 	41	 
	Section 8.4.
	 	ERISA	 	 	41	 
	Section 8.5.
	 	Insurance	 	 	41	 
	Section 8.6.
	 	Financial Reports and Other Information	 	 	41	 
	Section 8.7.
	 	Bank Inspection Rights	 	 	43	 
	Section 8.8.
	 	Conduct of Business	 	 	43	 
	Section 8.9.
	 	Liens	 	 	43	 
	Section 8.10.
	 	Use of Proceeds; Regulation U	 	 	46	 
	Section 8.11.
	 	Mergers, Consolidations and Sales of Assets	 	 	46	 
	Section 8.12.
	 	Use of Property and Facilities; Environmental and Health and Safety Laws	 	 	47	 
	Section 8.13.
	 	Investments, Acquisitions, Loans, Advances and Guaranties	 	 	47	 
	Section 8.14.
	 	Consolidated Net Worth	 	 	50	 
	Section 8.15.
	 	Total Indebtedness/Capital Ratio	 	 	50	 
	Section 8.16.
	 	Interest Coverage Ratio	 	 	50	 
	Section 8.17.
	 	Financial Services Ratios	 	 	50	 
	Section 8.18.
	 	Indebtedness	 	 	50	 
	Section 8.19.
	 	Compliance with Laws	 	 	51	 
	Section 8.20.
	 	Guarantors	 	 	51	 
	Section 8.21.
	 	Indebtedness Limitations	 	 	51	 
	Section 8.22.
	 	Ownership of BA Lease Financing Borrowers	 	 	51	 






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	 	 	 	 	Page	 
	Section 9.
	 	Events of Default and Remedies	 	 	52	 
	 
	 	 	 	 	 	 
	Section 9.1.
	 	Events of Default	 	 	52	 
	Section 9.2.
	 	Non-Bankruptcy Defaults	 	 	54	 
	Section 9.3.
	 	Bankruptcy Defaults	 	 	54	 
	Section 9.4.
	 	Notice of Default	 	 	54	 
	Section 9.5.
	 	Expenses	 	 	54	 
	Section 9.6.
	 	Collateral for Undrawn Letters of Credit	 	 	55	 
	 
	 	 	 	 	 	 
	Section 10.
	 	Change in Circumstances	 	 	55	 
	 
	 	 	 	 	 	 
	Section 10.1.
	 	Change of Law	 	 	55	 
	Section 10.2.
	 	Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, Adjusted LIBOR	 	 	56	 
	Section 10.3.
	 	Increased Cost and Reduced Return	 	 	56	 
	Section 10.4.
	 	Lending Offices	 	 	58	 
	Section 10.5.
	 	Discretion of Bank as to Manner of Funding	 	 	58	 
	 
	 	 	 	 	 	 
	Section 11.
	 	The Agent	 	 	58	 
	 
	 	 	 	 	 	 
	Section 11.1.
	 	Appointment and Authorization of Agent	 	 	58	 
	Section 11.2.
	 	Agent and its Affiliates	 	 	58	 
	Section 11.3.
	 	Action by Agent	 	 	59	 
	Section 11.4.
	 	Consultation with Experts	 	 	59	 
	Section 11.5.
	 	Liability of Agent; Credit Decision	 	 	59	 
	Section 11.6.
	 	Indemnity	 	 	60	 
	Section 11.7.
	 	Resignation of Agent and Successor Agent	 	 	60	 
	Section 11.8.
	 	Designation of Additional Agents	 	 	60	 
	Section 11.9.
	 	Hedging Liability	 	 	60	 
	Section 11.10.
	 	L/C Issuer and Swing Line Lender	 	 	61	 
	 
	 	 	 	 	 	 
	Section 12.
	 	The Guarantees	 	 	61	 
	 
	 	 	 	 	 	 
	Section 12.1.
	 	The Guarantees	 	 	61	 
	Section 12.2.
	 	Guarantee Unconditional	 	 	61	 
	Section 12.3.
	 	Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances	 	 	62	 
	Section 12.4.
	 	Waivers	 	 	63	 
	Section 12.5.
	 	Limit on Recovery	 	 	63	 
	Section 12.6.
	 	Stay of Acceleration	 	 	63	 
	Section 12.7.
	 	Benefit to Guarantors	 	 	63	 
	Section 12.8.
	 	Guarantor Covenants	 	 	63	 
	 
	 	 	 	 	 	 
	Section 13.
	 	Miscellaneous	 	 	64	 
	 
	 	 	 	 	 	 
	Section 13.1.
	 	Withholding Taxes	 	 	64	 
	Section 13.2.
	 	No Waiver of Rights	 	 	65	 
	Section 13.3.
	 	Non-Business Day	 	 	65	 
	Section 13.4.
	 	Documentary Taxes	 	 	66	 






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	 	 	 	 	Page	 
	Section 13.5.
	 	Survival of Representations	 	 	66	 
	Section 13.6.
	 	Survival of Indemnities	 	 	66	 
	Section 13.7.
	 	Sharing of Set-Off	 	 	66	 
	Section 13.8.
	 	Notices	 	 	67	 
	Section 13.9.
	 	Counterparts	 	 	67	 
	Section 13.10.
	 	Successors and Assigns	 	 	67	 
	Section 13.11.
	 	Participants	 	 	67	 
	Section 13.12.
	 	Assignments	 	 	68	 
	Section 13.13.
	 	Amendments	 	 	70	 
	Section 13.14.
	 	Headings	 	 	71	 
	Section 13.15.
	 	Legal Fees, Other Costs and Indemnification	 	 	71	 
	Section 13.16.
	 	Set Off	 	 	71	 
	Section 13.17.
	 	Entire Agreement	 	 	72	 
	Section 13.18.
	 	Governing Law	 	 	72	 
	Section 13.19.
	 	Submission to Jurisdiction; Waiver of Jury Trial	 	 	72	 
	Section 13.20.
	 	Confidentiality	 	 	72	 
	Section 13.21.
	 	USA Patriot Act	 	 	73	 
	Section 13.22.
	 	Amendment and Restatement	 	 	73	 
	Section 13.23.
	 	Currency	 	 	73	 
	 
	 	 	 	 	 	 
	Signature
	 	 	 	 	1	 
	 
	 	 	 	 	 	 
	Exhibits
	 	 	 	 	 	 
	A
	 	- Form of Note	 	 	 	 
	B
	 	- Form of Compliance Certificate	 	 	 	 
	C
	 	- Subsidiary Guaranty Agreement	 	 	 	 
	D
	 	- Assignment Agreement	 	 	 	 
	E
	 	- Notice of Payment Request	 	 	 	 
	F
	 	- Form of Commitment and Acceptance	 	 	 	 
	G
	 	- Form of Designation of Alternative Currency Borrower	 	 	 	 
	 
	 	 	 	 	 	 
	SCHEDULE 1
	 	Commitments	 	 	 	 
	SCHEDULE 1.8
	 	Schedule of Existing Letters of Credit	 	 	 	 
	SCHEDULE 6.2
	 	Schedule of Existing Subsidiaries	 	 	 	 
	SCHEDULE 6.5
	 	Litigation and Labor Controversies	 	 	 	 
	SCHEDULE 6.11
	 	Environmental Matters	 	 	 	 
	SCHEDULE 8.9
	 	Existing Liens	 	 	 	 






-iv-









 





Second Amended and Restated Credit Agreement




     This Second Amended and Restated Credit Agreement is entered into as of April 25, 2007, by and
among Federal Signal Corporation, a Delaware corporation (the
“Borrower”), the several Guarantors
from time to time party hereto, the several financial institutions from time to time party to this
Agreement, as Banks, and Bank of Montreal (“BMO”), as Agent as provided herein. All capitalized
terms used herein without definition shall have the same meanings herein as such terms are defined
in Section 5.1 hereof.



Preliminary Statement




     A. The Borrower refers to the Amended and Restated Credit Agreement dated as of February 3,
2006, as amended and currently in effect (collectively, the
“Existing Agreement”) among the
Borrower, the Guarantors party thereto, the Banks party thereto, and Harris N.A., as Agent,
pursuant to which the Banks agreed to make available to the Borrower a revolving credit for loans
and letters of credit (the “Revolving Credit”) as described therein.



     B. Harris N.A. has given notice of its intention to resign as Agent and the parties have
agreed to substitute Bank of Montreal for Harris N.A. as Agent and, in connection therewith, to
replace Harris N.A. as a Lender with BMO Capital Markets Financing, Inc.



     C. The Borrower requests the Banks and Agent to amend the Existing Agreement to, among other
things, extend the Termination Date, to make certain further amendments to the Existing Agreement
and, for the sake of convenience and clarity, to restate the Existing Agreement as so amended in
its entirety. Accordingly, upon the Banks’ and Agent’s acceptance hereof in the space provided for
that purpose below and upon satisfaction of the conditions precedent to effectiveness hereinafter
set forth, the Existing Agreement and all of the Exhibits thereto shall be amended and as so
amended shall be restated in their entirety to read as follows:



Section 1. The Revolving Credit.




     Section 1.1. The Loan Commitment. Subject to the terms and conditions hereof, each Bank, by
its acceptance hereof, severally agrees to make a loan or loans (individually a “Revolving Loan”
and collectively “Revolving Loans”) to the Borrower from time to time on a revolving basis in U.S.
Dollars up to the amount of its revolving credit commitment set forth on Schedule 1 hereto or
pursuant to Section 1.9 or 13.12 hereof (its “Commitment” and, cumulatively for all the Banks, the
“Commitments”), subject to any reductions thereof pursuant to the terms hereof, before the
Termination Date. The sum of (a) the aggregate Original Dollar Amount of Revolving Loans, Swing
Loans and L/C Obligations and (b) the aggregate U.S. Dollar Equivalent of all Alternative Currency
Loans at any time outstanding shall not exceed the Commitments in effect at such time. Each
Borrowing of Revolving Loans shall be made ratably from the Banks in proportion to their respective
Percentages. As provided in Section 1.4(a) hereof, the Borrower may elect that each Borrowing of Revolving Loans be either Base Rate
Loans or Eurodollar Loans. Revolving Loans may be repaid and the principal amount thereof
reborrowed before the Termination Date, subject to all the terms and conditions hereof.



 









 





     Section 1.2. Applicable Interest Rates. (a) Base Rate Loans. Each Base Rate Loan made or
maintained by a Bank shall bear interest during each Interest Period it is outstanding (computed on
the basis of a year of 365 or 366 days, as applicable, and actual days elapsed) on the unpaid
principal amount thereof from the date such Loan is advanced, continued or created by conversion
from a Eurodollar Loan until maturity (whether by acceleration or otherwise) at a rate per annum
equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect, payable
on the last day of its Interest Period and at maturity (whether by acceleration or otherwise).



     “Base Rate” means for any day the greater of:




     (i) the rate of interest announced by the Agent from time to time as its prime
commercial rate, or equivalent, for U.S. Dollar loans to borrowers located in the United
States as in effect on such day, with any change in the Base Rate resulting from a change
in said prime commercial rate to be effective as of the date of the relevant change in said
prime commercial rate; or




     (ii) the sum of (x) the rate determined by the Agent to be the prevailing rate per
annum (rounded upwards, if necessary, to the nearest one hundred-thousandth of a percentage
point) at approximately 10:00 a.m. (Chicago time) (or as soon thereafter as is practicable)
on such day (or, if such day is not a Business Day, on the immediately preceding Business
Day) for the purchase at face value of overnight Federal funds in an amount comparable to
the principal amount owed to the Agent for which such rate is being determined, plus (y)
1/2 of 1% (0.50%).



     (b) Eurodollar Loans. Each Eurodollar Loan made or maintained by a Bank shall bear interest
during each Interest Period it is outstanding (computed on the basis of a year of 360 days and
actual days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced,
continued, or created by conversion from a Base Rate Loan until maturity (whether by acceleration
or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus Adjusted LIBOR
applicable for such Interest Period, payable on the last day of the Interest Period and at maturity
(whether by acceleration or otherwise), and, if the applicable Interest Period is longer than three
months, on each day occurring every three months after the commencement of such Interest Period.



     “Adjusted LIBOR” means a rate per annum determined by the Agent pursuant to the following
formula:



	 	 	 	 	 	 	 
	Adjusted LIBOR

	 	=
	 	LIBOR
 

100%-Reserve Percentage
	 	 






     “Reserve Percentage” means, for the purpose of computing Adjusted LIBOR, the maximum rate of
all reserve requirements (including, without limitation, any marginal, emergency, supplemental or
other special reserves) imposed by the Board of Governors of the Federal Reserve System (or any
successor) under Regulation D on Eurocurrency liabilities (as such term is defined in Regulation D)
for the applicable Interest Period as of the first day of such



-2-









 







Interest Period, but subject to any amendments to such reserve requirement by such Board or its
successor, and taking into account any transitional adjustments thereto becoming effective during
such Interest Period. For purposes of this definition, LIBOR Portions shall be deemed to be
Eurocurrency liabilities as defined in Regulation D without benefit of or credit for prorations,
exemptions or offsets under Regulation D.



     “LIBOR” means, for an Interest Period for a Borrowing of Eurodollar Loans, (a) the LIBOR Index
Rate for such Interest Period, if such rate is available, and (b) if the LIBOR Index Rate cannot be
determined, the arithmetic average of the rate of interest per annum (rounded upwards, if
necessary, to nearest 1/100 of 1%) at which deposits in U.S. dollars in immediately available funds
are offered to the Agent at 11:00 a.m. (London, England time) two (2) Business Days before the
beginning of such Interest Period by major banks in the interbank eurodollar market for a period
equal to such Interest Period and in an amount equal or comparable to the principal amount of such
LIBOR Portion which is scheduled to be made as part of such Borrowing. Each determination of LIBOR
made by the Agent shall be conclusive and binding absent manifest error.



     “LIBOR Index Rate” means, for any Interest Period, the rate per annum (rounded upwards, if
necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in U.S.
Dollars for a period equal to such Interest Period, which appears on the Reuters Page 3750
(Telerate Successor Page) as of 11:00 a.m. (London, England time) on the day two (2) Business Days
before the commencement of such Interest Period.



     “Reuters Page 3750 (Telerate Successor Page)” means the display designated as “Page 3750” on
the Telerate Service (or such other page as may replace Page 3750 on that service or such other
service as may be nominated by the British Bankers’ Association as the information vendor for the
purpose of displaying British Bankers’ Association Interest Settlement Rates for U.S. Dollar
deposits).



     “Eurodollar Reserve Percentage” means, for any Borrowing of Eurodollar Loans, the daily
average for the applicable Interest Period of the maximum rate, expressed as a decimal, at which
reserves (including, without limitation, any supplemental, marginal and emergency reserves) are
imposed during such Interest Period by the Board of Governors of the Federal Reserve System (or any
successor) on “Eurodollar liabilities”, as defined in such Board’s Regulation D (or in respect of
any other category of liabilities that includes deposits by reference to which the interest rate on
Eurodollar Loans is determined or any category of extensions of credit or other assets that include
loans by non-United States offices of any Bank to United States residents), subject to any
amendments of such reserve requirement by such Board or its successor, taking into account any
transitional adjustments thereto. For purposes of this definition, the Eurodollar Loans shall be
deemed to be “eurodollar liabilities” as defined in Regulation D without benefit or credit for any
prorations, exemptions or offsets under Regulation D.



     (c) Rate Determinations. The Agent shall determine each interest rate applicable to the Loans
and the Reimbursement Obligations hereunder, and a reasonable determination thereof by



-3-









 







the Agent shall be conclusive and binding except in the case of manifest error or willful
misconduct.



     Section 1.3. Minimum Borrowing Amount . Each Borrowing of Base Rate Loans shall be in an
amount not less than $5,000,000 and in integral multiples of $1,000,000. Each Borrowing of
Eurodollar Loans shall be in an amount not less than $10,000,000 and in integral multiples of
$1,000,000.



     Section 1.4. Manner of Borrowing and Designating Interest Rates . (a) Notice to the Agent. The
Borrower shall give notice to the Agent by no later than 11:00 a.m. (Chicago time) (i) at least
three (3) Business Days before the date on which the Borrower requests the Banks to advance a
Borrowing of Eurodollar Loans and (ii) on the date the Borrower requests the Banks to advance a
Borrowing of Base Rate Loans. The Loans included in each Borrowing shall bear interest initially at
the type of rate specified in such notice of a new Borrowing. Thereafter, the Borrower may from
time to time elect to change or continue the type of interest rate borne by each Borrowing or,
subject to Section 1.3’s minimum amount requirement for each outstanding Borrowing, a portion
thereof, as follows: (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest
Period applicable thereto, the Borrower may continue part or all of such Borrowing as Eurodollar
Loans for an Interest Period or Interest Periods specified by the Borrower or convert all or part
of such Borrowing into Base Rate Loans and (ii) if such Borrowing is of Base Rate Loans, on any
Business Day, the Borrower may convert all or part of such Borrowing into Eurodollar Loans for an
Interest Period or Interest Periods specified by the Borrower. The Borrower shall give all such
notices requesting the advance, continuation, or conversion of a Borrowing to the Agent by
telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be
promptly confirmed in writing). Notices of the continuation of a Borrowing of Eurodollar Loans for
an additional Interest Period or of the conversion of part or all of a Borrowing of Eurodollar
Loans into Base Rate Loans or of Base Rate Loans into Eurodollar Loans must be given by no later
than 11:00 a.m. (Chicago time) at least three (3) Business Days before the date of the requested
continuation or conversion. All such notices concerning the advance, continuation, or conversion of
a Borrowing shall specify the date of the requested advance, continuation or conversion of a
Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced,
continued, or converted, the type of Loans to comprise such new, continued or converted Borrowing
and, if such Borrowing is to be comprised of Eurodollar Loans, the Interest Period applicable
thereto. The Borrower agrees that the Agent may rely on any such telephonic or telecopy notice
given by any person it in good faith believes is an Authorized Representative without the necessity
of independent investigation, and in the event any such notice by telephone conflicts with any
written confirmation, such telephonic notice shall govern if the Agent has acted in reliance
thereon.



     (b) Notice to the Banks. The Agent shall give prompt telephonic or telecopy notice to each
Bank of any notice from the Borrower received pursuant to Section 1.4(a) above. The Agent shall
give notice to the Borrower and each Bank by like means of the interest rate applicable to each
Borrowing of Eurodollar Loans.



-4-









 





     (c) Borrower’s Failure to Notify. Any outstanding Borrowing of Base Rate Loans shall, subject
to Section 7.2 hereof, automatically be continued for an additional Interest Period on the last day
of its then current Interest Period unless the Borrower has notified the Agent within the period
required by Section 1.4(a) that the Borrower intends to convert such Borrowing into a Borrowing of
Eurodollar Loans or notifies the Agent within the period required by Section 2.3(a) that it intends
to prepay such Borrowing. If the Borrower fails to give notice pursuant to Section 1.4(a) above of
the continuation or conversion of any outstanding principal amount of a Borrowing of Eurodollar
Loans before the last day of its then current Interest Period within the period required by Section
1.4(a) and has not notified the Agent within the period required by Section 2.3(a) that it intends
to prepay such Borrowing, such Borrowing shall automatically be converted into a Borrowing of Base
Rate Loans, subject to Section 7.2 hereof. In the event the Borrower fails to give notice pursuant
to Section 1.4(a) above of a Borrowing equal to the amount of a Reimbursement Obligation and has
not notified the Agent by 12:00 noon (Chicago time) on the day such Reimbursement Obligation
becomes due that it intends to repay such Reimbursement Obligation through funds not borrowed under
this Agreement, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans on
such day in the amount of the Reimbursement Obligation then due, which Borrowing shall be applied
to pay the Reimbursement Obligation then due.



     (d) Disbursement of Loans. Not later than 12:00 Noon (Chicago time) on the date of any
requested advance of a new Borrowing of Eurodollar Loans, and not later than 1:00 p.m. (Chicago
time) on the date of any requested advance of a new Borrowing of Base Rate Loans, subject to
Section 7 hereof, each Bank shall make available its Loan comprising part of such Borrowing in
funds immediately available at the principal office of the Agent in Chicago, Illinois. The Agent
shall make available to the Borrower Loans at the Agent’s principal office in Chicago, Illinois.



     (e) Agent Reliance on Bank Funding. Unless the Agent shall have been notified by a Bank before
the date on which such Bank is scheduled to make payment to the Agent of the proceeds of a Loan
(which notice shall be effective upon receipt) that such Bank does not intend to make such payment,
the Agent may assume that such Bank has made such payment when due and the Agent may in reliance
upon such assumption (but shall not be required to) make available to the Borrower the proceeds of
the Loan to be made by such Bank and, if any Bank has not in fact made such payment to the Agent,
such Bank shall, on demand, pay to the Agent the amount made available to the Borrower attributable
to such Bank together with interest thereon in respect of each day during the period commencing on
the date such amount was made available to the Borrower and ending on (but excluding) the date such
Bank pays such amount to the Agent at a rate per annum equal to the Federal Funds Rate. If such
amount is not received from such Bank by the Agent immediately upon demand, the Borrower will, on
demand, repay to the Agent the proceeds of the Loan attributable to such Bank with interest thereon
at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such
payment being considered a payment or prepayment of a Loan under Section 2.4 hereof, so that the
Borrower will have no liability under such Section with respect to such payment.



     Section 1.5. Default Rate. Notwithstanding anything to the contrary contained in Section 1.2
hereof, at the direction of the Required Banks while any Event of Default exists or



-5-









 







(unless and until rescinded by the Required Banks) after acceleration, the Borrower shall pay
interest (after as well as before entry of judgment thereon to the extent permitted by law) on the
principal amount of all Loans, Reimbursement Obligations and letter of credit fees (computed on the
basis of a year of 360 days and actual days elapsed or, if based on the Base Rate or with respect
to Reimbursement Obligations, on the basis of a year of 365 or 366 days, as applicable, and the
actual number of days elapsed), at a rate per annum equal to:




     (a) for any Base Rate Loan or any Swing Loan bearing interest based on the Base Rate,
the sum of two percent (2%) plus the Applicable Margin plus the Base Rate from time to time
in effect;




     (b) for any Eurodollar Loan or any Swing Loan bearing interest at the Swing Line
Lender’s Quoted Rate, the sum of two percent (2%) plus the rate of interest in effect
thereon at the time of such default until the end of the Interest Period applicable thereto
and, thereafter, at a rate per annum equal to the sum of two percent (2%) plus the
Applicable Margin plus the Base Rate from time to time in effect;




     (c) for any Reimbursement Obligation, the sum of 2.0% plus the Base Rate from time to
time in effect; and




     (d) for any Letter of Credit, the sum of 2.0% plus the letter of credit fee due under
Section 3.4 with respect to such Letter of Credit;


provided, however, that in the absence of acceleration or any other Event of Default pursuant to
Section 9.1(a) hereof, any adjustments pursuant to this Section 1.5 shall be made at the election
of the Required Banks with written notice to the Borrower. While any Event of Default exists or
after acceleration, interest shall be paid on demand of the Agent at the request or with the
consent of the Required Banks.




     Section 1.6. Notes for Loans. (a) The Revolving Loans made to the Borrower by a Bank shall be
evidenced by a single promissory note of the Borrower issued to such Bank in the form of Exhibit
A-1 hereto. Each such promissory note is hereinafter referred to as a “Revolving Note” and
collectively such promissory notes are referred to as the “Revolving Notes.”



     (b) The Swing Loans made to the Borrower by the Swing Line Lender shall be evidenced by a
single promissory note of the Borrower issued to the Swing Line Lender in the form of Exhibit A-2
hereto. Such promissory note is hereinafter referred to as the “Swing Note.”



     (c) Each Bank shall record on its books and records or on a schedule to its appropriate Note
the amount of each Loan advanced, continued, or converted by it, all payments of principal and
interest and the principal balance from time to time outstanding thereon, the type of such Loan,
and, for any Eurodollar Loan or Swing Loan,
the Interest Period and the interest rate applicable thereto. The record thereof, whether
shown on such books and records of a Bank or on a schedule to any Note, shall be prima facie
evidence as to all such matters; provided, however, that the failure of any Bank to record any of
the foregoing or any error in any such



-6-









 








record shall not limit or otherwise affect the obligation of the Borrower to repay all Loans made
to it hereunder together with accrued interest thereon. At the request of any Bank and upon such
Bank tendering to the Borrower the Note to be replaced, the Borrower shall furnish a new Note to
such Bank to replace any outstanding Note, and at such time the first notation appearing on a
schedule on the reverse side of, or attached to, such Note shall set forth the aggregate unpaid
principal amount of all Loans, if any, then outstanding thereon.



     Section 1.7. Swing Loans. (a) Generally. Subject to the terms and conditions hereof, as part
of the revolving credit facility, the Swing Line Lender agrees to make loans to the Borrower under
the Swing Line (individually a “Swing Loan” and
collectively the “Swing Loans”), either directly or
through a Designated Alternative Currency Lender as provided below, which shall not in the
aggregate Original Dollar Amount at any time outstanding exceed the Swing Line Sublimit, provided
that (i) the Original Dollar Amount of Swing Loans made to the Borrower that are outstanding at any
time shall not exceed $20,000,000, and (ii) the Original Dollar Amount of Swing Loans made to
Alternative Currency Borrowers that are outstanding at any time shall not exceed $35,000,000. The
Swing Loans may be availed of the Borrower from time to time and borrowings thereunder may be
repaid and used again during the period ending on the Termination Date. Each Swing Loan shall be
denominated in U.S. Dollars, except as provided in Section 1.7(d) and shall be in a minimum amount
of $250,000 or such greater amount which is an integral multiple of $100,000.



     (b) Interest on Swing Loans. Each Swing Loan shall bear interest until maturity (whether by
acceleration or otherwise) at a rate per annum equal to (i) in the case of Swing Loans made to the
Borrower, the sum of the Base Rate plus the Applicable Margin for Base Rate Loans as from time to
time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, for the
actual number of days elapsed) or (ii) the Swing Line Lender’s Quoted Rate (computed on the basis
of a year of 360 days for the actual number of days elapsed). Interest on each Swing Loan shall be
due and payable prior to such maturity on the last day of each Interest Period applicable thereto.



     (c) Requests for Swing Loans. Except with respect to Alternative Currency Loans, which are
governed by Section 1.7(d), the Borrower shall give the Agent prior notice (which may be written
or oral) no later than 1:00 p.m. (Chicago time) on the date upon which the Borrower requests that
any Swing Loan be made, of the amount and date of such Swing Loan, and the Interest Period
requested therefor. The Agent shall promptly advise the Swing Line Lender of any such notice
received from the Borrower. After receiving such notice, the Swing Line Lender shall in its
discretion quote an interest rate to the Borrower at which the Swing Line Lender would be willing
to make such Swing Loan available to the Borrower for the Interest Period so requested (the rate so
quoted for a given Interest Period being herein referred to as
“Swing Line Lender’s Quoted Rate”).
The Borrower acknowledges and agrees that the interest rate quote is given for immediate and
irrevocable acceptance. If the Borrower does not so immediately accept the Swing Line Lender’s
Quoted Rate for the full amount requested by the Borrower for such Swing Loan, the Swing Line
Lender’s Quoted Rate shall be deemed immediately withdrawn and
such Swing Loan shall bear interest at the sum of the Applicable Margin plus the Base Rate as
from time to time in effect. Subject to the terms and conditions hereof, the proceeds of such Swing
Loan shall be made available to the Borrower on the date so



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requested at the offices of the Agent in Chicago, Illinois. Anything contained in the foregoing to
the contrary notwithstanding (i) the obligation of the Swing Line Lender to make Swing Loans shall
be subject to all of the terms and conditions of this Agreement and (ii) the Swing Line Lender
shall not be obligated to make more than one Swing Loan during any one day.



     (d) Alternative Currency Loans. Notwithstanding any other provision of this Agreement to the
contrary, so long as no Default or Event of Default shall have occurred and be continuing the
Borrower may, with the prior written consent of the Swing Line Lender and the Agent, designate one
or more of its wholly-owned Subsidiaries that is organized in a jurisdiction that is not the United
States of America, any State thereof or the District of Columbia to borrow Swing Loans denominated
in Alternative Currencies directly from the Swing Line Lender or a Designated Alternative Currency
Lender. Such designations shall be made by the Borrower and such Subsidiary executing and
delivering to the Swing Line Lender a Designation of Alternative Currency Borrower substantially in
the form of Exhibit G hereto with such changes therein as may be approved by the Swing Line Lender
and the Agent (each a “Designation of Alternative Currency Borrower”), together with (i) promissory
notes satisfactory in form and substance to the Swing Line Lender to evidence the Swing Loans made
to such Subsidiary, an agreement (each a “Supplemental
Agreement”) among such Subsidiary, the Agent
and the Swing Line Lender setting forth such additional terms and conditions applicable to Swing
Loans made to such Subsidiary, including the manner of requesting Swing Loans, the minimum amounts
thereof, the Alternative Currencies in which such Swing Loans shall be made and repaid, the
interest rates and payment dates applicable thereto and tax indemnification provisions, as the
Swing Line Lender may require, certified copies of resolutions of the Board of Directors (or the
equivalent) of such Subsidiary relating to its authorization to enter into the Designation of
Alternative Currency Borrower, Supplemental Agreement, promissory notes and other instruments and
documents delivered pursuant to this Section, certified copies of the articles or certificate of
incorporation, charter, by-laws, partnership certificate and agreement, operating agreement, or
other constitutive documents of such Subsidiary as then in effect, and such opinions of counsel to
such Subsidiary as to such matters as the Swing Line Lender may request, and (ii) a guaranty
agreement executed by the Borrower pursuant to which the Borrower guaranties the payment when due
of all indebtedness, obligations and liabilities of such Subsidiary under this Agreement and the
other instruments and documents executed and delivered by such Subsidiary pursuant to this
Agreement (each a “Borrower Guaranty Agreement”), certified copies of resolutions of the Borrower’s
Board of Directors relating to its authorization to enter into the Borrower Guaranty Agreement
delivered pursuant to this Section, certified copies of the articles or certificate of
incorporation and by-laws of the Borrower as then in effect, and such opinions of counsel to the
Borrower as to such matters as the Swing Line Lender may request. Each of the instruments and
documents delivered to the Swing Line Lender in satisfaction of the requirements of this Section
1.7(d) must be satisfactory in form and substance to the Swing Line Lender and the Agent. Upon the
execution of such Designation of Alternative Currency Borrower by the Swing Line Lender and the
Agent and the satisfaction of the other requirements of this Section 1.7(d) such Subsidiary shall
be an “Alternative
Currency Borrower” under this Agreement. All Swing Loans made by the Swing Line Lender or a
Designated Alternative Currency Lender to an Alternative Currency Borrower shall bear interest and
be subject to the terms and conditions contained in the applicable Supplemental Agreement,
notwithstanding any provision of this Agreement to the contrary.



-8-









 





     (e) Refunding Loans. In its sole and absolute discretion, the Swing Line Lender may at any
time, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to act
on its behalf for such purpose) and with notice to the Borrower, request each Bank to make a
Revolving Loan in the form of a Base Rate Loan in an amount equal to such Bank’s Percentage of the
Original Dollar Amount of the Swing Loans outstanding on the date such notice is given. Unless an
Event of Default described in Section 9.1(f) or 9.1(g) exists with respect to the Borrower,
regardless of the existence of any other Event of Default, each Bank shall make the proceeds of its
requested Revolving Loan available to the Agent for the account of the Swing Line Lender or the
Designated Alternative Currency Lender, as the case may be, in immediately available funds, at the
Agent’s principal office in Chicago, Illinois, before 12:00 Noon (Chicago time) on the Business Day
following the day such notice is given. The Agent shall promptly remit the proceeds of such
Borrowing of Revolving Loans to the Swing Line Lender or the Designated Alternative Currency
Lender, as the case may be, to be applied to repay the outstanding Swing Loans.



     (f) Participations. If any Bank refuses or otherwise fails to make a Revolving Loan when
requested by the Swing Line Lender pursuant to Section 1.7(e) above (because an Event of Default
described in Section 9.1(f) or 9.1(g) exists with respect to the Borrower or otherwise), such Bank
will, by the time and in the manner such Revolving Loan was to have been funded to the Swing Line
Lender, purchase from the Swing Line Lender or the Designated Alternative Currency Lender, as the
case may be, in U.S. Dollars an undivided participating interest in the outstanding Swing Loans in
an amount equal to its Percentage of the aggregate Original Dollar Amount of Swing Loans that were
to have been repaid with such Revolving Loans. Each Bank that so purchases a participation in a
Swing Loan shall thereafter be entitled to receive its Percentage of each payment of principal
received on the Swing Loan and of interest received thereon accruing from the date such Bank funded
to the Swing Line Lender or the Designated Alternative Currency Lender, as the case may be, its
participation in such Loan. The several obligations of the Banks under this Section shall be
absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be
subject to any set-off, counterclaim or defense to payment which any Bank may have or have had
against the Borrower, the Swing Line Lender, any Designated Alternative Currency Lender, any other
Bank or any other Person whatever. Without limiting the generality of the foregoing, such
obligations shall not be affected by any Default or Event of Default or by any reduction or
termination of the Commitment of any Bank, and each payment made by a Bank under this Section shall
be made without any offset, abatement, withholding or reduction whatsoever.



     Section 1.8. Letters of Credit. (a) General Terms. Subject to the terms and conditions hereof,
as part of the credit facility offered hereunder, the relevant L/C Issuer shall issue (or has
issued in the case of the Existing Letters of Credit) standby and commercial letters of credit
(each a “Letter of Credit”) for the account of Borrower or for the account of the Borrower and one
or more of its Subsidiaries as joint and several co-applicants in an aggregate undrawn face amount
of all Letters of Credit (including the Existing Letters of Credit) up to the L/C Sublimit. Each
Letter of Credit shall be issued
by the L/C Issuer, but each Bank shall be obligated to reimburse the L/C Issuer for such
Bank’s Percentage of the amount of each drawing thereunder and, accordingly, each Letter of Credit
shall constitute usage of the Commitment of each Bank pro rata in an amount equal to its Percentage
of the L/C Obligations then outstanding. Upon the



-9-









 







Effective Date, each Existing Letter of Credit shall, without further action by any party, be
deemed to have been issued as a Letter of Credit hereunder for all purposes hereof.



     (b) Applications. At any time before the Termination Date, the relevant L/C Issuer shall, at
the request of the Borrower, issue one or more Letters of Credit in U.S. Dollars, in a form
satisfactory to the L/C Issuer, with expiration dates no later than 12 months after the Termination
Date (or which are cancelable not later than 12 months after the Termination Date and each
renewal), in an aggregate face amount as set forth above, upon the receipt of an application duly
executed by the Borrower and, if such Letter of Credit is also for the account of one of its
Subsidiaries, such Subsidiary, for the relevant Letter of Credit in the form then customarily
prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application"). No later
than the date which is ten days prior to the Termination Date, Borrower will cash collateralize any
Letter of Credit with an expiration date later than the Termination Date in an amount equal to the
undrawn face amount of such Letter of Credit, such cash collateral to be held by Agent as provided
in Section 9.6(b) hereof. Notwithstanding anything contained in any Application to the contrary:
(i) the Borrower shall pay fees in connection with each Letter of Credit as set forth in Section
3.4 hereof, (ii) before the occurrence of an Event of Default, the L/C Issuer will not call for the
funding by the Borrower of any amount under a Letter of Credit before being presented with a
drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any
drawing under a Letter of Credit on the date such drawing is paid, the Borrower’s obligation to
reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Borrower
hereby promises to pay) from and after the date such drawing is paid at a rate per annum equal to
the sum of the Applicable Margin plus the Base Rate from time to time in effect (computed on the
basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed). If
the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended
unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then
scheduled expiration date, unless (x) all of the Banks (in the case of clauses (i) and (ii) below)
or (y) the Required Banks (in the case of clause (iii) below) instruct the L/C Issuer otherwise,
the L/C Issuer will give such notice of non-renewal before the time necessary to prevent such
automatic extension if before such required notice date: (i) the expiration date of such Letter of
Credit if so extended would be after the Termination Date, (ii) the Commitments have been
terminated, or (iii) a Default or an Event of Default exists and the Agent, at the request or with
the consent of the Required Banks, has given the L/C Issuer instructions not to so permit the
extension of the expiration date of such Letter of Credit. The L/C Issuer agrees to issue
amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date,
thereof at the request of the Borrower subject to the conditions of Section 7 hereof and the other
terms of this Section 1.8. Notwithstanding any provision of this Agreement to the contrary,
following the Termination Date, the L/C Issuer shall not extend the expiration date of any Letter
of Credit theretofore issued by it.



     (c) The Reimbursement Obligations. Subject to Section 1.8(b) hereof, the obligation of the
Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement
Obligation") shall be governed by the Application related to
such Letter of Credit, except that reimbursement shall be made by no later than 12:00 Noon
(Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of
such drawing by the L/C Issuer on or before 11:30 a.m. (Chicago time) on the date when such drawing
is to be



-10-









 







paid or, if notice of such drawing is given to the Borrower after 11:30 a.m. (Chicago time) on the
date when such drawing is to be paid, by the end of such day, in immediately available funds at the
Agent’s principal office in Chicago, Illinois or such other office as the Agent may designate in
writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such
amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date
due and the Participating Banks fund their participations therein in the manner set forth in
Section 1.8(d) below, then all payments thereafter received by the Agent in discharge of any of the
relevant Reimbursement Obligations shall be distributed in accordance with Section 1.8(d) below.



     (d) The Participating Interests. Each Bank (other than the Bank or Banks acting as an L/C
Issuer in issuing the relevant Letter of Credit), by its acceptance hereof, severally agrees to
purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such Bank (a
“Participating Bank”), an undivided percentage
participating interest (a “Participating Interest”),
to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement
Obligation owed to, the L/C Issuer. Upon any failure by the Borrower to pay any Reimbursement
Obligation at the time required on the date the related drawing is to be paid, as set forth in
Section 1.8(c) above, or if the L/C Issuer is required at any time to return to the Borrower or to
a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any
Reimbursement Obligation, each Participating Bank shall, not later than the Business Day it
receives a certificate in the form of Exhibit E hereto from the L/C Issuer (with a copy to the
Agent) to such effect, if such certificate is received before 1:00 p.m. (Chicago time), or not
later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received
after such time, pay to the Agent for the account of the L/C Issuer an amount equal to such
Participating Bank’s Percentage of such unpaid or recaptured Reimbursement Obligation together with
interest on such amount accrued from the date the related payment was made by the L/C Issuer to the
date of such payment by such Participating Bank at a rate per annum equal to: (i) from the date the
related payment was made by the L/C Issuer to the date 2 Business Days after payment by such
Participating Bank is due hereunder, the Federal Funds Rate for each such day and (ii) from the
date 2 Business Days after the date such payment is due from such Participating Bank to the date
such payment is made by such Participating Bank, the Base Rate in effect for each such day. Each
such Participating Bank shall thereafter be entitled to receive its Percentage of each payment
received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the
L/C Issuer retaining its Percentage thereof as a Bank hereunder. The several obligations of the
Participating Banks to the L/C Issuer under this Section 1.8 shall be absolute, irrevocable, and
unconditional under any and all circumstances whatsoever and shall not be subject to any set-off,
counterclaim or defense to payment which any Participating Bank may have or have had against the
Borrower, the L/C Issuer, the Agent, any Bank or any other Person whatsoever. Without limiting the
generality of the foregoing, such obligations shall not be affected by any Default or Event of
Default or by any reduction or termination of any Commitment of any Bank, and each payment by a
Participating Bank under this Section 1.8 shall be made without any offset, abatement, withholding
or reduction whatsoever.



     (e) Indemnification. The Participating Banks shall, to the extent of their respective
Percentages, indemnify the L/C Issuer (to the extent not reimbursed by the Borrower) against



-11-









 







any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action,
loss or liability (except such as result from the L/C Issuer’s gross negligence or willful
misconduct) that the L/C Issuer may suffer or incur in connection with any Letter of Credit issued
by it. The obligations of the Participating Banks under this Section 1.8(e) and all other parts of
this Section 1.8 shall survive termination of this Agreement and of all Applications, Letters of
Credit, and all drafts and other documents presented in connection with drawings thereunder.



     (f) Manner of Requesting a Letter of Credit. The Borrower shall provide at least five (5)
Business Days’ advance written notice to the Agent of each request for the issuance of a Letter of
Credit, such notice in each case to be accompanied by an Application for such Letter of Credit
properly completed and executed by the Borrower and, in the case of an extension or an increase in
the amount of a Letter of Credit, a written request therefor, in a form acceptable to the Agent and
the L/C Issuer, in each case, together with the fees called for by this Agreement. The Agent shall
promptly notify the L/C Issuer of the Agent’s receipt of each such notice and the L/C Issuer shall
promptly notify the Agent and the Banks of the issuance of the Letter of Credit so requested.



     Section 1.9. Increase of Commitments. The Borrower may, on any Business Day prior to the
Termination Date, increase the aggregate amount of the Commitments by delivering a Commitment
Amount Increase Request substantially in the form attached hereto as Exhibit F or in such other
form acceptable to the Agent at least ten (10) Business Days prior to the desired effective date of
such increase (the “Commitment Amount Increase”) identifying an additional Bank (or additional
Commitments for existing Bank(s)) and the amount of its Commitment (or additional amount of its
Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Commitments
to an amount in excess of $300,000,000 will require the approval of the Required Banks, (ii) any
increase of the aggregate amount of the Commitments shall be in an amount not less than
$15,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time
of the request or the effective date of the Commitment Amount Increase, (iv) all representations
and warranties contained in Section 6 hereof shall be true and correct at the time of such request
and on the effective date of such Commitment Amount Increase and (v) any additional Bank must be an
Eligible Assignee. The effective date of the Commitment Amount Increase shall be agreed upon by the
Borrower and the Agent. Upon the effectiveness thereof, the new Bank(s) (or, if applicable,
existing Bank(s)) shall advance Loans in an amount sufficient such that after giving effect to its
advance each Bank shall have outstanding its Percentage of Loans. It shall be a condition to such
effectiveness that (i) if any Eurodollar Loans are outstanding under the Revolving Credit on the
date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and
the Borrower shall pay any amounts owing to the Banks pursuant to Section 2.4 hereof and (ii) the
Borrower shall not have terminated any portion of the Commitments pursuant to Section 2.5 hereof.
The Borrower agrees to pay any reasonable expenses of the Agent relating to any Commitment Amount
Increase. Notwithstanding anything herein to the contrary, no Bank shall have any obligation to
increase its Commitment and no Bank’s Commitment shall
be increased without its consent thereto, and each Bank may at its option, unconditionally and
without cause, decline to increase its Commitment.



-12-









 





Section 2. General Provisions Applicable To Loans; Reduction of Commitments.




     Section 2.1. Interest Periods. As provided in Section 1.4(a) and Section 1.7 hereof, at the
time of each request to advance, continue, or create by conversion a Borrowing of Eurodollar Loans
or Swing Loans, the Borrower shall select an Interest Period applicable to such Loans from among
the available options. The term “Interest Period” means the period commencing on the date a
Borrowing of Loans is advanced, continued, or created by conversion and ending: (a) in the case of
Base Rate Loans, on the last day of the calendar month in which such Borrowing is advanced,
continued, or created by conversion (or on the last day of the following month if such Loan is
advanced, continued or created by conversion on the last day of a calendar month), (b) in the case
of Eurodollar Loans, 1, 2, 3, or 6 months thereafter, provided that the initial Borrowing of
Eurodollar Loans hereunder may be for an Interest Period of less than one month if agreed upon by
all the Banks, and (c) in the case of a Swing Loan, on the date 1 to 7 days thereafter as mutually
agreed to by the Borrower and the Swing Line Lender; provided, however, that:




     (a) any Interest Period for a Borrowing of Base Rate Loans that otherwise would end
after the Termination Date shall end on the Termination Date;




     (b) for any Borrowing of Eurodollar Loans or Swing Loans, the Borrower may not select
an Interest Period that extends beyond the Termination Date;




     (c) whenever the last day of any Interest Period would otherwise be a day that is not
a Business Day, the last day of such Interest Period shall be extended to the next
succeeding Business Day, provided that, if such extension would cause the last day of an
Interest Period for a Borrowing of Eurodollar Loans to occur in the following calendar
month, the last day of such Interest Period shall be the immediately preceding Business
Day; and




     (d) for purposes of determining an Interest Period for a Borrowing of Eurodollar
Loans, a month means a period starting on one day in a calendar month and ending on the
numerically corresponding day in the next calendar month; provided, however, that if there
is no numerically corresponding day in the month in which such an Interest Period is to end
or if such an Interest Period begins on the last Business Day of a calendar month, then
such Interest Period shall end on the last Business Day of the calendar month in which such
Interest Period is to end.



     Section 2.2. Maturity of Loans. Each Loan shall mature and become due and payable by the
Borrower on the Termination Date.



     Section 2.3. Prepayments. (a) Optional. The Borrower may prepay without premium or penalty and
in whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an
amount not less than $500,000, (ii) if such Borrowing is of
Eurodollar Loans in an amount not less than $1,000,000, and (iii) in an amount such that the
minimum amount required for a Borrowing pursuant to Section 1.3 and Section 1.7 hereof remains
outstanding) any Borrowing



-13-









 







of Eurodollar Loans upon three Business Days’ prior notice to the Agent or, in the case of a
Borrowing of Base Rate Loans, notice delivered to the Agent no later than 11:00 a.m. (Chicago time)
on the date of prepayment, such prepayment to be made by the payment of the principal amount to be
prepaid and accrued interest thereon to the date fixed for prepayment and, in the case of
Eurodollar Loans and Swing Loans, any compensation required by Section 2.4 hereof. The Agent will
promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount
paid or prepaid before the Termination Date may, subject to the terms and conditions of this
Agreement, be borrowed, repaid and borrowed again.



     (b) Mandatory. (i) If, within 30 days after receiving notice under Section 8.6(c) of a Change
of Control Event, the Required Banks notify the Borrower that they require prepayment of the Notes,
on the date set forth in such notice (which date shall be no earlier than (x) thirty (30) days (or
in the event of a Change of Control Event described in clause (i) of the definition of such term,
ninety (90) days) after such notice is given or (y) the day on which the Borrower, in connection
with or as a result of such Change of Control Event, repays any other Indebtedness aggregating
$10,000,000 or more before its original scheduled due date, whichever day is earlier), the Borrower
shall pay in full all Obligations and Swing Loans made to Alternative Currency Borrowers then
outstanding and cash collateralize all L/C Obligations and the Commitments shall terminate in full.



     (ii) The Borrower shall, on any date the Commitments are reduced pursuant to Section 2.5
hereof, prepay the Loans by the amount, if any, necessary to reduce the sum of the aggregate
Original Dollar Amount of Loans and L/C Obligations then outstanding to the amount to which the
Commitments have been so reduced.



     (iii) If on the last day of any month or on any other date specified by the Agent the sum of
(A) the aggregate Original Dollar Amount of Revolving Loans, Swing Loans and L/C Obligations, and
(B) the aggregate U.S. Dollar Equivalent of all Alternative Currency Loans then outstanding shall
exceed the Commitments in effect at such time, the Borrower shall within two Business Days prepay
the Loans by the amount, if any, necessary to eliminate such excess.



     Section 2.4. Funding Indemnity for Eurodollar Loans. If any Bank shall incur any loss, cost or
expense (including, without limitation, any loss, cost or expense incurred by reason of the
liquidation or re-employment of deposits or other funds acquired by such Bank to fund or maintain
any Eurodollar Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid
or prepaid to such Bank, but in any event excluding any loss of profit) as a result of:




     (a) any payment, prepayment or conversion of a Eurodollar Loan or Swing Loan on a date
other than the last day of its Interest Period,




     (b) any failure (because of a failure to meet the conditions of Section 7 or
otherwise) by the Borrower to borrow or continue a Eurodollar Loan or Swing Loan, or to
convert a Base Rate Loan into a Eurodollar Loan or Swing Loan, on
the date specified in a notice given pursuant to Section 1.4(a) or Section 1.7 or
established pursuant to Section 1.4(c) hereof,



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     (c) any failure by the Borrower to make any payment of principal on any Eurodollar
Loan or Swing Loan when due (whether by acceleration or otherwise), or




     (d) any acceleration of the maturity of a Eurodollar Loan or Swing Loan as a result of
the occurrence of any Event of Default hereunder,


then, upon the demand of such Bank, the Borrower shall pay to such Bank such amount as will
reimburse such Bank for such loss, cost or expense. If any Bank makes such a claim for
compensation, it shall provide to the Borrower, with a copy to the Agent, a certificate executed by
an officer of such Bank setting forth the amount of such loss, cost or expense in reasonable detail
(including an explanation of the basis for and the computation of such loss, cost or expense) and
the amounts shown on such certificate if reasonably calculated shall be conclusive absent
demonstrable error.




     Section 2.5. Commitment Terminations. (a) Voluntary. The Borrower shall have the right at any
time and from time to time, upon five (5) Business Days’ (or such shorter period as may be
acceptable to the Agent) prior written notice to the Agent, to terminate the Commitments without
premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less
than $5,000,000, and (ii) allocated ratably among the Banks in proportion to their respective
Percentages, provided that the Commitments may not be reduced to an amount less than the sum of all
Loans and L/C Obligations then outstanding. Any termination of the Commitments below the L/C
Sublimit then in effect shall reduce the L/C Sublimit by a like amount and any termination of the
Commitments below the Swing Line Sublimit then in effect shall reduce the Swing Line Sublimit by a
like amount. The Agent shall give prompt notice to each Bank of any such termination of
Commitments. Any termination of Commitments pursuant to this Section 2.5(a) may not be reinstated.



     (b) Mandatory. Prior to the effective date of any Qualified Securitization Transaction, the
Borrower shall notify the Agent of the maximum amount of Securitization Transaction Attributed
Indebtedness which may be incurred pursuant to the legal documentation governing such Qualified
Securitization Transaction, and the Agent shall promptly notify the Banks of such amount. On the
effective date of any Qualified Securitization Transaction, the Commitments shall automatically,
without the giving of any notice or the taking of any other action by the Borrower or any other
Person, ratably terminate by an amount equal to the maximum amount of Securitization Transaction
Attributed Indebtedness which may be incurred pursuant to the legal documentation governing such
Qualified Securitization Transaction. Any termination of Commitments pursuant to this Section
2.5(b) may be reinstated with the approval of all Banks.



Section 3. Fees.




     Section 3.1. Commitment Fee. For the period from the Effective Date to and including the
Termination Date, the Borrower shall pay to the Agent for the ratable account of the Banks in
accordance with their Percentages a commitment fee at the rate
per annum equal to the Applicable Margin on the average daily Unused Commitments. Such
commitment fee is payable in arrears on June 30, 2007, on the last day of each calendar quarter
thereafter and on the



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Termination Date, unless the Commitments are terminated in whole on an earlier date, in which event
the fee for the period to but not including the date of such termination shall be paid in whole on
the date of such termination.



     Section 3.2. Agent Fees. The Borrower shall pay to the Agent the fees agreed to between the
Agent and the Borrower.



     Section 3.3. Fee Calculations. All fees payable under this Section 3 shall be computed on the
basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed,
other than letter of credit fees under Section 3.4, which shall be computed on the basis of a year
of 360 days for the actual number of days elapsed.



     Section 3.4. Letter of Credit Fees. On the date of issuance or extension, or increase in the
amount, of any Letter of Credit pursuant to Section 1.8 hereof, the Borrower shall pay to the L/C
Issuer for its own account a fronting fee equal to 0.125% of the face amount of (or of the increase
in the face amount of) each such Letter of Credit. Quarterly in arrears, on the last day of each
March, June, September, and December, the Borrower shall pay to the Agent, for the ratable benefit
of the Banks in accordance with their Percentages, a letter of credit fee at a rate per annum equal
to the Applicable Margin (computed on the basis of a year of 360 days and the actual number of days
elapsed) in effect during each day of such quarter applied to the daily average face amount of
Letters of Credit outstanding during such quarter. In addition, the Borrower shall pay to the L/C
Issuer for its own account the L/C Issuer’s standard issuance, drawing, negotiation, amendment,
assignment, and other administrative fees for each Letter of Credit as established by the L/C
Issuer from time to time.



Section 4. Place and Application of Payments.




     Section 4.1. Place and Application of Payments. All payments of principal of and interest on
the Loans and the Reimbursement Obligations and of all other amounts payable by the Borrower under
this Agreement, shall be made by the Borrower to the Agent by no later than 1:00 p.m. (Chicago
time) on the due date thereof at the principal office of the Agent in Chicago, Illinois (or such
other location in the State of Illinois as the Agent may designate to the Borrower or at such other
location as may be specified in a Supplemental Agreement with respect to Swing Loans made in an
Alternative Currency). Any payments received after such time shall be deemed to have been received
by the Agent on the next Business Day. All such payments shall be made (i) in U.S. Dollars, in
immediately available funds at the place of payment, or (ii) in the case of amounts payable
hereunder in an Alternative Currency, in such Alternative Currency in such funds then customary for
the settlement of international transactions in such currency, in each case without set-off or
counterclaim. The Agent will promptly thereafter cause to be distributed like funds relating to the
payment of principal or interest on Loans and on Reimbursement Obligations in which the Banks have
purchased Participating Interests or facility fees or letter of credit fees ratably to the Banks in
each case to be applied in accordance with the terms of this Agreement.



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Section 5. Definitions; Interpretation.




     Section 5.1. Definitions. The following terms when used herein have the following meanings:



     “Acquired Business” means the entity or assets acquired by the Borrower or a Subsidiary in an
Acquisition, whether before or after the date hereof.



     “Acquisition” means any transaction or series of related transactions for the purpose of or
resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets
of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of
the capital stock, partnership interests, membership interests or equity of any Person (other than
a Person that is a Subsidiary), or otherwise causing any Person to become a Subsidiary, or (c) a
merger or consolidation or any other combination with another Person (other than a Person that is a
Subsidiary) provided that the Borrower or the Subsidiary is the surviving entity.



     “Affiliate” means, as to any Person, any other Person which directly or indirectly controls,
or is under common control with, or is controlled by, such Person. As used in this definition,
“control” (including, with their correlative meanings, “controlled by” and “under common control
with”) means possession, directly or indirectly, of power to direct or cause the direction of
management or policies of a Person (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise), provided that, in any event for purposes of this
definition: (i) any Person which owns directly or indirectly 10% or more of the securities having
ordinary voting power for the election of directors or other governing body of a corporation or 10%
or more of the partnership or other ownership interests of any other Person (other than as a
limited partner of such other Person) will be deemed to control such corporation or other Person;
and (ii) each director and executive officer of the Borrower or any Subsidiary shall be deemed an
Affiliate of the Borrower and such Subsidiary.



     “Agent” means Bank of Montreal in its capacity as administrative agent hereunder, and any
successor pursuant to Section 11.7 hereof.



     “Agreement” means this Second Amended and Restated Credit Agreement, including all exhibits
and schedules hereto and the provision titled Withdrawal of Departing Lenders, as the same may be
amended, modified or restated from time to time in accordance wit the terms hereof.



     “Alternative Currency” means any of euros, pounds sterling, and Canadian dollars, and any
other currency approved by the Agent and the Swing Line Lender in their sole discretion, in each
case for so long as such currency is readily available to the Swing Line Lender and is freely
transferable and freely convertible to U.S. Dollars.



     “Alternative Currency Borrower” is defined in Section 1.7(d) hereof.



     “Alternative Currency Loan” means a Swing Loan denominated in an Alternative Currency made to
an Alternative Currency Borrower pursuant to Section 1.7(d) hereof.



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     “Applicable Margin” means, with respect to Loans, Reimbursement Obligations, and the
commitment fees and letter of credit fees payable under Section 3 hereof, until the first Pricing
Date, the rates per annum shown opposite Level III below, and thereafter from one Pricing Date to
the next the Applicable Margin means the rates per annum determined in accordance with the
following schedule:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Applicable	 	 
	 	 	 	 	 	 	 	 	Margin for	 	 
	 	 	 	 	 	 	 	 	Eurodollar	 	 
	 	 	 	 	 	 	 	 	Loans under	 	 
	 	 	 	 	Applicable
Margin for	 	revolving	 	 
	 	 	 	 	Base Rate Loans under	 	credit and	 	Applicable
	 	 	 	 	revolving credit and	 	Letter of	 	Margin for
	 	 	Total Indebtedness/Capital	 	Reimbursement	 	credit Fee	 	Commitment Fee
	Level	 	Ratio for Such Pricing Date	 	Obligations shall be:	 	Shall Be:	 	Shall Be:
	 V	 	Greater than or equal to 0.50 to 1.0
	 	 	0.75 %		 	 	2.00 %		 	 	0.350 %	
	IV	 	Less than 0.50 to 1.0, but greater than or equal to 0.40 to 1.0
	 	 	0.50 %		 	 	1.75 %		 	 	0.300 %	
	III	 	Less than 0.40 to 1.0, but greater than or equal to 0.30 to 1.0
	 	 	0.25 %		 	 	1.50 %		 	 	0.250 %	
	II	 	Less than 0.30 to 1.0, but greater than or equal to 0.20 to 1.0
	 	 	0.00 %		 	 	1.25 %		 	 	0.225 %	
	 I	 	Less than 0.20 to 1.0
	 	 	0.00 %		 	 	1.00 %		 	 	0.200 %	





; provided, however, that if on any Pricing Date the rating on the senior debt of the Borrower is
equal to or better than (i) BBB- (or its equivalent) by Fitch, (ii) BBB- (or its equivalent) by
S&P, (iii) Baa3 (or its equivalent) by Moody’s, or (iv) an investment grade rating from a
nationally recognized rating agency acceptable to the Agent, then the Applicable Margin for Base
Rate Loans Under Revolving Credit and Reimbursement Obligations and Eurodollar Loans under
Revolving Credit and Letter of Credit Fee shall be the Applicable Margin for Base Rate Loans Under
Revolving Credit and Reimbursement Obligations and Eurodollar Loans under Revolving Credit and
Letter of Credit Fee set forth in the corresponding level, minus 0.25%.



For purposes hereof, the term “Pricing Date” means, for any fiscal quarter of the Borrower ending
on or after March 31, 2007, the date on which the Agent is in receipt of the Borrower’s most recent
financial statements and Compliance Certificate for the fiscal quarter then ended, pursuant to
Section 8.6 hereof. The Applicable Margin shall be established based on the Total
Indebtedness/Capital Ratio for the most recently completed fiscal quarter and the Applicable Margin
established on a Pricing Date shall remain in effect until the next Pricing Date. If the Borrower
has not delivered its financial statements and Compliance Certificate by the date such financial
statements and Compliance Certificate are required to be delivered under Section 8.6 hereof, until
such financial statements and Compliance Certificate are delivered, the Applicable Margin shall be
the highest Applicable Margin (i.e., Level V shall apply). If the Borrower


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subsequently delivers such financial statements and Compliance Certificate before the next Pricing
Date, the Applicable Margin established by such late delivered financial statements and Compliance
Certificate shall take effect from the date of delivery until the next Pricing Date. In all other
circumstances, the Applicable Margin established by such financial statements and Compliance
Certificate shall be in effect from the Pricing Date that occurs immediately after the end of the
fiscal quarter covered by such financial statements and Compliance Certificate until the next
Pricing Date.




     “Application” is defined in Section 1.8(b) hereof.



     “Approved Fund” means any Fund that is administered or managed by (a) a Bank, (b) an Affiliate
of a Bank or (c) an entity or an Affiliate of an entity that administers or manages a Bank.



     “Authorized Representative” means those persons shown on the list of officers provided by the
Borrower pursuant to Section 7.1(f) hereof, or on any updated such list provided by the Borrower to
the Agent, or any further or different officer of the Borrower so named by any Authorized
Representative of the Borrower in a written notice to the Agent.



     “BA Lease Financing” means the non-recourse loan facility between E-One and BA Leasing
relating to E-One’s municipal lease portfolio.



     “BA Lease Financing Borrower” means E-One and any of Vactor Manufacturing, Elgin Sweeper and
E-One New York that become borrowers under the BA Lease Financing Loan Agreement.



     “BA Lease Financing Loan Agreement” means the Loan and Security Agreement entered into between
E-One and BA Leasing evidencing the agreement of the parties with respect to the BA Lease
Financing.



     “BA Leasing” means Banc of America Leasing & Capital, LLC, and its successors and assigns.



     “Bank” and “Banks” means and includes BMO Capital Markets Financing, Inc., and the other
financial institutions from time to time party to this Agreement, including each assignee Bank
pursuant to Section 13.12 hereof and each new Bank that has executed a Commitment Amount Increase
Request in the form attached hereto as Exhibit F or in such other form acceptable to the Agent and
that has been accepted by the Borrower and the Agent pursuant to Section 1.9 hereof.



     “Base Rate” is defined in Section 1.2(a) hereof.



     “Base Rate Loan” means a Loan bearing interest prior to maturity at a rate specified in
Section 1.2(a) hereof.



     “Borrower” means Federal Signal Corporation, a Delaware corporation.



-19-









 





     “Borrower Guaranty Agreement” is defined in Section 1.7(d) hereof.



     “Borrowing” means the total of Loans of a single type advanced, continued for an additional
Interest Period, or converted from a different type into such type by the Banks on a single date
and for a single Interest Period. Borrowings of Loans are made and maintained ratably from each of
the Banks according to their Percentages. A Borrowing is “advanced” on the day Banks advance funds
comprising such Borrowing to the Borrower, is “continued” on the date a new Interest Period for the
same type of Loans commences for such Borrowing, and is “converted” when such Borrowing is changed
from one type of Loan to the other, all as requested by the Borrower pursuant to Section 1.4(a) or
deemed requested pursuant to Section 1.4(c).



     “Business Day” means any day other than a Saturday or Sunday on which Banks are not authorized
or required to close in Chicago, Illinois and, if the applicable Business Day relates to the
borrowing or payment of a Eurodollar Loan, on which banks are dealing in U.S. Dollar deposits in
the interbank market in London, England.



     “Capital Lease” means at any date any lease of Property which, in accordance with GAAP, would
be required to be capitalized on the balance sheet of the lessee.



     “Capitalized Lease Obligations” means, for any Person, the amount of such Person’s liabilities
under Capital Leases determined at any date in accordance with GAAP.



     “Change of Control Event” means at any time:




          (i) any person or group of persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 promulgated by the SEC under said Act) of 25% or more in
voting power of the outstanding Voting Stock of the Borrower;




          (ii) during any period of twenty-four consecutive months beginning after the date of
this Agreement, individuals who at the beginning of such period constitute the Board of
Directors of the Borrower (the “Board”) and any new director (other than a director
designated by a person who has entered into an agreement with the Borrower to effect a
transaction described in clause (i), (iii) or (iv) of this Change of Control Event
definition) whose election or nomination for election was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so approved cease
for any reason to constitute a majority of the Board;




          (iii) the stockholders of the Borrower approve a merger or consolidation of the
Borrower with any other corporation (other than a merger or consolidation which would
result in the Voting Stock of the Borrower outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the entity surviving such merger or



-20-









 






consolidation), at least 51% of the Voting Stock of the Borrower or such surviving entity
outstanding immediately after such merger or consolidation); or




          (iv) the stockholders of the Borrower approve a plan of complete liquidation or
dissolution of the Borrower or an agreement for the sale or disposition by the Borrower of
all or substantially all of the Borrower’s assets; or




          (v) any “Change of Control” (or words of like import), as defined in any agreement or
indenture relating to any issue of Indebtedness aggregating in excess of $10,000,000 shall
occur, the effect of which is to cause the acceleration of any issue of such Indebtedness
or to enable any holder of such Indebtedness to cause the Borrower or any Subsidiary to
repurchase, redeem or retire any such Indebtedness held by it.


For purposes of the definition of Change of Control Event, “Person” shall have the meaning ascribed
to such term in Section 3(a)(9) of the Exchange Act as supplemented by Section 13(d)(3) of the
Exchange Act; provided, however, that Person shall not include the Borrower or any Wholly-Owned
Subsidiary.




     “Code” means the Internal Revenue Code of 1986, as amended.



     “Commitment Amount Increase” is defined in Section 1.9 hereof.



     “Commitments” is defined in Section 1.1 hereof.



     “Compliance Certificate” means a certificate in the form of Exhibit B hereto.



     “Consolidated Net Income” means, for any period, the net income (or net loss) of the Borrower
and its Subsidiaries for such period computed on a consolidated basis in accordance with GAAP.



     “Consolidated Net Worth” means, for any period, the sum of all equity and retained earnings of
Borrower and its Subsidiaries, determined in accordance with GAAP on a consolidated basis, but
without deducting therefrom (a) any non-cash charges or including therein any non-cash gains
resulting from the impact of SFAS No. 87 (Employers’ Accounting for Pensions), or (b) non-cash
charges in an aggregate amount not to exceed $100,000,000 relating to the sale, revaluation,
closure or disposition of assets, in each case notwithstanding the GAAP treatment of any such
charges or gains.



     “Contractual Obligation” means, as to any Person, any provision of any security issued by such
Person or of any agreement, instrument or undertaking to which such Person is a party or by which
it or any of its Property is bound.



     “Controlled Group” means all members of a controlled group of corporations and all trades and
businesses (whether or not incorporated) under common control that,
together with the Borrower or any of its Subsidiaries, are treated as a single employer under
Section 414 of the Code.



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     “Credit Documents” means this Agreement, the Notes, the Applications, each Subsidiary Guaranty
Agreement delivered to the Agent pursuant to Section 8.1 hereof, and each Designation of
Alternative Currency Borrower, promissory note, Supplemental Agreement, Borrower Guaranty Agreement
and other instruments and documents as may be delivered pursuant to Section 1.7(d) hereof.



     “Credit Event” means the advancing of any Loan, or the continuation of or conversion into a
Eurodollar Loan, or the issuance of, or extension of the expiration date or increase in the amount
of, any Letter of Credit.



     “Default” means any event or condition the occurrence of which would, with the passage of time
or the giving of notice, or both, constitute an Event of Default.



     “Designated Alternative Currency Lender” means Bank of Montreal or an Affiliate of Bank of
Montreal that either has a lending office in, or is organized under the laws of, a jurisdiction
other than the United States, any State thereof and the District of Columbia in which an
Alternative Currency Borrower is located and in each case which has agreed to make Swing Loans in
an Alternative Currency to an Alternative Currency Borrower pursuant to the terms of a Supplemental
Agreement and is acceptable to the Borrower.



     “Designation of Alternative Currency Borrower” is defined in Section 1.7(d) hereof.



     “Departing Bank” means Harris N.A.



     “Domestic Subsidiary” means each Subsidiary of the Borrower which is organized under the laws
of the United States of America or any State thereof and which has a net worth of greater than
$100,000.



     “Elgin Sweeper” means Elgin Sweeper Company, a Delaware corporation, and its successors and
assigns.



     “E-One” means E-One, Inc., a Delaware corporation, and its successors and assigns.



     “E-One New York” means E-One New York, Inc., a New York corporation, and its successors and
assigns.



     “EBIT” means, for any period, Consolidated Net Income for such period plus all amounts
deducted in arriving at such Consolidated Net Income amount for such period for (w) Interest
Expense, (x) federal, state and local income tax expense, (y) cash charges relating to the
restructuring, closure, sale or consolidation of existing operational facilities in an aggregate
amount not to exceed $15,000,000, and (z) non-cash charges in an aggregate amount not to exceed
$100,000,000 relating to the sale, revaluation, closure or disposition of assets.



     “Effective Date” means the date on which the Agent has received signed counterpart signature
pages of this Agreement from each of the signatories (or, in the case of a Bank,



-22-









 







confirmation that such Bank has executed such a counterpart and dispatched it for delivery to the
Agent) and the documents required by Section 7.1 hereof.



     “Eligible Assignee” means (a) a Bank, (b) an Affiliate of a Bank, (c) an Approved Fund, and
(d) any other Person (other than a natural person) approved by (i) the Agent, (ii) in the case of
any assignment of a Commitment, the L/C Issuer, and (iii) unless an Event of Default has occurred
and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or
any Guarantor or any of the Borrower’s or such Guarantor’s Affiliates or Subsidiaries.



     “Eligible Line of Business” means any business similar to, consistent with or complementary to
the lines of business engaged in as of the date of this Agreement by the Borrower or any of its
Subsidiaries.



     “Environmental and Health Laws” means any and all federal, state, local and foreign statutes,
laws, regulations, ordinances, judgments, permits and other governmental rules or restrictions
relating to human health, safety (including without limitation occupational safety and health
standards), or the environment or to emissions, discharges or releases of pollutants, contaminants,
hazardous or toxic substances, wastes or any other controlled or regulated substance into the
environment, including without limitation ambient air, surface water, ground water or land, or
otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous or toxic substances, wastes or any
other controlled or regulated substance or the clean-up or other remediation thereof.



     “ERISA” is defined in Section 6.8 hereof.



     “Eurodollar Loan” means a Loan bearing interest prior to maturity at the rate specified in
Section 1.2(b) hereof.



     “Eurodollar Reserve Percentage” is defined in Section 1.2(b) hereof.



     “Event of Default” means any of the events or circumstances specified in Section 9.1 hereof.



     “Excess Availability” means, as of any time the same is to be determined, the amount (if any)
by which (a) the Commitments as then in effect exceed (b) the Original Dollar Amount of the
aggregate principal amount of Revolving Loans, Swing Loans, and L/C Obligations then outstanding.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Existing Letter of Credit” means each Letter of Credit listed on Schedule 1.8 hereto and
outstanding on the Effective Date.



-23-









 





     “Federal Funds Rate” means the fluctuating interest rate per annum described in part (x) of
clause (ii) of the definition of Base Rate in Section 1.2(a) hereof.



     “Financial Letter of Credit” shall mean any standby letter of credit which represents an
irrevocable obligation to the beneficiary on the part of the issuer of such letter of credit (i) to
repay money borrowed by or advanced to or for the account of the account party or (ii) to make any
payment on account of any indebtedness undertaken by the account party, in the event the account
party fails to fulfill its obligation to the beneficiary and any other standby letter of credit
which is not a Performance Letter of Credit.



     “Financial Services Assets” means, for any period, to the extent included in the amount set
forth as “Financial Services Activities — Lease financing and other receivables” in the
consolidated balance sheet of the Borrower and its Subsidiaries as of its most recently completed
fiscal quarter, any lease contracts and installment financing contracts held by the Borrower or any
Subsidiary, but only as to such lease contracts, if and to the extent such lease contract was
created by the Borrower or such Subsidiary in the normal course of business and was not acquired
from another Person.



     “Financial Services Assets — Municipal Leases” means all Financial Services Assets which are
leases or installment financing contracts with respect to which payments of interest, discount or
imputed interest (however characterized) are exempt from U.S. federal income tax due to the
municipal or other tax-exempt status of the lessee or other obligor thereon.



     “Financial Services Assets — Other than Municipal Leases” means all Financial Services Assets
other than Financial Services Assets — Municipal Leases.



     “Financial Services Debt” means, for any period, to the extent included in the amount set
forth as “Financial Services Activities — Borrowings” in the consolidated balance sheet of the
Borrower and its Subsidiaries as of its most recently completed fiscal quarter, all liabilities
supporting Financial Services Assets.



     “Financial Services Debt — Municipal Leases” means all Financial Services Debt supporting
Financial Services Assets — Municipal Leases.



     “Financial Services Debt — Other than Municipal Leases” means all Financial Services Debt
other than Financial Services Debt — Municipal Leases.



     “Financial Services Equity” means, for any period, Financial Services Assets less Financial
Services Debt.



     “Fitch” means Fitch, Inc.



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its business.



-24-









 





     “GAAP” means subject to Section 5.2 hereof accounting principles as in effect from time to
time generally accepted in the United States, applied by the Borrower and its Subsidiaries on a
basis consistent with the preparation of the Borrower’s consolidated financial statements furnished
to the Banks as described in Section 6.4 hereof.



     “Guarantor” means each Domestic Subsidiary of the Borrower that is a signatory hereto or that
executes and delivers to the Agent a Subsidiary Guaranty Agreement in the form of Exhibit C hereto
along with the accompanying closing documents required by Section 7.1 hereof.



     “Guaranty” by any Person means all obligations (other than endorsements in the ordinary course
of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in
effect guaranteeing any Indebtedness, dividend or other obligation (including, without limitation,
limited or full recourse obligations in connection with sales of receivables or any other Property)
of any other Person (the “primary obligor”) in any manner, whether directly or indirectly,
including, without limitation, all obligations incurred through an agreement, contingent or
otherwise, by such Person: (i) to purchase such Indebtedness or obligation or any Property or
assets constituting security therefor, (ii) to advance or supply funds (x) for the purchase or
payment of such Indebtedness or obligation, or (y) to maintain working capital or other balance
sheet condition, or otherwise to advance or make available funds for the purchase or payment of
such Indebtedness or obligation, or (iii) to lease property or to purchase Securities or other
property or services primarily for the purpose of assuring the owner of such Indebtedness or
obligation of the ability of the primary obligor to make payment of the Indebtedness or obligation,
or (iv) otherwise to assure the owner of the Indebtedness or obligation of the primary obligor
against loss in respect thereof, but specifically excluding any obligations of the Borrower or any
Subsidiary to return, refund or apply to a purchase (or guaranteeing any such obligations to
return, refund or apply to a purchase) any cash deposit placed with the Borrower or any Subsidiary
for the purchase of inventory of the Borrower or any Subsidiary in the event that, in the case of
such obligations to return or refund such deposit, such purchase is not consummated. For the
purpose of all computations made under this Agreement, the amount of a Guaranty in respect of any
obligation shall be deemed to be equal to the maximum aggregate amount of such obligation or, if
the Guaranty is limited to less than the full amount of such obligation, the maximum aggregate
potential liability under the terms of the Guaranty.



     “Hazardous Material” means any substance or material which is hazardous or toxic, and
includes, without limitation, (a) asbestos, polychlorinated biphenyls, dioxins and petroleum or its
by-products or derivatives (including crude oil or any fraction thereof) and (b) any other material
or substance regulated as “hazardous” or “toxic” pursuant to any Environmental and Health Law.



     “Hedging Liability” means the liability of the Borrower or any Subsidiary of the Borrower to
any of the Banks, or any Affiliates of such Banks, in respect of any interest rate, foreign
currency, and/or commodity swap, exchange, cap, collar, floor, forward, future or option agreement,
or any other similar interest rate, currency or commodity
hedging arrangement, as the Borrower or such Subsidiary of the Borrower, as the case may be,
may from time to time enter into with any one or more of the Banks party to this Agreement or their
Affiliates.



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     “Hostile Acquisition” means the acquisition of the capital stock or other equity interests of
a Person through a tender offer or similar solicitation of the owners of such capital stock or
other equity interests which has not been approved (prior to such acquisition) by resolutions of
the Board of Directors of such Person or by similar action if such Person is not a corporation, or
as to which such approval has been withdrawn.



     “Indebtedness” means and includes, the sum of all indebtedness of the Borrower on a
consolidated basis (without duplication) with respect to (i) borrowed money; (ii) the aggregate
amount of Capital Lease Obligations; (iii) all indebtedness secured by any Lien or security
interest on any Property; (iv) all indebtedness representing the deferred purchase price of
Property or services, excluding trade payables in the ordinary course of business; (v) Financial
Letters of Credit; (vi) Securitization Transaction Attributed Indebtedness in connection with
Qualified Trade Securitization Transactions and (vii) direct Guaranties and indemnities in respect
of, and to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect
of, or to assure an obligee against failure to make payment in respect of, liabilities, obligations
or indebtedness of any other Person of the kinds referred to in clauses (i) through (vi) above, but
specifically excluding from this definition of “Indebtedness” (x) Securitization Transaction
Attributed Indebtedness in connection with Qualified Lease Securitization Transactions and (y)
Trade Value Agreements.



     “Inactive Domestic Subsidiary” means any Subsidiary of the Borrower that is organized under
the laws of the United States of America or any State thereof and that has a net worth not greater
than $100,000.



     “Intercreditor Agreement” means that certain Amended and Restated Intercreditor Agreement
dated as of May 17, 2003, as amended and in effect from time to time, among certain creditors of
the Borrower relating to the sharing of guaranty payments received by such creditors.



     “Interest Coverage Ratio” means, for any period of four consecutive fiscal quarters of the
Borrower ending with the most recently completed such fiscal quarter, the ratio of EBIT minus
Interest Income to Interest Expense minus Interest Expense on Financial Services Debt for such
period.



     “Interest Expense” means, for any period, interest expense excluding any interest expense not
payable in cash (such as, for example, amortization of discount and amortization of debt issuance
costs) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP, but specifically including any interest, discount or other financing costs,
however described, in connection with any Qualified Trade Securitization Transaction or the BA
Lease Financing (but not any Qualified Lease Securitization Transaction other than the BA Lease
Financing) which is interest expense or would be characterized as interest expense if such
Qualified Trade Securitization Transaction were structured as a secured lending transaction rather
than as a purchase.



     “Interest Income” means interest income on Financial Services Assets.



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     “Interest Period” is defined in Section 2.1 hereof.



     “L/C Issuer” means (i) Harris N.A., with respect to the Existing Letters of Credit, (ii) the
Agent, or (iii) any other Bank requested by the Borrower and approved by the Agent in its sole
discretion, that issues any Letter of Credit pursuant to this Agreement.



     “L/C Obligations” means the aggregate undrawn face amounts of all outstanding Letters of
Credit and all unpaid Reimbursement Obligations.



     “L/C Sublimit” means $50,000,000, as reduced pursuant to the terms hereof.



     “Lending Office” is defined in Section 10.4 hereof.



     “Letter of Credit” is defined in Section 1.8(a) hereof.



     “LIBOR” is defined in Section 1.2(b) hereof.



     “Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person
other than the owner of the Property, whether such interest is based on the common law, statute or
contract, including, but not limited to, the security interest or lien arising from a mortgage,
encumbrance, pledge, conditional sale, security agreement or trust receipt, or a lease, consignment
or bailment for security purposes. The term “Lien” shall also include reservations, exceptions,
encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other
title exceptions and encumbrances affecting Property. For the purposes of this definition, a Person
shall be deemed to be the owner of any Property which it has acquired or holds subject to a
conditional sale agreement, Capital Lease or other arrangement pursuant to which title to the
Property has been retained by or vested in some other Person for security purposes, and such
retention of title shall constitute a “Lien.”



     “Loan” means any Revolving Loan or Swing Loan, whether outstanding as a Base Rate Loan or
Eurodollar Loan or otherwise, each of which is a “type” of Loan hereunder.



     “Material Subsidiary” shall mean, at any particular time, any Subsidiary of the Borrower whose
assets (including the consolidated assets of Subsidiaries of such Subsidiary) represent more than
five percent (5%) of the total assets of the Borrower and its Subsidiaries, on a consolidated
basis, at such time.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Notes” means and includes the Revolving Notes and the Swing Note.



     “Noteholder Agreement” means that certain Note Purchase Agreement of the Company dated as of
June 1, 1999, as amended from time to time.



     “Obligations” means all fees payable hereunder, all obligations of the Borrower to pay
principal or interest on Loans, all Reimbursement Obligations owing under the Applications, and



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all other payment obligations of the Borrower arising under or in relation to any Credit Document.



     “Original Dollar Amount” means the amount of any Obligation denominated in U.S. Dollars and,
in relation to any Alternative Currency Loan, the U.S. Dollar Equivalent of such Alternative
Currency Loan on the date of determination.



     “Percentage” means, for each Bank, the percentage of the Commitments represented by such
Bank’s Commitment or, if the Commitments have been terminated, the percentage held by such Bank of
the aggregate principal amount of all outstanding Obligations.



     “Performance Letter of Credit” shall mean any standby letter of credit which represents an
irrevocable obligation to the beneficiary on the part of the issuer of such letter of credit to
make payment on account of any default by the account party in the performance of a nonfinancial or
commercial obligation.



     “Permitted Acquisition” means any Acquisition with respect to which all of the following
conditions shall have been satisfied:




     (a) the Acquired Business is in an Eligible Line of Business;




     (b) the Acquisition shall not be a Hostile Acquisition;




     (c) with respect to any Acquisition the aggregate purchase price of which is less than
$50,000,000, the Borrower shall have, no fewer than two Business Days prior to the
effective date of such Acquisition, delivered to the Agent a certificate signed by an
authorized officer of the Borrower certifying that the conditions set forth in
subparagraphs (f), (g) and (h) below have been satisfied with respect to such Acquisition;




     (d) with respect to any Acquisition the aggregate purchase price of which is greater
than or equal to $50,000,000, the Borrower shall have, no fewer than two Business Days
prior to the effective date of such Acquisition, delivered to the Agent a certificate and
supporting documentation signed by an authorized officer of the Borrower containing
calculations in reasonable detail that demonstrate that the conditions set forth in
subparagraphs (f), (g) and (h) below have been satisfied with respect to such Acquisition;




     (e) if a new Subsidiary is formed or acquired as a result of or in connection with the
Acquisition, the Borrower shall have complied with the requirements of Section 8.1(b)
hereof in connection therewith;




     (f) after giving effect to the Acquisition and any Credit Event in connection
therewith, no Default or Event of Default shall exist, including with
respect to the financial covenants contained in Sections 8.14, 8.15, 8.16 and 8.17
hereof on a pro forma basis;



-28-









 






     (g) after giving effect to the Acquisition and any Credit Event in connection
therewith, the Borrower’s Total Indebtedness/Capital Ratio shall not exceed 0.50 to 1; and




     (h) after giving effect to the Acquisition and any Credit Event in connection
therewith, the Borrower shall have not less than $25,000,000 of Excess Availability.



     “Person” means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization or any other entity or organization, including a
government or any agency or political subdivision thereof.



     “Plan” means at any time an employee pension benefit plan covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code that is either (i)
maintained by a member of the Controlled Group or (ii) maintained pursuant to a collective
bargaining agreement or any other arrangement under which more than one employer makes
contributions and to which a member of the Controlled Group is then making or accruing an
obligation to make contributions or has within the preceding five plan years made contributions.



     “PBGC” is defined in Section 6.8 hereof.



     “Pricing
Date”is defined in the definition of “Applicable Margin” in this Section 5.



     “Property” means any interest in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible, whether now owned or hereafter acquired.



     “Qualified Lease Securitization Transaction” means any Qualified Securitization Transaction
pursuant to which the principal assets being sold, conveyed or otherwise transferred are equipment
leases and rights related thereto.



     “Qualified Securitization Transaction” means any transaction or series of transactions that
may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or any
Subsidiary may sell, convey or otherwise transfer to a newly-formed Subsidiary or other
special-purpose entity, or any other Person, any accounts or notes receivable or equipment leases
and rights related thereto (including, in the case of equipment leases, the leased equipment),
provided that:




     (x) all of the material terms and conditions of such transaction or series of
transactions, including without limitation the amount and type of any recourse to the
Borrower or any Subsidiary with respect to the assets transferred, are acceptable to the
Agent in its reasonable discretion; and




     (y) the BA Lease Financing, pursuant to the BA Lease Financing Loan Agreement, but
without giving effect to any changes in the terms thereof after
March 24, 2005, that increase the amount of credit available to the Borrower
thereunder to more than $125,000,000, add any Subsidiary of the Borrower thereto as a
borrower or guarantor thereunder other than Elgin Sweeper, E-One New York and Vactor



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Manufacturing, increase the interest rate applicable to amounts outstanding thereunder,
increase advance rates, alter the non-recourse nature of the Borrower’s obligations
thereunder, alter the eligibility criteria for collateral thereunder, shorten the
termination date of such agreement or the final maturity date of credit extended thereunder
or allows the termination by the lender thereunder of the BA Lease Financing Loan
Agreement, or makes any covenant contained therein more restrictive than the covenants
contained in this Agreement, in each case unless acceptable to the Agent in its reasonable
discretion, shall in any event be deemed by the parties hereto to be a Qualified
Securitization Transaction, provided that (A) the Securitization Transaction Attributed
Indebtedness under the BA Lease Financing shall not exceed $125,000,000 at any time, (B)
the aggregate fair market value of the assets of Elgin Sweeper, E-One New York and Vactor
Manufacturing that are part of the BA Lease Financing shall not exceed $25,000,000 at any
time, (C) the obligations of each BA Lease Financing Borrower under the BA Lease Financing
shall be completely non-recourse to every other BA Lease Financing Borrower and to the
assets of every other BA Lease Financing Borrower (it being understood that in the event
that (1) the Securitization Transaction Attributed Indebtedness under the BA Lease
Financing shall exceed $125,000,000 at any time, (2) the BA Lease Financing Loan Agreement
is amended in any respect described above after March 24, 2005, without the written
acceptance of the Agent, (3) the aggregate fair market value of the assets of Elgin
Sweeper, E-One New York and Vactor Manufacturing that are part of the BA Lease Financing
exceed $25,000,000 at any time, or (4) the lender under the BA Lease Financing shall have
recourse against any BA Lease Financing Borrower or the assets of any BA Lease Financing
Borrower for any obligation of any other BA Lease Financing Borrower under the BA Lease
Financing, the BA Lease Financing shall be deemed not to be a Qualified Securitization
Transaction).



     “Qualified Trade Securitization Transaction” means any Qualified Securitization Transaction
other than a Qualified Lease Securitization Transaction.



     “Reimbursement Obligation” is defined in Section 1.8(c) hereof.



     “Required Banks” means, as of the date of determination thereof, three or more Banks holding
more than 50% of the Percentages.



     “Revolving Credit” is defined in the introduction hereto.



     “Revolving Loan” is defined in Section 1.1 hereof.



     “Revolving Note” is defined in Section 1.6(a) hereof.



     “S&P” means Standard and Poor’s Ratings Services, a division of the McGraw-Hill Companies,
Inc.



     “SEC” means the Securities and Exchange Commission.



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     “Securitization Transaction Attributed Indebtedness” means the amount of obligations
outstanding under the legal documents entered into as part of any Qualified Securitization
Transaction on any date of determination that would be characterized as principal if such Qualified
Securitization Transaction were structured as a secured lending transaction rather than as a
purchase.



     “Security” has the same meaning as in Section 2(l) of the Securities Act of 1933, as amended.



     “Set-Off” is defined in Section 13.7 hereof.



     “Significant Guarantors” means the following Guarantors: E-One, Inc., Vactor Manufacturing,
Inc., Elgin Sweeper Company, Dayton Progress Corporation, P.C.S. Company and Federal APD
Incorporated.



     “Subsidiary” means, as to the Borrower, any corporation or other entity of which more than
fifty percent (50%) of the outstanding stock or comparable equity interests having ordinary voting
power for the election of the Board of Directors of such corporation or similar governing body in
the case of a non-corporation (irrespective of whether or not, at the time, stock or other equity
interests of any other class or classes of such corporation or other entity shall have or might
have voting power by reason of the happening of any contingency) is at the time directly or
indirectly owned by the Borrower or by one or more of its Subsidiaries.



     “Subsidiary Guaranty” means the guaranty by a Guarantor of the Obligations and Hedging
Liability pursuant to the terms of Section 12 hereof.



     “Subsidiary Guaranty Agreement” means a letter to the Agent in the form of Exhibit C hereto
executed by a Subsidiary whereby it acknowledges it is party hereto as a Guarantor under Section 12
hereof.



     “Supplemental Agreement” is defined in Section 1.7(d) hereof.



     “Swing Line” means the credit facility for making one or more Swing Loans described in Section
1.7 hereof.



     “Swing Line Lender” means BMO Capital Markets Financing, Inc., acting in its capacity as the
lender of Swing Loans hereunder.



     “Swing Line Lender’s Quoted Rate” is defined in Section 1.7(c) hereof.



     “Swing Line Sublimit” means $50,000,000, as reduced pursuant to the terms hereof.



     “Swing Loan” and “Swing Loans” each is defined in Section 1.7 hereof.



     “Swing Note” is defined in Section 1.6(b) hereof.



-31-









 





     “Termination Date” means April 25, 2012.



     “Total Indebtedness/Capital Ratio” means, as of any time, the ratio of (i) Indebtedness less
Financial Services Debt to (ii) the sum of (x) Indebtedness less Financial Services Debt plus (y)
Consolidated Net Worth less Financial Services Equity.



     “Trade Value Agreement” means a guaranty or contingent agreement or obligation, however
expressed, pursuant to which the Borrower or any Subsidiary of the Borrower assures a customer that
such customer will receive a certain minimum credit toward the purchase of new equipment from the
Borrower or any Subsidiary of the Borrower for the value of equipment previously purchased from the
Borrower or any Subsidiary of the Borrower which is traded in as part of such purchase of new
equipment. The amount of any Trade Value Agreement for the purposes of this Agreement is the
maximum amount of credit which the beneficiary thereof could utilize at any time during the
duration of such Trade Value Agreement.



     “Unfunded Vested Liabilities” means, with respect to any Plan at any time, the amount (if any)
by which (i) the present value of all vested nonforfeitable accrued benefits under such Plan
exceeds (ii) the fair market value of all Plan assets allocable to such benefits, all determined as
of the then most recent valuation date for such Plan, but only to the extent that such excess
represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under
Title IV of ERISA.



     “Unused Commitments” means, at any time, the difference between the Commitments then in effect
and the aggregate outstanding principal amount of Loans and L/C Obligations, provided that Swing
Loans outstanding from time to time shall not be deemed to reduce the Unused Commitments for
purposes of computing the commitment fee under Section 3.1 hereof.



     “U.S. Dollars” and “$” each means the lawful currency of the United States of America.



     “U.S. Dollar Equivalent” means (a) the amount of any Obligation or Letter of Credit
denominated in U.S. Dollars, (b) in relation to any Swing Loan or other obligation denominated in
an Alternative Currency, the amount of U.S. Dollars which would be realized by converting such
Alternative Currency into U.S. Dollars at the exchange rate quoted to the Swing Line Lender or
Designated Alternative Currency Lender on any date specified by the Swing Line Lender or Designated
Alternative Currency Lender, respectively, in each case, by major banks in the interbank foreign
exchange market for the purchase of U.S. Dollars for such Alternative Currency.



     “Vactor Manufacturing” means Vactor Manufacturing, Inc., an Illinois corporation.



     “Voting Stock” of any Person means capital stock of any class or classes or other equity
interests (however designated) having ordinary voting power for the election of
directors or similar governing body of such Person, other than stock or other equity interests
having such power only by reason of the happening of a contingency.



     “Welfare
Plan” means a “welfare plan”, as defined in Section 3(1) of ERISA.




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     “Wholly-Owned” when used in connection with any Subsidiary of the Borrower means a Subsidiary
of which all of the issued and outstanding shares of stock or other equity interests (other than
directors’ qualifying shares as required by law) shall be owned by the Borrower and/or one or more
of its Wholly-Owned Subsidiaries.



     Section 5.2. Interpretation. The foregoing definitions shall be equally applicable to both
the singular and plural forms of the terms defined. All references to times of day in this
Agreement shall be references to Chicago, Illinois time unless otherwise specifically provided.
Where the character or amount of any asset or liability or item of income or expense is required
to be determined or any consolidation or other accounting computation is required to be made for
the purposes of this Agreement, the same shall be done in accordance with GAAP, to the extent
applicable, except where such principles are inconsistent with the specific provisions of this
Agreement; provided, however, that if any change in GAAP would affect (or would result in a change
in the method of calculation of) any of the covenants set forth in Section 8 or any definition
related thereto, then the Borrower, the Agent and the Banks will negotiate in good faith to amend
in accordance with the terms of this Agreement all such covenants and definitions as would be
affected by such change in GAAP to the extent necessary to maintain the economic terms of such
covenants as in effect under this Agreement immediately prior to giving effect to such changes in
GAAP; provided further, however, that until the amendment of such covenants and definitions shall
have been agreed upon by the Borrower and the Required Banks, the covenants and definitions in
effect immediately prior to such amendment shall remain in effect and any determination of
compliance with any such covenant shall be construed in accordance with GAAP as in effect
immediately prior to such change in GAAP and consistently applied.



Section 6. Representations and Warranties.




     The Borrower hereby represents and warrants to each Bank as to itself and, where the
following representations and warranties apply to Subsidiaries, as to each of its Subsidiaries, as
follows:



     Section 6.1. Corporate Organization and Authority. The Borrower is duly organized and existing
in good standing under the laws of the State of Delaware, has all necessary corporate power to
carry on its present business, and is duly licensed or qualified and in good standing in each
jurisdiction in which the nature of the business transacted by it or the nature of the Property
owned or leased by it makes such licensing, qualification or good standing necessary and in which
the failure to be so licensed, qualified or in good standing would materially and adversely affect
the business, operations, Property or financial condition of the Borrower and its Subsidiaries
taken as a whole.



     Section 6.2. Subsidiaries. Schedule 6.2 (as updated from time to time pursuant to Section 8.1
hereto) identifies each Subsidiary, the jurisdiction of its incorporation, the percentage of issued
and outstanding shares of each class of its capital stock owned by the Borrower and the
Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as
required by law), a description of each class of its authorized capital stock and the number of
shares of each class issued and outstanding. Each Subsidiary is duly incorporated and existing in
good standing as a corporation under the laws of the jurisdiction of its incorporation, has all




-33-









 







necessary corporate power to carry on its present business, and if applicable, is duly licensed or
qualified and in good standing in each jurisdiction in which the nature of the business transacted
by it or the nature of the Property owned or leased by it makes such licensing or qualification
necessary and in which the failure to be so licensed or qualified would have a material adverse
effect on the business, operations, Property or financial condition of the Borrower and its
Subsidiaries taken as a whole. All of the issued and outstanding shares of capital stock of each
Subsidiary are validly issued and outstanding and fully paid and nonassessable except as set forth
on Schedule 6.2 hereto. All such shares owned by the Borrower are owned beneficially, and of
record, free of any Lien. Each Domestic Subsidiary is a Guarantor except those Subsidiaries
established or acquired after the date hereof that have not yet been required to become Guarantors
pursuant to Section 8.1 hereof. Schedule 6.2 (as updated from time to time pursuant to Section 8.1
hereto) identifies each Inactive Domestic Subsidiary.




     Section 6.3. Corporate Authority and Validity of Obligations. The Borrower has full corporate
power and authority to enter into this Agreement and the other Credit Documents to which it is a
party, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to
perform all of its obligations under the Credit Documents to which it is a party. Each Guarantor
has full right and authority to enter into this Agreement as a signatory hereto or pursuant to a
Subsidiary Guaranty Agreement and to perform all of its obligations hereunder. Each Credit
Document to which the Borrower or any Guarantor is a party has been duly authorized, executed and
delivered by the Borrower or such Guarantor, as the case may be, and constitutes a valid and
binding obligation of the Borrower or such Guarantor enforceable in accordance with its terms,
subject to general principles of equity and bankruptcy, reorganization, insolvency and similar
laws of general application to enforcement of creditors’ rights. No Credit Document, nor the
performance or observance by the Borrower or any Guarantor of any of the matters or things therein
provided for, contravenes any provision of law or any charter or by-law provision of the Borrower
or any Guarantor or (individually or in the aggregate) any material Contractual Obligation of or
affecting the Borrower or any Guarantor or any of their respective Properties or results in or
requires the creation or imposition of any Lien on any of the Properties or revenues of the
Borrower or any Guarantor.



     Section 6.4. Financial Statements. The audited financial statements heretofore delivered to
the Banks showing historical performance of the Borrower for the Borrower’s fiscal year ending on
December 31, 2006, have been prepared in accordance with generally accepted accounting principles
applied on a basis consistent, except as otherwise noted therein, with that of the previous fiscal
year. Each of such financial statements fairly presents on a consolidated basis the financial
condition of the Borrower and its Subsidiaries as of the dates thereof and the results of
operations for the periods covered thereby. The Borrower and its Subsidiaries have no contingent
liabilities reasonably expected to be material other than those disclosed in such financial
statements referred to in this Section 6.4 or in comments or footnotes thereto, or in any report
supplementary thereto, heretofore furnished to the Banks. Since December 31, 2006, there has been
no material adverse change in the business, operations, Property or financial condition of the
Borrower and its Subsidiaries on a consolidated basis.



     Section 6.5. No Litigation; No Labor Controversies, (a) Except as set forth on Schedule 6.5
(as amended from time to time in accordance with the provisions hereof) or in the



-34-









 




Borrower’s Forms 10-Q and 10-K filed with the SEC or its other filings with the SEC, there is no
litigation or governmental proceeding pending, threatened, against the Borrower or any Subsidiary
which could be reasonably expected to be adversely determined and if adversely determined, would
(individually or in the aggregate) materially adversely affect the business, operations, Property
or financial condition of the Borrower and its Subsidiaries taken as a whole.




     (b) Except as set forth in the Borrower’s Forms 10-Q and 10-K filed with the SEC or its other
filings with the SEC, there are no labor controversies pending or, to the best knowledge of the
Borrower or any Guarantor, threatened against the Borrower or any Subsidiary which could (insofar
as the Borrower may reasonably foresee) materially adversely affect the business, operations,
Property or financial condition of the Borrower and its Subsidiaries taken as a whole.



     Section 6.6. Taxes. The Borrower and its Subsidiaries have filed all United States federal
tax returns, and all other tax returns, required to be filed and have paid all taxes due pursuant
to such returns or pursuant to any assessment received by the Borrower or any Subsidiary, except
such taxes, if any, as are being contested in good faith and for which adequate reserves have been
provided and except where the failure to file is being promptly remedied and is not reasonably
expected to result in any liability material in any respect to the Borrower and its Subsidiaries
taken as a whole. No notices of tax liens have been filed and no claims are being asserted
concerning any such taxes, which liens or claims are material to the financial condition of the
Borrower and its Subsidiaries on a consolidated basis taken as a whole. To the Borrower’s
knowledge, the charges, accruals and reserves on the books of the Borrower and its Subsidiaries
for any taxes or other governmental charges are adequate.



     Section 6.7. Approvals. No authorization, consent, license, exemption, filing or registration
with any court or governmental department, agency or instrumentality, nor any approval or consent
of the stockholders of the Borrower or any Subsidiary or from any other Person, is necessary for
the valid execution, delivery or performance by the Borrower or any Subsidiary of any Credit
Document to which it is a party.



     Section 6.8. ERISA. With respect to each Plan, the Borrower and each other member of the
Controlled Group has fulfilled its obligations under the minimum funding standards of and is in
compliance in all material respects with the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), and with the Code to the extent applicable to it and has not incurred any
liability to the Pension Benefit Guaranty Corporation (“PBGC”) or a Plan under Title IV of ERISA
other than a liability to the PBGC for premiums under Section 4007 of ERISA. Neither the Borrower
nor any Subsidiary has any contingent liabilities for any post-retirement benefits under a Welfare
Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA.



     Section 6.9. Government Regulation. Neither the Borrower nor any Subsidiary is an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.



     Section 6.10. Margin Stock. Neither the Borrower nor any Subsidiary is engaged
principally, or as one of its primary activities, in the business of extending credit for the
purpose



-35-









 




of purchasing or carrying margin stock (“margin stock” to have the same meaning herein as in
Regulation U of the Board of Governors of the Federal Reserve System). The Borrower will not use
the proceeds of any Loan in a manner that violates any provision of Regulation U or X of the Board
of Governors of the Federal Reserve System.




     Section 6.11. Licenses and Authorizations; Compliance with Environmental and Health Laws, (a)
Except as set forth on Schedule 6.11 (as amended from time to time in accordance with the
provisions hereof), to the Borrower’s knowledge, the Borrower and each of its Subsidiaries has all
necessary licenses, permits and governmental authorizations to own and operate its Properties and
to carry on its business as currently conducted except to the extent the failure to maintain such
licenses, permits and authorizations would not have a material adverse effect on the Property,
business or operations of the Borrower and its Subsidiaries taken as a whole.



     (b) To the best of the Borrower’s knowledge, the business and operations of the
Borrower and each Subsidiary comply in all respects with all applicable Environmental and
Health Laws, except where the failure to so comply would not (individually or in the
aggregate)
have a material adverse effect on the Property, business or operations of the Borrower and its
Subsidiaries taken as a whole.



     (c) Except as set forth on Schedule 6.11 (as amended from time to time in accordance
with the provisions hereof), neither the Borrower nor any Subsidiary has received any written
notice, citation, order, complaint, claim or demand from any governmental entity or in
connection with any court proceeding which could reasonably be
expected to have a material adverse effect on the Property, business or operations of the Borrower and its Subsidiaries
taken as a whole claiming that: (i) the Borrower or any Subsidiary has violated, or is about to
violate,
any Environmental and Health Law; (ii) there has been a release, or there is a threat of
release,
into the environment of Hazardous Materials from the Borrower’s or any Subsidiary’s Property;
(iii) the Borrower or any Subsidiary may be or is liable, in whole or in part, for the costs
of
cleaning up, remediating or responding to a release of Hazardous Materials; or (iv) any of the
Borrower’s or any Subsidiary’s Property are subject to a Lien in favor of any governmental
entity for any liability, costs or damages, under any Environmental and Health Law arising
from,
or costs incurred by such governmental entity in response to, a release of Hazardous
Materials.



     Section 6.12. Ownership of Property; Liens. The Borrower and each Subsidiary has good title
to, or valid leasehold interests in, its assets as reflected on the most recent consolidated
balance sheet of the Borrower and its Subsidiaries furnished to the Agent and the Banks (except
for dispositions of assets permitted under Section 8.11 hereof), subject to no Liens other than
Liens permitted by Section 8.9 hereof.



     Section 6.13. No Burdensome Restrictions; Compliance with Agreements. Neither the Borrower
nor any Subsidiary is (a) party or subject to any law, regulation, rule or order, or any
Contractual Obligation that (individually or in the aggregate) materially adversely affects the
business, operations, Property or financial condition of the Borrower and its Subsidiaries taken
as a whole or (b) in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement to which it is a party, which



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default materially adversely affects the business, operations, Property or financial condition of
the Borrower and its Subsidiaries taken as a whole.




     Section 6.14. Full Disclosure. Taken as a whole, all written information heretofore furnished
by the Borrower or any Guarantor to the Agent or any Bank for purposes of or in connection with
the Credit Documents or any transaction contemplated thereby is, and all such written information
hereafter furnished by the Borrower or any Guarantor to the Agent or any Bank will be, true and
accurate in all material respects and not misleading on the date as of which such information is
stated or certified; provided, however, that the projections and pro forma financial information
contained in such materials are, and will be, based on good faith estimates and assumptions
believed by the Borrower to be reasonable as of the date such projections and pro forma financial
information are stated.



     Section 6.15. Solvency of Guarantors. After giving effect to the transactions contemplated
herein, (i) the present fair salable value of the assets of each Guarantor is in excess of the
amount that will be required to pay its probable liability on its existing debts as said debts
become absolute and matured, (ii) each Guarantor has received reasonably equivalent value for
executing and delivering the Credit Agreement or Subsidiary Guaranty Agreement, (iii) the property
remaining in the hands of each Guarantor is not an unreasonably small capital, and (iv) each
Guarantor is able to pay its debts as they mature.



     Section 6.16. Not a Tax Shelter Transaction. The Borrower does not intend to treat the Loans
and related transactions as being a “reportable transaction” (within the meaning of Treasury
Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent
with such intention, it will promptly notify the Agent thereof.



     Section 6.17. No Default. No Default or Event of Default has occurred and is continuing.



Section 7. Conditions Precedent.




     The obligation of each Bank to advance, continue, or convert any Loan (other than the
continuation of, or conversion into, a Base Rate Loan) or of the L/C Issuer to issue, extend the
expiration date (including by not giving notice of non-renewal) of or increase the amount of any
Letter of Credit under this Agreement, shall be subject to the following conditions precedent:



     Section 7.1. Initial Credit Event. Before or concurrently with the initial Credit Event:




     (a) The Agent shall have received, addressed to each Bank, one original of the
favorable written opinion of Jennifer L. Sherman, in-house general counsel to the
Borrower, covering the Borrower and all of the Guarantors and in form and substance
satisfactory to the Agent and the Banks (copies of which will be provided by the Agent
to each Bank);




     (b) The Agent shall have received (i) the Certificate of the Secretary or
Assistant Secretary of the Borrower certifying (A) its Articles of Incorporation and
all
amendments thereto, and (B) the Borrower’s bylaws (or comparable constituent



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documents) and any amendments thereto, all in form and substance satisfactory to the Agent and its
counsel, and (ii) a certificate of good standing of the Borrower certified as of a date not
earlier than 20 days prior to the date hereof by the appropriate governmental officer of the
Borrower’s jurisdiction of incorporation (copies of all such documents to be provided by the Agent
to each Bank);




     (c) For each Significant Guarantor, the Agent shall have received (i) a
Certificate of an Authorized Officer of such Significant Guarantor certifying that since
June 6, 2003, (A) there have been no changes to its Articles of Incorporation or other
charter document, and (B) there have been no changes to its bylaws (or comparable
constituent documents), such Certificate to be in form and substance satisfactory to the
Agent and its counsel, and (ii) a certificate of good standing of such Significant
Guarantor certified as of a date not earlier than 20 days prior to the date hereof by the
appropriate governmental officer of such Significant Guarantor’s jurisdiction of
organization;




     (d) The Agent shall have received one original of resolutions of the
Borrower’s and each Guarantor’s Board of Directors authorizing the execution and
delivery of the Credit Documents to which it is a party on the Effective Date and the
consummation of the transactions contemplated thereby, certified in each instance by its
Secretary or Assistant Secretary (copies of all such documents to be provided by the
Agent to each Bank);




     (e) The Agent shall have received for each Bank such Bank’s duly executed
Revolving Note, and for the Swing Line Lender, the duly executed Swing Note, of the
Borrower dated the date hereof and otherwise in compliance with the provisions of
Section 1.6(a) and (b) hereof, respectively;




     (f) The Agent shall have received for each Bank a list of the Borrower’s
Authorized Representatives;




     (g) All legal matters incident to the execution and delivery of the Credit
Documents shall be satisfactory to the Banks;




     (h) The Agent shall have received a certificate by the chief financial officer, treasurer or
corporate controller of the Borrower, stating that on the date of such initial Credit Event no
Default or Event of Default has occurred and is continuing (copies of such certificate to be
provided by the Agent to each Bank);




     (i) The Agent shall have received five-year projected financial statements of the Borrower in
form and substance satisfactory to the Agent;




     (j) No material adverse change shall have occurred in the business, condition (financial or
otherwise), operations, performance, properties or prospects of the Borrower, and its
Subsidiaries, taken as a whole, or any Guarantor from that reflected in its financial statements
for the fiscal year ended December 31, 2006; and



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     (k) The Borrower shall have paid (or shall pay concurrently with the initial
Credit Event hereunder) all obligations outstanding under the Existing Agreement.




Section 7.2. All Credit Events. As of the time of each Credit Event hereunder:




     (a) In the case of a Borrowing, the Agent shall have received the notice
required by Section 1.4 hereof (including any deemed notice under Section 1.4(c)), in
the
case of the issuance of any Letter of Credit the L/C Issuer shall have received a duly
completed Application for such Letter of Credit together with any fees called for by
Section 3.4 hereof, and, in the case of an extension or increase in the amount of a
Letter
of Credit, the L/C Issuer shall have received a written request therefor in a form
acceptable to the L/C Issuer together with fees called for by Section 3.4 hereof;




     (b) Each of the representations and warranties set forth in Section 6 hereof
shall be and remain true and correct in all material respects as of said time, taking
into
account any amendments to such Section (including without limitation any amendments
to the Schedules referenced therein) made after the date of this Agreement in
accordance
with its provisions, except that if any such representation or warranty relates solely
to an
earlier date it need only remain true as of such date;




     (c) The Borrower’s request for such Credit Event shall be in full compliance
with all of the relevant terms and conditions of Sections 1 and 2 hereof, no Default or
Event of Default shall have occurred and be continuing or would occur as a result of
such
Credit Event, and after giving effect to such Credit Event, the aggregate outstanding
principal amount of Indebtedness of the Borrower shall not exceed any limit set forth
in
any board of directors’ resolution authorizing the Borrower’s incurrence of the
Indebtedness incurred in such Credit Event;




     (d) Such Credit Event shall not violate any order, judgment or decree of any
court or other authority or any provision of law or regulation applicable to any Bank
(including, without limitation, Regulation U of the Board of Governors of the Federal
Reserve System); and




     (e) In the case of a Borrowing of Swing Loans by an Alternative Currency
Borrower, such Alternative Currency Borrower shall have satisfied all conditions to
such
borrowing contained in the applicable Supplemental Agreement and in Section 1.7(d)
hereof.



     Any request for a Borrowing of Loans hereunder and each request for the issuance of, increase
in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be
a representation and warranty by the Borrower on the date of such Credit Event as to the facts
specified in subsections (a) through (e), both inclusive, above.



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Section 8. Covenants.




     The Borrower covenants and agrees that, so long as any Loan is outstanding hereunder, or any
Commitment is available to or in use by the Borrower hereunder, except to the extent compliance in
any case is waived in writing by the Required Banks:



     Section 8.1. Corporate Existence; Subsidiaries, (a) The Borrower shall, and shall cause each
of its Subsidiaries to, preserve and maintain its corporate existence, subject to the provisions
of Section 8.11 hereof.



     (b) Once during each fiscal year of the Borrower, on a date not earlier than the date the
Borrower is required to make available its annual audited financial statements pursuant to
Section 8.6(a)(ii) hereof and not later than the date fifteen Business Days thereafter, the
Borrower shall, unless the Required Banks otherwise agree, (i) cause each Domestic Subsidiary
which has not theretofore become a Guarantor to execute a Subsidiary Guaranty Agreement,
(ii) cause to be delivered to the Agent an opinion of counsel to each such Domestic Subsidiary
which has not theretofore become a Guarantor relating to its existence and standing and the
authorization for, execution and delivery of, and validity of such Subsidiary’s obligations
under
the Subsidiary Guaranty Agreement in form and substance satisfactory to the Agent, (iii) cause
to be delivered to the Agent certified copies of resolutions of the Board of Directors of each
such
Domestic Subsidiary which has not theretofore become a Guarantor relating to its authorization
to enter into such Subsidiary Guaranty Agreement, (iv) if such Domestic Subsidiary which has
not theretofore become a Guarantor is a Material Subsidiary, cause to be delivered to the
Agent
certified copies of the articles or certificate of incorporation, charter, by-laws,
partnership
certificate and agreement, operating agreement, or other constitutive documents of such
Domestic Subsidiary, and (v) deliver an updated Schedule 6.2 showing all then-existing
Subsidiaries of the Borrower. In addition to the required annual actions described in the
preceding sentence, the Borrower may at any time cause any Domestic Subsidiary which has not
theretofore become a Guarantor to become a Guarantor by causing to be taken (with respect to
such Domestic Subsidiary only) the actions described in the foregoing clauses (i) through
(iv).
Notwithstanding the foregoing, in no event shall the Borrower be required to cause any
Domestic
Subsidiary which is a special-purpose entity created solely to engage in a Qualified
Securitization Transaction to become a Guarantor.



     (c) Upon acquiring or forming any Inactive Domestic Subsidiary, or upon any Domestic
Subsidiary becoming an Inactive Domestic Subsidiary, the Borrower shall deliver an updated
Schedule 6.2 showing all then-existing Inactive Domestic Subsidiaries of the Borrower.



     Section 8.2. Maintenance. The Borrower will maintain, preserve and keep its plants,
properties and equipment deemed by it necessary to the proper conduct of its business in
reasonably good repair, working order and condition (ordinary wear and tear excepted) and will
from time to time make all reasonably necessary repairs, renewals, replacements, additions and
betterments thereto so that at all times such plants, properties and equipment shall be reasonably
preserved and maintained, and the Borrower will cause each of its Subsidiaries to do so in respect
of Property owned or used by it; provided, however, that nothing in this Section 8.2 shall prevent
the Borrower or a Subsidiary from discontinuing the operation or maintenance of any



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such Properties if such discontinuance is, in the reasonable judgment of the Borrower, desirable
in the conduct of its business or the business of its Subsidiary.




     Section 8.3. Taxes. The Borrower will duly pay and discharge, and will cause each of its
Subsidiaries duly to pay and discharge, all material taxes, rates, assessments, fees and
governmental charges upon or against it or against its Properties, in each case before the same
becomes delinquent and before penalties accrue thereon, unless and to the extent that the same is
being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have
been provided therefor on the books of the Borrower.



     Section 8.4. ERISA. The Borrower will, and will cause each of its Subsidiaries to, promptly
pay and discharge all obligations and liabilities arising under ERISA of a character which if
unpaid or unperformed might result in the imposition of a Lien against any of its properties or
assets and will promptly notify the Agent of (i) the occurrence of any Reportable Event (as defined
in Section 4043 of ERISA) affecting a Plan, other than any such event of which the PBGC has waived
notice by regulation, (ii) receipt of any notice from PBGC of its intention to seek termination of
any Plan or appointment of a trustee therefor, (iii) its or any of its Subsidiaries’ intention to
terminate or withdraw from any Plan, and (iv) the occurrence of any event affecting any Plan which
could result in the incurrence by the Borrower or any of its Subsidiaries of any material
liability, fine or penalty, or any material increase in the contingent liability of the Borrower or
any of its Subsidiaries under any post-retirement Welfare Plan benefit. The Agent will promptly
distribute to each Bank any notice it receives from the Borrower pursuant to this Section 8.4.



     Section 8.5. Insurance. The Borrower will maintain, and will cause each of its Subsidiaries
to maintain, insurance with reputable and responsible insurance companies, all insurable Property
owned by it which is of a character usually insured by Persons similarly situated and operating
like Properties against law or damage from such risks and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are maintained with respect thereto), as are
insured by Persons similarly situated and operating like Properties and shall insure such other
hazards and risks (including employers’ and public liability risks) with good and responsible
insurance companies as and to the extent usually insured by Persons similarly situated and
conducting similar businesses. The Borrower will upon request of any Bank furnish to such Bank a
summary setting forth the nature and extent of the insurance maintained pursuant to this Section
8.5.



     Section 8.6. Financial Reports and Other Information, (a) The Borrower will maintain a system
of accounting in accordance with GAAP and will furnish to the Banks and their respective duly
authorized representatives such information respecting the business and financial condition of the
Borrower and its Subsidiaries as the Agent may reasonably request (each Bank to have the right to
require the Agent make such request); and without any request, the Borrower will furnish each of
the following to the Agent, with sufficient copies for each Bank (which the Agent shall promptly
distribute to each Bank) or, in lieu of furnishing any such item to the Agent, may at such time
notify the Agent that such item has been posted to a website maintained by or on behalf of the
Borrower and accessible to all of the Banks, such notification to inform the Agent of any
information necessary to allow the Banks to access such item:



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     (i) within 45 days after the end of each of the first three quarterly fiscal
periods of the Borrower, a copy of the Borrower’s Form 10-Q Report filed with the SEC;




     (ii) within 90 days after the end of each fiscal year of the Borrower, a copy of
the Borrower’s Form 10-K Report filed with the SEC, prepared by the Borrower and
containing as an Exhibit thereto the Borrower’s financial statements for such fiscal
year as certified by independent public accountants of recognized national standing
selected by the Borrower with such accountants’ unqualified opinion to the effect that
the financial statements have been prepared in accordance with GAAP and present fairly
in all material respects in accordance with GAAP the consolidated financial position
of the Borrower and its Subsidiaries as of the close of such fiscal year and the
results of their operations and cash flows for the fiscal year then ended and that an
examination of such accounts in connection with such financial statements has been
made in accordance with generally accepted auditing standards and, accordingly, such
examination included such tests of the accounting records and such other auditing
procedures as were considered necessary in the circumstances;




     (iii) promptly after the sending or filing thereof, copies of all proxy
statements, financial statements and reports the Borrower sends to its shareholders,
and copies of all other regular, periodic and special reports (other than SEC Form 3,
Form 4, Form 5, Form S-8 or similar administrative reports) and all registration
statements the Borrower files with the SEC or any successor thereto, or with any
national securities exchanges; and




     (iv) updated Schedules 6.5 and 6.11 along with the financial statements delivered
under subsection (i) or (ii) above, as applicable, for any calendar quarter during
which there is a change in any of the facts specified in such Schedules 6.5 and 6.11
hereto, as then most recently updated.



     (b) Each financial statement furnished to the Agent pursuant to subsection (a)(i) or (a)(ii)
of this Section 8.6 shall be accompanied by (A) a written certificate signed by the Borrower’s
chief financial officer, corporate controller or treasurer to the effect that no Default or Event
of Default has occurred during the period covered by such statements or, if any such Default or
Event of Default has occurred during such period, setting forth a description of such Default or
Event of Default and specifying the action, if any, taken by the Borrower to remedy the same; and
(B) a Compliance Certificate in the form of Exhibit B hereto showing the Borrower’s compliance with
the covenants set forth in Sections 8.14, 8.15, 8.16, 8.17 and 8.20 hereof. The Agent shall
promptly after its receipt furnish copies of such certificates to each Bank. In the event the
Borrower is no longer required to file Form 10-Q and 10-K Reports with the SEC, the Borrower will
nevertheless furnish to the Banks at the time hereinabove set forth all the financial and other
information that would have comprised such filings.



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     (c) The Borrower will promptly (and in any event within three Business Days after an
executive officer of the Borrower has knowledge thereof) give notice to the Agent (which shall in
turn provide a copy thereof to each Bank):




     (i) of the occurrence of any Change of Control Event, Default or Event of Default;




     (ii) of any default or event of default under any Contractual Obligation of the
Borrower or any of its Subsidiaries, except for a default or event of default which is not
reasonably expected to have a material adverse effect on the business, operations, Property
or financial or other condition of the Borrower and its Subsidiaries on a consolidated
basis;




     (iii) of a material adverse change in the business, operations, Property or
financial condition of the Borrower and its Subsidiaries on a consolidated basis; and




     (iv) of any litigation or governmental proceeding of the type described in Section 6.5
hereof.



     Section 8.7. Bank Inspection Rights. The Borrower will permit the Agent (and such Persons as
the Agent may designate, which may include representatives of any one or more Banks if they
accompany the Agent) during normal business hours to visit and inspect, under the Borrower’s
guidance, any of the properties of the Borrower or any of its Subsidiaries, to examine all of
their books of account, records, reports and other papers, to make copies and extracts therefrom,
and to discuss their respective affairs, finances and accounts with their respective officers,
employees and, with the consent of Borrower (which consent shall not be unreasonably withheld),
independent public accountants (and by this provision the Borrower authorizes such accountants to
discuss with the Banks (and such Persons as any Bank may designate) the finances and affairs of
the Borrower and its Subsidiaries) all at such reasonable times and as often as may be reasonably
requested. The Agent agrees to use reasonable efforts to coordinate its visits and inspections
under this Section with the other Banks. The Banks acknowledge that any information disclosed to
them pursuant to this Section 8.7 will be held by them subject to the provisions of Section 13.20
hereof.



     Section 8.8. Conduct of Business. Neither the Borrower nor any Subsidiary will engage in any
line of business if, as a result, the general nature of the business of the Borrower and its
Subsidiaries taken as a whole would be substantially changed from that conducted on the date
hereof.



     Section 8.9. Liens. The Borrower will not, and will not permit any of its Subsidiaries to,
create, incur, permit to exist or to be incurred any Lien of any kind on any Property owned by the
Borrower or any Subsidiary; provided, however, that this Section 8.9 shall not apply to nor
operate to prevent:




     (a) Liens arising by operation of law in connection with worker’s compensation,
unemployment insurance, social security obligations, taxes, assessments,



-43-









 







statutory obligations or other similar charges, good faith deposits, pledges or Liens in
connection with bids, tenders, contracts or leases to which the Borrower or any Subsidiary is a
party (other than contracts for borrowed money), or other deposits required to be made in the
ordinary course of business; provided that in each case the obligation secured is not overdue or,
if overdue, is being contested in good faith by appropriate proceedings and for which reserves in
conformity with GAAP have been provided on the books of the Borrower;




     (b) mechanics’, workmen’s, materialmen’s, landlords’, carriers’ or other
similar Liens arising in the ordinary course of business (or deposits to obtain the release
of such Liens) securing obligations not due or, if due, being contested in good faith by
appropriate proceedings and for which reserves in conformity with GAAP have been
provided on the books of the Borrower;




     (c) Liens for taxes or assessments or other government charges or levies on
the Borrower or any Subsidiary of the Borrower or their respective Properties, not yet due
or delinquent, or which can thereafter be paid without penalty, or which are being
contested in good faith by appropriate proceedings and for which reserves in conformity
with GAAP have been provided on the books of the Borrower;




     (d) Liens arising out of judgments or awards against the Borrower or any
Subsidiary of the Borrower, or in connection with surety or appeal bonds in connection
with bonding such judgments or awards, the time for appeal from which or petition for
rehearing of which shall not have expired or with respect to which the Borrower or such
Subsidiary shall be prosecuting an appeal or proceeding for review, and with respect to
which it shall have obtained a stay of execution pending such appeal or proceeding for
review, provided that the aggregate amount of liabilities (including interest and penalties,
if any) of the Borrower and its Subsidiaries at any time outstanding secured by such
Liens shall not exceed 5% of Consolidated Net Worth (as of the end of the most recently
completed fiscal quarter of the Borrower); and




     (e) Liens upon any Property acquired by the Borrower or any Subsidiary of
the Borrower to secure any Indebtedness of the Borrower or any Subsidiary incurred at
the time of the acquisition of such Property to finance the purchase price of such
Property, provided that any such Lien shall apply only to the Property that was so
acquired and the aggregate principal amount of Indebtedness at any time outstanding,
secured by such Liens, when taken together with the aggregate amount of liabilities and
indebtedness secured by Liens as permitted under Sections 8.9(h), (i) and (1) hereof, shall
not exceed 5% of the Borrower’s consolidated assets as determined in accordance with
GAAP; and




     (f) minor survey exceptions or minor encumbrances, easements or
reservations, or rights of others for rights-of-way, utilities and other similar purposes, or
zoning or other restrictions as to the use of real properties which are necessary for the
conduct of the activities of the Borrower and any Subsidiary of the Borrower or which
customarily exist on properties of corporations engaged in similar activities and similarly



-44-









 







situated and which do not in any event materially impair their use in the operation of the
business of the Borrower or any Subsidiary of the Borrower;




     (g) Liens existing on the date hereof and listed on Schedule 8.9 hereto;




     (h) any Lien existing on any Property prior to the acquisition thereof by the Borrower
or any Subsidiary, provided that such Lien is not created in contemplation of or in
connection with such acquisition and the aggregate principal amount of Indebtedness at any
time outstanding, secured by such Liens, when taken together with the aggregate amount of
liabilities and indebtedness secured by Liens as permitted under Sections 8.9(e), (i) and
(1) hereof, shall not exceed 5% of the Borrower’s consolidated assets as determined in
accordance with GAAP;




     (i) any Lien created pursuant to a Capitalized Lease Obligation, provided that (i) the
Indebtedness represented by such Capitalized Lease Obligation does not exceed 100% of the
lesser of the cost or fair market value of the leased property at the time of such lease,
(ii) such Lien does not apply to any other Property of the Borrower or its Subsidiaries
(other than proceeds (including insurance proceeds) of the Property subject to such Lien)
and (iii) the aggregate amount of such Capitalized Lease Obligations, when taken together
with the aggregate amount of liabilities and indebtedness secured by Liens as permitted
under Sections 8.9(e), (h) and (1) hereof shall not exceed 5% of the Borrower’s consolidated
assets as determined in accordance with GAAP;




     (j) any extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part of any Lien referred to in the foregoing paragraphs (a)
through (i), inclusive, provided, however, that the principal amount of Indebtedness
secured thereby shall not exceed the principal amount of Indebtedness so secured at the
time of such extension, renewal or replacement, and that such extension, renewal or
replacement shall be limited to the Property which was subject to the Lien so extended,
renewed or replaced;




     (k) Liens on accounts or notes receivable or equipment leases and rights related
thereto (including, in the case of equipment leases, the leased equipment) or related
assets granted pursuant to the terms of a Qualified Securitization Transaction; and




     (1) Liens not otherwise permitted under this Section 8.9 on Property (other than (i)
shares of stock in any Wholly-Owned Subsidiary, (ii) receivables, inventory and similar
working capital assets and (iii) patents, trademarks and similar intangibles) securing
Indebtedness that, when taken together with the aggregate amount of liabilities and
indebtedness secured by Liens as permitted under Sections 8.9(e), (h) and (i) hereof, is in
an aggregate outstanding principal amount not exceeding 5% of the Borrower’s consolidated
assets as determined in accordance with GAAP.



     Without limiting the generality of the foregoing, the Borrower shall not subject to any Lien,
other than involuntary Liens described in Section 8.9(a) — (d) hereof, sell, transfer or



-45-









 




otherwise dispose of any shares of capital stock in any Guarantor, or any Indebtedness of any
Guarantor, in each case except to a Wholly-Owned Domestic Subsidiary.




     Section 8.10. Use of Proceeds; Regulation U. The proceeds of each Borrowing will be used by
the Borrower and each Alternative Currency Borrower to finance capital expenditures and
Acquisitions permitted hereby, for working capital, repayment of other Indebtedness, and other
general corporate purposes. Neither the Borrower nor any Alternative Currency Borrower shall use
any part of the proceeds of any of the Borrowings directly or indirectly to purchase or carry any
margin stock (as defined in Section 6.10 hereof) or to extend credit to others for the purpose of
purchasing or carrying any such margin stock.



     Section 8.11. Mergers, Consolidations and Sales of Assets, (a) The Borrower will not, and will
not permit any of its Subsidiaries to, (i) consolidate with or be a party to a merger with any
other Person or (ii) sell, lease or otherwise dispose (including by means of sale leaseback) of all
or a “substantial part” of the assets of the Borrower and its Subsidiaries (excluding, for the
purposes of the limitations set forth in this Section 8.11, any transfer of an interest in accounts
or notes receivable or equipment leases and rights related thereto (among the assets so excluded
from the limitations of this Section 8.11 to be, in the case of equipment leases, the leased
equipment) and related assets as part of a Qualified Securitization Transaction); provided,
however, that:




     (1) any Subsidiary of the Borrower may merge or consolidate with or into or
sell, lease or otherwise convey all or a substantial part of its assets to the Borrower
or any
Domestic Subsidiary of which the Borrower holds at least the same percentage equity
ownership; provided that (x) in any such merger or consolidation involving the
Borrower,
the Borrower shall be the surviving or continuing corporation, and (y) at the time of
any
such transaction, and after giving effect thereto, no Default or Event of Default shall
have
occurred and be continuing;




     (2) any Subsidiary of the Borrower may consolidate or merge with any other
Person (including the Borrower); provided that (x) in the case of such a transaction
involving the Borrower, the Borrower is the surviving or continuing corporation or in
any
other case, if the surviving corporation is a Domestic Subsidiary of the Borrower, and
(y) at the time of such consolidation or merger, and after giving effect thereto, no
Default
or Event of Default shall have occurred and be continuing; and




     (3) the Borrower or any Subsidiary of the Borrower may consolidate or merge
with any other Person if such consolidation or merger is a Permitted Acquisition.


As used in this Section 8.11 (a), a sale, lease, transfer or disposition of assets during any
fiscal year shall be deemed to be of a “substantial part” of the consolidated assets of the
Borrower and its Subsidiaries if the net book value of such assets, when added to the net book
value of all other assets (including without limitation stock in Subsidiaries) sold, leased,
transferred or disposed of by the Borrower and its Subsidiaries during such fiscal year (other
than inventory in the ordinary course of business) and the aggregate consideration received by
Subsidiaries from their issuance or sale of their stock during such fiscal year exceeds 15% of the
consolidated assets as




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determined in accordance with GAAP of the Borrower and its Subsidiaries as of the last day of the
immediately preceding fiscal year. Without limiting of the provisions of Section 8.20 hereof, the
Banks acknowledge and agree that in the event of any sale or other disposition of the stock of a
Guarantor to a party other than the Borrower or a Subsidiary which is otherwise permitted pursuant
to this Section 8.11, the Agent will and is hereby authorized and directed by the Banks to release
the Subsidiary Guaranty of such Guarantor concurrently with such sale or other disposition.




     (b) The Borrower will not sell, transfer or otherwise dispose of any shares of capital
stock in any Guarantor, or any Indebtedness of any Guarantor, in each case except (i) to a
Wholly-Owned Domestic Subsidiary which is or concurrently with such transaction becomes a
Guarantor or (ii) pursuant to a transaction otherwise permitted by this Section 8.11.



     (c) Notwithstanding the foregoing, the Borrower may, or may permit any Subsidiary to,
dispose of assets without regard to the limitations set forth in Sections 8.11 (a) and (b) to
the
extent that (i) such assets are leased back by the Borrower or a Subsidiary, as lessee, within
180
days of such disposition, or (ii) the net proceeds from such disposition are within one year
of
such disposition (A) reinvested in productive assets by the Borrower or a Subsidiary or (B)
applied to the payment or prepayment of any outstanding Indebtedness of the Borrower or any
Subsidiary.



     Section 8.12. Use of Property and Facilities; Environmental and Health and Safety Laws. (a)
The Borrower will, and will cause each of its Subsidiaries to, comply in all material respects
with the requirements of all Environmental and Health Laws applicable to or pertaining to the
Properties or business operations of the Borrower or any Subsidiary of the Borrower. Without
limiting the foregoing, the Borrower will not, and will not permit any Person to, except in
accordance with applicable law, dispose of any Hazardous Material into, onto or upon any real
property owned or operated by the Borrower or any of its Subsidiaries except to the extent such
disposal would not (individually or in the aggregate) have a material adverse effect on the
Property, business or operations of the Borrower and its Subsidiaries taken as a whole.



     (b) The Borrower will promptly provide the Agent (which shall promptly furnish each Bank)
with copies of any notice or other instrument of the type described in Section 6.11(c) hereof, and
in no event later than ten (10) Business Days after an executive officer of the Borrower receives
such notice or instrument.



     Section 8.13. Investments, Acquisitions, Loans, Advances and Guaranties. The Borrower will
not, nor will it permit any Subsidiary to, directly or indirectly, make, retain or have
outstanding any investments (whether through purchase of stock or obligations or otherwise) in, or
loans or advances to, any other Person, or acquire all or any substantial part of the assets or
business of any other Person or division thereof, or be or become liable as endorser, guarantor,
surety or otherwise (such as liability as a general partner) for any debt, obligation or
undertaking of any other Person, or otherwise agree to provide funds for payment of the
obligations of another, or supply funds thereto or invest therein or otherwise assure a creditor
of another against loss, or apply for or become liable to the issuer of a letter of credit which
supports an obligation of another, or subordinate any claim or demand it may have to the claim or
demand of any other



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Person (cumulatively, all of the foregoing, being “Investments”); provided, however, that the
foregoing provisions shall not apply to nor operate to prevent:





     (a) investments in direct obligations of the United States of America or of any
agency or instrumentality thereof whose obligations constitute full faith and credit
obligations of the United States of America provided that any such obligation matures
within one year from the date it is acquired by the Borrower or Subsidiary;




     (b) investments in commercial paper rated P-l by Moody’s or A-l by S&P
maturing within one year of its date of issuance;




     (c) investments in certificates of deposit issued by any Bank or any United
States commercial bank having capital and surplus of not less than $100,000,000
maturing within one year from the date of issuance thereof or in banker’s acceptances
endorsed by any Bank or other such commercial bank and maturing within six months of
the date of acceptance or in Eurodollar time deposits placed with any Bank or other
such commercial bank;




     (d) investments in repurchase obligations with a term of not more than seven
(7) days for underlying securities of the types described in subsection (a) above
entered
into with any bank meeting the qualifications specified in subsection (c) above,
provided
all such agreements require physical delivery of the securities securing such
repurchase
agreement, except those delivered through the Federal Reserve Book Entry System;




     (e) investments in money market funds that invest solely, and which are
restricted by their respective charters to invest solely, in investments of the type
described
in the immediately preceding subsections (a), (b), (c) and (d) above;




     (f) tax-exempt obligations, having an effective maturity within one year from
the date of acquisition, which are rated in one of the top two rating classifications
by at
least one nationally recognized rating agency; and




     (g) ownership of stock, obligations or securities received in settlement of
debts (created in the ordinary course of business) owing to the Borrower or any
Subsidiary;




     (h) endorsements of negotiable instruments for collection in the ordinary course
of business;




     (i) loans and advances to employees in the ordinary course of business for travel,
relocation, and similar purposes;




     (j) Permitted Acquisitions;




     (k) Guaranties of the Obligations and Hedging Liability by Guarantors under
Subsidiary Guaranties;



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     (l) Guaranties by Guarantors of obligations in an aggregate principal amount not to exceed
$275,000,000 with respect to Indebtedness issued prior to the Effective Date under the Noteholder
Agreement;




     (m) Guaranties entered into after the Effective Date by Subsidiaries with respect to
Indebtedness of the Borrower or other Subsidiaries in an aggregate principal amount, when taken
together with Guaranties entered into pursuant to clauses (s) and (v), below, not to exceed
$200,000,000 (specifically excluding Trade Value Agreements, which are permitted only under clause
(q) below);




     (n) interest rate swaps and other recognized hedging arrangements entered into by the
Borrower or any Subsidiary in the ordinary course of its business for the purpose of directly
mitigating risks associated with liabilities, commitments or assets held or reasonably anticipated
by the Borrower or such Subsidiary and not for purposes of speculation or taking a “market view”,
and guaranties by the Borrower or any Subsidiary of the obligations under such interest rate swaps
or other recognized hedging arrangements;




     (o) investments by the Borrower and its Subsidiaries from time to time in their respective
Subsidiaries;




     (p) Investments comprised of capital contributions (whether in the form of cash, a note, or
other assets) to a Subsidiary or other special-purpose entity created solely to engage in a
Qualified Securitization Transaction or otherwise resulting from transfers of assets permitted by
Section 8.11 hereof to such a special-purpose entity;




     (q) Trade Value Agreements aggregating not more than $50,000,000 at any one time outstanding;




     (r) a Guaranty by the Borrower of up to $40,000,000 in principal amount of Indebtedness of
Federal Signal Canada Finance Company incurred prior to the Effective Date;




     (s) Guaranties not otherwise permitted by this Section 8.13 aggregating not more than
$100,000,000 at any one time outstanding (specifically excluding Trade Value Agreements, which are
permitted only under clause (q) above), and provided that any Guaranties entered into by
Subsidiaries pursuant to this clause (s) shall also reduce, on a dollar-for-dollar basis, the
amount available for Guaranties under clauses (m), above, and (v), below, even if such Guaranties
entered into under this clause (s) could not otherwise be entered into under said clauses (m) and
(v);




     (t) a Guaranty satisfying the requirements of clause (y) of the definition of “Qualified
Securitization Transaction” set forth in Section 5.1 hereof by the Borrower of the obligations and
liabilities of the BA Lease Financing Borrowers under the BA Lease Financing;



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     (u) Guaranties by the Borrower of the indebtedness, obligations and liabilities of
Alternative Currency Borrowers pursuant to Borrower Guaranty Agreements; and




     (v) Investments not otherwise permitted by this Section 8.13 aggregating not more than
$20,000,000 at any one time outstanding (specifically excluding Trade Value Agreements,
which are permitted only under clause (q) above), and provided that any Guaranties entered
into by Subsidiaries pursuant to this clause (v) shall also reduce, on a dollar-for-dollar
basis, the amount available for Guaranties under clauses (m) and (s) above, even if such
Guaranties entered into under this clause (v) could not otherwise be entered into under
said clauses (m) and (s).



     In determining the amount of investments, acquisitions, loans, advances and guaranties
permitted under this Section 8.13, investments and acquisitions shall always be taken at the
original cost thereof (regardless of any subsequent appreciation or depreciation therein), loans
and advances shall be taken at the principal amount thereof then remaining unpaid, guaranties
(other than Trade Value Agreements) shall be taken at the amount of obligations guaranteed thereby
and Trade Value Agreements shall be valued as set forth in the definition of such term.



     Section 8.14. Consolidated Net Worth. The Borrower will at all times maintain a Consolidated
Net Worth of not less than the sum of (a) $355,000,000 plus (b) 50% of Consolidated Net Income of
the Borrower for each fiscal quarter of the Borrower ending on or after March 31, 2007, for which
such quarterly Consolidated Net Income is a positive amount (i.e., there shall be no reduction to
the minimum amount of Consolidated Net Worth required to be maintain hereunder for any fiscal
quarter in which such Consolidated Net Income is less than zero).



     Section 8.15. Total Indebtedness/Capital Ratio. The Borrower will, as of the last day of each
fiscal quarter of the Borrower, maintain the Total Indebtedness/Capital Ratio at not more than .55
to 1.0.



     Section 8.16. Interest Coverage Ratio. The Borrower will, as of the last day of each fiscal
quarter of the Borrower, maintain an Interest Coverage Ratio not less than 3.00 to 1.00.



     Section 8.17. Financial Services Ratios. The Borrower will, as of the last day of each fiscal
quarter of the Borrower, maintain (x) the ratio of Financial Services Debt — Municipal Leases to
Financial Services Assets — Municipal Leases at no more than .95 to 1.0 and (y) the ratio of
Financial Services Debt — Other than Municipal Leases to Financial Services Assets -Other than
Municipal Leases at no more than .91 to 1.0.



     Section 8.18. Indebtedness. The Borrower will not permit any of its Subsidiaries to create,
incur, assume, guaranty or be or remain liable, contingently or otherwise, with respect to any
Indebtedness other than:




     (a) Indebtedness to the Banks, their Affiliates (in the case of Hedging Liability) and
the Agent as Guarantors under Subsidiary Guaranties and as Alternative Currency Borrowers
under this Agreement and the other Credit Documents;



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     (b) Indebtedness of Wholly-Owned Subsidiaries to the Borrower or to other
Wholly-Owned Subsidiaries;




     (c) Indebtedness on hedging arrangements permitted by Section 8.13(n)
hereof;




     (d) Indebtedness of Subsidiaries on Guaranties of Indebtedness under the
Noteholder Agreement permitted under Section 8.13(1) hereof;




     (e) Indebtedness of Subsidiaries on Guaranties permitted under
Sections 8.13(m) or (s) hereof;




     (f) Securitization Transaction Attributed Indebtedness in connection with
Qualified Trade Securitization Transactions; and




     (g) Indebtedness of Subsidiaries not otherwise permitted by this Section
aggregating not more than $110,000,000 at any one time outstanding.



     Section 8.19. Compliance with Laws. Without limiting any of the other covenants of the
Borrower in this Section 8, the Borrower will, and will cause each of its Subsidiaries to, conduct
its business, and otherwise be, in compliance with all applicable laws, regulations, ordinances
and orders of any governmental or judicial authorities; provided, however, that neither the
Borrower nor any Subsidiary of the Borrower shall be required to comply with any such law,
regulation, ordinance or order if (x) it shall be contesting such law, regulation, ordinance or
order in good faith by appropriate proceedings and reserves in conformity with GAAP have been
provided therefor on the books of the Borrower or such Subsidiary, as the case may be, or (y) the
failure to comply therewith is not reasonably expected to have, in the aggregate, a material
adverse effect on the business, operations, property or financial condition of the Borrower and
its Subsidiaries, taken as a whole.



     Section 8.20. Guarantors. At no time during the term of this Agreement shall the aggregate of
the assets directly owned by the Borrower and directly owned by each Guarantor (excluding, for the
purposes of this calculation, assets owned by a Subsidiary of the Borrower or a Subsidiary of any
Guarantor except to the extent that such Subsidiary is also a Guarantor) comprise less than 60% of
the consolidated total assets of the Borrower and its Subsidiaries.



     Section 8.21. Indebtedness Limitations. At no time during the term of this Agreement shall
the aggregate outstanding principal amount of Indebtedness of the Borrower exceed any limit set
forth in any general board of directors’ resolution authorizing the Borrower’s incurrence of the
Obligations.



     Section 8.22. Ownership of BA Lease Financing Borrowers. The Borrower shall, on the Closing
Date of the BA Lease Financing and as of the date of each Request for Funding, Advance and
Substitution under the BA Lease Financing Loan Agreement, (i) own all of the beneficial interest
of each BA Lease Financing Borrower and hold of record all of the issued and outstanding Stock of
each BA Lease Financing Borrower free and clear of all Liens and Adverse



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Claims, and (ii) not create or suffer to exist any Lien or other Adverse Claim on any of the Stock
of any BA Lease Financing Borrower. As used in this Section 8.22, the capitalized terms “Request
for Funding”, “Advance”, “Substitution”, “Stock”, “Liens” and “Adverse Claims” shall have the
meanings given to such terms in the BA Lease Financing Loan Agreement as in effect on the day such
agreement was executed and delivered by the parties thereto.




Section 9. Events of Default and Remedies.




     Section 9.1. Events of Default. Any one or more of the following shall constitute an
Event of Default:




     (a) default (x) in the payment when due of the principal amount of any Loan
or of any Reimbursement Obligation or (y) for a period of five (5) Business Days in the
payment when due of interest or of any other Obligation;




     (b) default by the Borrower or any Subsidiary in the observance or
performance of any covenant set forth in Section 8.1(a), 8.6(c), 8.9 through 8.18 and
8.21
hereof;




     (c) default by the Borrower or any Subsidiary in the observance or
performance of any provision hereof or of any other Credit Document not mentioned in
(a) or (b) above, which is not remedied within thirty (30) days after notice thereof to
the
Borrower by the Agent;




     (d) (i) failure to pay when due Indebtedness in an aggregate principal amount
in excess of $25,000,000 of the Borrower or any Material Subsidiary or (ii) default
shall
occur under one or more indentures, agreements or other instruments under which any
Indebtedness of the Borrower or any Material Subsidiary in an aggregate principal
amount in excess of $25,000,000 may be issued or created and such default shall
continue
for a period of time sufficient to permit the holder or beneficiary of such
Indebtedness or
a trustee therefor to cause the acceleration of the maturity of any such Indebtedness
or
any mandatory unscheduled prepayment, purchase or funding thereof;




     (e) any representation or warranty made herein or in any other Credit
Document by the Borrower or any Subsidiary, or in any statement or certificate
furnished
pursuant hereto or pursuant to any other Credit Document by the Borrower or any
Subsidiary, or in connection with any Credit Document, proves untrue in any material
respect as of the date of the issuance or making, or deemed making or issuance,
thereof;




     (f) the Borrower or any Material Subsidiary shall (i) have entered
involuntarily against it an order for relief under the United States Bankruptcy Code,
as
amended, or any analogous action is taken under any other applicable law relating to
bankruptcy or insolvency, (ii) fail to pay, or admit in writing its inability to pay,
its debts
generally as they become due, (iii) make an assignment for the benefit of creditors,
(iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian,
trustee, examiner, liquidator or similar official for it or any substantial part of its



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Property, (v) institute any proceeding seeking to have entered against it an order for relief under
the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to
file an answer or other pleading denying the material allegations of any such proceeding filed
against it, (vi) take any corporate action (such as the passage by the Borrower’s board of
directors of a resolution) in furtherance of any matter described in parts (i)-(v) above, or (vii)
fail to contest in good faith any appointment or proceeding described in Section 9.1(g) hereof;




     (g) a custodian, receiver, trustee, examiner, liquidator or similar official shall be
appointed for the Borrower or any Material Subsidiary or any substantial part of any of their
Property, or a proceeding described in Section 9.1(f)(v) shall be instituted against the Borrower
or any Material Subsidiary, and such appointment continues undischarged or such proceeding
continues undismissed or unstayed for a period of sixty (60) days;




     (h) the Borrower or any Material Subsidiary shall fail within thirty (30) days to pay, bond
or otherwise discharge any judgment or order for the payment of money in excess of 5% of
Consolidated Net Worth (as of the end of the most recently completed fiscal period of the
Borrower) which is not stayed on appeal or otherwise being appropriately contested in good faith
in a manner that stays execution thereon;




     (i) the Borrower or any other member of the Controlled Group shall fail to pay when due an
amount or amounts aggregating in excess of $25,000,000 which it shall have become liable to pay to
the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate under a distress
termination under Section 4041 of ERISA, a Plan or Plans having aggregate Unfunded Vested
Liabilities in excess of $25,000,000 (collectively, a “Material Plan”) shall be filed under Title
IV of ERISA by the Borrower or any Subsidiary or any other member of the Controlled Group, any
plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings
under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any
Material Plan; or a proceeding shall be instituted by a fiduciary of any Material Plan against the
Borrower or any other member of the Controlled Group to enforce Section 515 or 4219(c)(5) of ERISA
and such proceeding shall not have been dismissed within thirty (30) days thereafter and the
Borrower or any member of the Controlled Group is reasonably likely to incur a liability in excess
of 5% of Consolidated Net Worth (as of the end of the most recently completed fiscal period of the
Borrower) from such proceeding;




     (j) the Borrower or any Subsidiary, or any Person acting on behalf of the Borrower or a
Subsidiary, or any governmental authority challenges the validity of any Credit Document or the
Borrower’s or a Subsidiary’s obligations thereunder or any Credit Document ceases to be in full
force and effect; or




     (k) the occurrence of any Change of Ownership as defined in the BA Lease Financing Loan
Agreement at any time when the BA Lease Financing Loan Agreement remains in effect.



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     Section 9.2. Non-Bankruptcy Defaults. When any Event of Default other than those described in
subsection (f) or (g) of Section 9.1 hereof has occurred and is continuing, the Agent shall, by
written notice to the Borrower: (a) if so directed by the Required Banks, terminate the remaining
Commitments and all other obligations of the Banks hereunder on the date stated in such notice
(which may be the date thereof); (b) if so directed by the Required Banks, declare the principal of
and the accrued interest on all outstanding Notes (including all promissory notes executed and
delivered by Alternative Currency Borrowers pursuant to Section 1.7(d) hereof) to be forthwith due
and payable and thereupon all outstanding Notes (including all promissory notes executed and
delivered by Alternative Currency Borrowers pursuant to Section 1.7(d) hereof), including both
principal and interest thereon, shall be and become immediately due and payable together with all
other amounts payable under the Credit Documents without further demand, presentment, protest or
notice of any kind; and (c) if so directed by the Required Banks, demand that the Borrower
immediately pay to the Agent the full amount then available for drawing under each or any Letter of
Credit to be held pursuant to Section 9.6(b), and the Borrower agrees to immediately make such
payment and acknowledges and agrees that the Banks would not have an adequate remedy at law for
failure by the Borrower to honor any such demand and that the Agent, for the benefit of the Banks,
shall have the right to require the Borrower to specifically perform such undertaking whether or
not any drawings or other demands for payment have been made under any Letter of Credit. The Agent,
after giving notice to the Borrower pursuant to Section 9.1(c) or this Section 9.2, shall also
promptly send a copy of such notice to the other Banks, but the failure to do so shall not impair
or annul the effect of such notice.



     Section 9.3. Bankruptcy Defaults. When any Event of Default described in subsections (f) or
(g) of Section 9.1 hereof has occurred and is continuing, then all outstanding Notes (including
all promissory notes executed and delivered by Alternative Currency Borrowers pursuant to Section
1.7(d) hereof) shall immediately become due and payable together with all other amounts payable
under the Credit Documents without presentment, demand, protest or notice of any kind, the
obligation of the Banks to extend further credit pursuant to any of the terms hereof shall
immediately terminate and the Borrower shall immediately pay to the Agent the full amount then
available for drawing under all outstanding Letters of Credit to be held pursuant to Section
9.6(b), the Borrower acknowledging and agreeing that the Banks would not have an adequate remedy
at law for failure by the Borrower to honor any such demand and that the Banks, and the Agent on
their behalf, shall have the right to require the Borrower to specifically perform such
undertaking whether or not any draws or other demands for payment have been made under any of the
Letters of Credit.



     Section 9.4. Notice of Default. The Agent shall give notice to the Borrower under Section
9.1(c) hereof promptly upon being requested to do so by any Bank and shall thereupon notify all
the Banks thereof.



     Section 9.5. Expenses. The Borrower agrees to pay to the Agent, for the account of the Agent,
and each Bank, and any other holder of any Note outstanding hereunder, all out-of-pocket expenses
reasonably incurred or paid by the Agent, and such Bank or any such holder, including reasonable
attorneys’ fees and court costs, in connection with any Default or Event of Default by the
Borrower hereunder or in connection with the enforcement of any of the Credit Documents.



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     Section 9.6. Collateral for Undrawn Letters of Credit. (a) If the prepayment of the amount
available for drawing under any or all outstanding Letters of Credit is required under Section
1.8(b), Section 2.3(b) or under Section 9.2 or 9.3 above, the Borrower shall forthwith pay the
amount required to be so prepaid, to be held by the Agent as provided in subsection (b) below.



     (b) All amounts prepaid pursuant to subsection (a) above shall be held by the Agent in one or
more separate collateral accounts (each such account, and the credit balances, properties, and any
investments from time to time held therein, and any substitutions for such account, any certificate
of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on
any of the foregoing being collectively called the “Collateral Account”) as security for, and for
application by the L/C Issuer (to the extent available) to, the reimbursement of any payment under
any Letter of Credit then or thereafter made by the L/C Issuer, and, if no such reimbursement is
required, to the payment of the unpaid balance of all other Obligations. The Collateral Account
shall be held in the name of and subject to the exclusive dominion and control of the Agent for the
benefit of the Agent, the Banks, and the L/C Issuer. If and when requested by the Borrower, the
Agent shall invest funds held in the Collateral Account from time to time in direct obligations of,
or obligations the principal of and interest on which are unconditionally guaranteed by, the United
States of America with a remaining maturity of one year or less, provided that the Agent is
irrevocably authorized to sell investments held in the Collateral Account when and as required to
make payments out of the Collateral Account for application to amounts due and owing from the
Borrower to the L/C Issuer, the Agent or the Banks; provided, however, that (i) if the Borrower
shall have made payment of all obligations referred to in subsection (a) above required under
Section 1.8(c) or Section 2.3(b) hereof, the Agent shall release to the Borrower amounts held in
the Collateral Account so long as at the time of the release and after giving effect thereto no
Change of Control Event, Default or Event of Default exists, and (ii) if the Borrower shall have
made payment of all obligations referred to in subsection (a) above required under Section 9.2 or
9.3 hereof, so long as no Letters of Credit, Commitments, Loans or other Obligations remain
outstanding, the Agent shall release to the Borrower any remaining amounts held in the Collateral
Account.



Section 10. Change in Circumstances.




     Section 10.1. Change of Law. Notwithstanding any other provisions of this Agreement or any
Note, if at any time after the date hereof any change in applicable law or regulation or in the
interpretation thereof makes it unlawful for any Bank to make or continue to maintain Eurodollar
Loans or to perform its obligations as contemplated hereby, such Bank shall promptly give notice
thereof to the Borrower and such Bank’s obligations to make or maintain Eurodollar Loans under
this Agreement shall terminate until it is no longer unlawful for such Bank to make or maintain
Eurodollar Loans. To the extent required by such change, the Borrower shall prepay on demand the
outstanding principal amount of any such affected Eurodollar Loans, together with all interest
accrued thereon at a rate per annum equal to the interest rate applicable to such Loan; provided,
however, subject to all of the terms and conditions of this Agreement, the Borrower may then elect
to borrow the principal amount of the affected Eurodollar Loans from such Bank by means of Base
Rate Loans from such Bank, which Base Rate Loans shall not be



-55-









 




made ratably by the Banks but only from such affected Bank and provided, further that the Borrower
shall have no obligation under Section 2.4 with respect to any such prepayment.




     Section 10.2. Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, Adjusted
LIBOR. If on or prior to the first day of any Interest Period for any Borrowing of Eurodollar
Loans:




     (a) the Agent determines that deposits in U.S. Dollars are not being offered to
it in the eurodollar interbank market for such Interest Period, or that by reason of
circumstances affecting the interbank eurodollar market adequate and reasonable means
do not exist for ascertaining the applicable Adjusted LIBOR, or




     (b) Banks having 25% or more of the aggregate amount of the Commitment
reasonably determine and so advise the Agent that Adjusted LIBOR as reasonably
determined by the Agent will not adequately and fairly reflect the cost to such Banks
or
Bank of funding their or its Eurodollar Loans or Loan for such Interest Period, then
the
Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon
until
the Agent notifies the Borrower that the circumstances giving rise to such suspension
no
longer exist, the obligations of the Banks or of the relevant Bank to make Eurodollar

Loans so affected shall be suspended.



     Section 10.3. Increased Cost and Reduced Return, (a) If, on or after the date hereof, the
adoption of any applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance by any Bank (or
its Lending Office) with any request or directive (whether or not having the force of law but, if
not having the force of law, compliance with which is customary in the relevant jurisdiction) of
any such authority, central bank or comparable agency:




     (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge
with respect to its Eurodollar Loans, its Notes, its Letter(s) of Credit, or its
participation in any thereof, any Reimbursement Obligation owed to it or its obligation to
make Eurodollar Loans, issue a Letter of Credit, or to participate therein, or shall change
the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or
interest on its Eurodollar Loans, Letter(s) of Credit, or participations therein or any
other amounts due under this Agreement in respect of its Eurodollar Loans, Letter(s) of
Credit, any participation therein, any Reimbursement Obligation owed to it, or its
obligation to make Eurodollar Loans, or issue a Letter of Credit, or acquire participations
therein (except for changes in the rate of tax on the overall net income or profits of such
Bank or its Lending Office imposed by the jurisdiction in which such Bank or its lending
office is incorporated, or in which such Bank’s principal executive office or Lending Office
is located); or




     (ii) shall impose, modify or deem applicable any reserve, special deposit or similar
requirement (including, without limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding with respect to any



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Eurodollar Loans any such requirement included in an applicable Eurodollar Reserve
Percentage) against assets of, deposits with or for the account of, or credit extended by,
any Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) or on
the interbank market any other condition affecting its Eurodollar Loans, its Notes, its
Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed
to it, or its obligation to make Eurodollar Loans, or to issue a Letter of Credit, or to
participate therein;


and the result of any of the foregoing is to increase the cost to such Bank (or its Lending
Office) of making or maintaining any Eurodollar Loan, issuing or maintaining a Letter of Credit,
or participating therein, or to reduce the amount of any sum received or receivable by such Bank
(or its Lending Office) under this Agreement or under its Notes with respect thereto, by an amount
deemed by such Bank to be material, then, within fifteen (15) days after demand by such Bank (with
a copy to the Agent), the Borrower shall be obligated to pay to such Bank such additional amount
or amounts as will compensate such Bank for such increased cost or reduction; provided, however,
that such Bank shall promptly notify the Borrower of an event which might cause it to seek
compensation, and the Borrower shall be obligated to pay only such compensation which is incurred
or which arises after the date ninety (90) days prior to the date such notice is given. In the
event any law, rule, regulation or interpretation described above is revoked, declared invalid or
inapplicable or is otherwise rescinded, and as a result thereof a Bank is determined to be
entitled to a refund from the applicable authority for any amount or amounts which were paid or
reimbursed by Borrower to such Bank hereunder, such Bank shall refund such amount or amounts to
Borrower without interest.




     (b) If any Bank or the Agent shall have determined that the adoption, after the date hereof,
of any applicable law, rule or regulation regarding capital adequacy, or any change therein
(including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the
Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 12 CFR Part 225,
Appendix A) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in
any other applicable capital rules heretofore adopted and issued by any governmental authority), or
any change in the interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Lending Office) with any request or directive regarding capital adequacy
(whether or not having the force of law but, if not having the force of law, compliance with which
is customary in the applicable jurisdiction) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on such Bank’s capital, or on
the capital of any corporation controlling such Bank, as a consequence of its obligations hereunder
to a level below that which such Bank could have achieved but for such adoption, change or
compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an
amount deemed by such Bank to be material, then from time to time, within fifteen (15) days after
demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank for such reduction; provided, however, that such
Bank shall promptly notify the Borrower of an event which might cause it to seek compensation, and
the Borrower shall be obligated to pay only such compensation which is incurred or which arises
after the date ninety (90) days prior to the date such notice is given.



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     (c) Each Bank that determines to seek compensation under this Section 10.3 shall notify the
Borrower and the Agent of the circumstances that entitle the Bank to such compensation pursuant to
this Section 10.3 and will designate a different Lending Office if such designation will avoid the
need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank,
be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under
this Section 10.3 and setting forth the additional amount or amounts to be paid to it hereunder
shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank
may use any reasonable averaging and attribution methods.



     Section 10.4. Lending Offices. Each Bank may, at its option, elect to make its Loans hereunder
at the branch, office or affiliate specified on the appropriate signature page hereof (each a
“Lending Office ”) for each type of Loan available hereunder or at such other of its branches,
offices or affiliates as it may from time to time elect and designate in a written notice to the
Borrower and the Agent.



     Section 10.5. Discretion of Bank as to Manner of Funding. Notwithstanding any other provision
of this Agreement, each Bank shall be entitled to fund and maintain its funding of all or any part
of its Loans in any manner it sees fit, it being understood, however, that for the purposes of
this Agreement all determinations hereunder shall be made as if each Bank had actually funded and
maintained each Eurodollar Loan through the purchase of deposits in the eurodollar interbank
market having a maturity corresponding to such Loan’s Interest Period and bearing an interest rate
equal to LIBOR for such Interest Period.



Section 11. The Agent.




     Section 11.1. Appointment and Authorization of Agent. Harris N.A. is the agent for the Banks
under the Existing Credit Agreement. Harris N.A.’s execution of this Agreement shall serve as its
written notice that it resigns as agent under the Existing Credit Agreement and the other Loan
Documents. Each Bank hereby appoints Bank of Montreal as the Agent under the Credit Documents and
hereby authorizes the Agent to take such action as Agent on its behalf and to exercise such powers
under the Credit Documents as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto, including without limitation the power to execute and
deliver an acknowledgement page to the Intercreditor Agreement binding each such Bank with respect
to the provisions thereof to the same effect as if such Bank had itself executed and delivered such
acknowledgement page.



     Section 11.2. Agent and its Affiliates. The Agent shall have the same rights and powers under
this Agreement and the other Credit Documents as any other Bank and may exercise or refrain from
exercising the same as though it were not the Agent, and the Agent and its affiliates may accept
deposits from, lend money to, and generally engage in any kind of business with the Borrower or any
Affiliate of the Borrower as if it were not the Agent under the Credit Documents. The term “Bank”
as used herein and in all other Credit Documents, unless the context otherwise clearly requires,
includes the Agent in its individual capacity as a Bank (if applicable). References in Section 1
hereof to the Agent’s Loans, or to the amount owing to the Agent for which an interest rate is
being determined, refer to the Agent in its individual capacity as a Bank.



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     Section 11.3. Action by Agent. If the Agent receives from the Borrower or a Bank a written
notice of an Event of Default pursuant to Section 8.6(c)(i) hereof, the Agent shall promptly give
each of the Banks written notice thereof. The Banks expressly agree that the Agent is not acting as
a fiduciary of the Banks in respect of the Credit Documents, the Company or otherwise, and nothing
herein or in any of the other Credit Documents shall result in any duties or obligations on the
Agent or any of the Banks except as expressly set forth herein. The obligations of the Agent under
the Credit Documents are only those expressly set forth therein. Without limiting the generality of
the foregoing, the Agent shall not be required to take any action hereunder with respect to any
Default or Event of Default, except as expressly provided in Sections 9.2 and 9.4. In no event,
however, shall the Agent be required to take any action in violation of applicable law or of any
provision of any Credit Document, and the Agent shall in all cases be fully justified in failing or
refusing to act hereunder or under any other Credit Document unless it shall be first indemnified
to its reasonable satisfaction by the Banks against any and all costs, expense, and liability which
may be incurred by it by reason of taking or continuing to take any such action. The Agent shall be
entitled to assume that no Default or Event of Default exists unless notified to the contrary by a
Bank or the Borrower. In all cases in which this Agreement and the other Credit Documents do not
require the Agent to take certain actions, the Agent shall be fully justified in using its
discretion in failing to take or in taking any action hereunder and thereunder.



     Section 11.4. Consultation with Experts. The Agent may consult with legal counsel,
independent public accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.



     Section 11.5. Liability of Agent; Credit Decision. Neither the Agent nor any of its directors,
officers, agents, or employees shall be liable for any action taken or not taken by it in
connection with the Credit Documents (i) with the consent or at the request of the Required Banks
or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Agent nor any
of its directors, officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into or verify (i) any statement, warranty or representation made in connection
with this Agreement, any other Credit Document or any Credit Event; (ii) the performance or
observance of any of the covenants or agreements of the Borrower or any Guarantor contained herein
or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 7
hereof, except receipt of items required to be delivered to the Agent; or (iv) the validity,
effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of
any other Credit Document or of any other documents or writing furnished in connection with any
Credit Document; and the Agent makes no representation of any kind or character with respect to any
such matter mentioned in this sentence. The Agent may execute any of its duties under any of the
Credit Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable
to the Banks, the Borrower, or any Guarantor or any other Person for the default or misconduct of
any such agents or attorneys-in-fact selected with reasonable care. The Agent shall not incur any
liability by acting in reliance upon any notice, consent, certificate, other document or statement
(whether written or oral) believed by it to be genuine or to be sent by the proper party or
parties. In particular and without limiting any of the foregoing, the Agent shall have no
responsibility for confirming the accuracy of any




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Compliance Certificate or other document or instrument received by it under the Credit Documents.
The Agent may treat the payee of any Note as the holder thereof until written notice of transfer
shall have been filed with the Agent signed by such payee in form satisfactory to the Agent. Each
Bank acknowledges that it has independently and without reliance on the Agent or any other Bank,
and based upon such information, investigations and inquiries as it deems appropriate, made its own
credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit
Documents. It shall be the responsibility of each Bank to keep itself informed as to the
creditworthiness of the Borrower and the Guarantors, and the Agent shall have no liability to any
Bank with respect thereto.




     Section 11.6. Indemnity. The Banks shall ratably, in accordance with their respective
Percentages, indemnify and hold the Agent, and its directors, officers, employees, agents and
representatives harmless from and against any liabilities, losses, costs or expenses suffered or
incurred by it under any Credit Document or in connection with the transactions contemplated
thereby, regardless of when asserted or arising, except to the extent they are promptly reimbursed
for the same by the Borrower and except to the extent that any event giving rise to a claim was
caused by the gross negligence or willful misconduct of the party seeking to be indemnified. The
obligations of the Banks under this Section 11.6 shall survive termination of this Agreement.



     Section 11.7. Resignation of Agent and Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Banks and the Borrower. Upon any such resignation of the
Agent, the Required Banks shall have the right to appoint a successor Agent with the consent of the
Borrower. If no successor Agent shall have been so appointed by the Required Banks, and shall have
accepted such appointment, within thirty (30) days after the retiring Agent’s giving of notice of
resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which
shall be any Bank hereunder or any commercial bank organized under the laws of the United States of
America or of any State thereof and having a combined capital and surplus of at least $200,000,000.
Upon the acceptance of its appointment as the Agent hereunder, such successor Agent shall thereupon
succeed to and become vested with all the rights and duties of the retiring or removed Agent under
the Credit Documents, and the retiring Agent shall be discharged from its duties and obligations
thereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this
Section 11 and all protective provisions of the other Credit Documents shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Agent.



     Section 11.8. Designation of Additional Agents. The Agent shall have the continuing right, for
purposes hereof, at any time and from time to time to designate one or more of the Banks (and/or
its or their Affiliates) as “syndication agents,” “documentation agents,” “arrangers” or other
designations for purposes hereto, but such designation shall have not substantive effect, and such
Banks and their Affiliates shall have no additional powers, duties or responsibilities as a result
thereof.



     Section 11.9. Hedging Liability. By virtue of a Bank’s execution of this Agreement or an
assignment agreement pursuant to Section 13.12 hereof, as the case may be, any Affiliate of such
Bank with whom the Borrower or any Subsidiary has entered into an agreement creating Hedging
Liability shall be deemed a Bank party hereto for purposes of any reference herein to



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the parties
for whom the Agent is acting, it being understood and agreed that the rights and benefits of such
Affiliate hereunder consist exclusively of such Affiliate’s right to share in payments and
collections out of the Subsidiary Guaranties. In connection with any such distribution of such
payments and collections, the Agent shall be entitled to assume no amounts are due to any Bank or
its Affiliate with respect to Hedging Liability unless such Bank has notified the Agent in writing
of the amount of any such liability owed to it or its Affiliate prior to such distribution.



     Section 11.10. L/C Issuer and Swing Line Lender. The L/C Issuer shall act on behalf of the
Banks with respect to any Letters of Credit issued by it and the documents associated therewith,
and the Swing Line Lender shall act on behalf of the Banks with respect to the Swing Loans made
hereunder. The L/C Issuer and Swing Line Lender shall each have all of the benefits and immunities
(i) provided to the Agent in this Section 11 with respect to any acts taken or omissions suffered
by the L/C Issuer or the Swing Line Lender in connection with Letters of Credit issued by it or
proposed to be issued by it and the Applications pertaining to such Letters of Credit or Swing
Loans made hereunder, as applicable, as fully as if the term “Agent”, as used in this Section 11,
included the L/C Issuer and the Swing Line Lender with respect to such acts or omissions and
(ii) as additionally provided in this Agreement with respect to such L/C Issuer or Swing Line
Lender, as applicable.



Section 12. The Guarantees.




     Section 12.1. The Guarantees. To induce the Banks to provide the credits described herein and
in consideration of benefits expected to accrue to each Guarantor by reason of the Commitments and
for other good and valuable consideration, receipt of which is hereby acknowledged, each Guarantor
hereby unconditionally and irrevocably guarantees jointly and severally to the Agent, on behalf of
and for the benefit of the Banks and each other holder of an Obligation or of Hedging Liability,
(i) the due and punctual payment of all present and future indebtedness of the Borrower evidenced
by or arising out of the Credit Documents, including, but not limited to, the due and punctual
payment of principal of and interest on the Notes, the Reimbursement Obligations, and the due and
punctual payment of all other Obligations now or hereafter owed by the Borrower under the Credit
Documents, and (ii) the due and punctual payment of all present and future Hedging Liability, as
and when the same shall become due and payable, whether at stated maturity, by acceleration or
otherwise, according to the terms hereof and thereof. In case of failure by the Borrower punctually
to pay any indebtedness or other Obligations or Hedging Liability guaranteed hereby, each Guarantor
hereby unconditionally agrees jointly and severally to make such payment or to cause such payment
to be made punctually as and when the same shall become due and payable, whether at stated
maturity, by acceleration or otherwise, and as if such payment were made by the Borrower.



     Section 12.2. Guarantee Unconditional. The obligations of each Guarantor as a guarantor under
this Section 12 shall be unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by:



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     (a) any extension, renewal, settlement, compromise, waiver or release in respect of
any obligation of the Borrower or of any other Guarantor under this Agreement or any other
Credit Document or by operation of law or otherwise;




     (b) any modification or amendment of or supplement to this Agreement or any other
Credit Document;




     (c) any change in the corporate existence, structure or ownership of, or any
insolvency, bankruptcy, reorganization or other similar proceeding affecting, the Borrower,
any other Guarantor, or any of their respective assets, or any resulting release or
discharge of any obligation of the Borrower or of any other Guarantor contained in any
Credit Document;




     (d) the existence of any claim, set-off or other rights which the Guarantor may have
at any time against the Agent, any Bank or any other Person, whether or not arising in
connection herewith;




     (e) any failure to assert, or any assertion of, any claim or demand or any exercise
of, or failure to exercise, any rights or remedies against the Borrower, any other
Guarantor or any other Person or Property;




     (f) any application of any sums by whomsoever paid or howsoever realized to any
obligation of the Borrower, regardless of what obligations of the Borrower remain unpaid;




     (g) any invalidity or unenforceability relating to or against the Borrower or any
other Guarantor for any reason of this Agreement or of any other Credit Document or any
provision of applicable law or regulation purporting to prohibit the payment by the
Borrower or any other Guarantor of the principal of or interest on any Note or any other
amount payable by it under the Credit Documents; or




     (h) any other act or omission to act or delay of any kind by the Agent, any Bank or
any other Person or any other circumstance whatsoever that might, but for the provisions of
this paragraph, constitute a legal or equitable discharge of the obligations of the
Guarantor under this Section 12.



     Section 12.3. Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances.
Each Guarantor’s obligations under this Section 12 shall remain in full force and effect until the
Commitments are terminated and the principal of and interest on the Notes and all other amounts
payable by the Borrower under this Agreement and all other Credit Documents and, if then
outstanding and unpaid, all Hedging Liability, shall have been paid in full. If at any time any
payment of the principal of or interest on any Note or any other amount payable by the Borrower
under the Credit Documents is rescinded or must be otherwise restored or returned upon the
insolvency, bankruptcy or reorganization of the Borrower or of a Guarantor, or otherwise, each
Guarantor’s obligations under this Section 12 with respect to such payment shall



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be reinstated at such time as though such payment had become due but had not been made at such
time.



     Section 12.4. Waivers. (a) General. Each Guarantor irrevocably waives acceptance hereof,
presentment, demand, protest and any notice not provided for herein, as well as any requirement
that at any time any action be taken by the Agent, any Bank or any other Person against the
Borrower, another Guarantor or any other Person.



       (b) Subrogation and Contribution. Unless and until the Obligations and Hedging Liability have
been fully paid and satisfied and the Commitments have terminated, each Guarantor hereby
irrevocably waives any claim or other right it may now or hereafter acquire against the Borrower or
any other Guarantor that arises from the existence, payment, performance or enforcement of such
Guarantor’s obligations under this Section 12 or any other Credit Document, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or
any right to participate in any claim or remedy of the Agent, any Bank or any other holder of an
Obligation or Hedging Liability against the Borrower or any other Guarantor whether or not such
claim, remedy or right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from the Borrower or any other Guarantor directly
or indirectly, in cash or other property or by set-off or in any other manner, payment or security
on account of such claim or other right.



     Section 12.5. Limit on Recovery. Notwithstanding any other provision hereof, the right to
recovery of the holders of the Obligations against each Guarantor under this Section 12 shall not
exceed $1.00 less than the amount which would render such Guarantor’s obligations under this
Section 12 void or voidable under applicable law, including without limitation fraudulent
conveyance law.



     Section 12.6. Stay of Acceleration. If acceleration of the time for payment of any amount
payable by the Borrower under this Agreement or any other Credit Document or with respect to any
Hedging Liability is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all
such amounts otherwise subject to acceleration under the terms of this Agreement or the other
Credit Documents or under any agreement establishing Hedging Liability shall nonetheless be payable
jointly and severally by the Guarantors hereunder forthwith on demand by the Agent made at the
request of the Required Banks.



     Section 12.7. Benefit to Guarantors. The Borrower and all of the Guarantors are engaged in
related businesses and integrated to such an extent that the financial strength and flexibility of
the Borrower and each Guarantor has a direct impact on the success of each other Guarantor. Each
Guarantor will derive substantial direct and indirect benefit from the extension of credit
hereunder.



     Section 12.8. Guarantor Covenants. Each Guarantor shall take such action as the Borrower is
required by this Agreement to cause such Guarantor to take, and shall refrain
from taking such action as the Borrower is required by this Agreement to prohibit such
Guarantor from taking.



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Section
13. Miscellaneous.




     Section 13.1. Withholding Taxes. (a) Payments Free of Withholding. Except as otherwise
required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and each
Guarantor under this Agreement or the other Credit Documents shall be made without withholding for
or on account of any present or future taxes (other than overall net income taxes on the recipient)
imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any
jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any
political subdivision or taxing authority thereof or therein. If any such withholding is so
required, the Borrower or relevant Guarantor shall make the withholding, pay the amount withheld to
the appropriate governmental authority before penalties attach thereto or interest accrues thereon
and forthwith pay such additional amount as may be necessary to ensure that the net amount actually
received by each Bank and the Agent free and clear of such taxes (including such taxes on such
additional amount) is equal to the amount which that Bank or the Agent (as the case may be) would
have received had such withholding not been made. If the Agent, or any Bank pays any amount in
respect of any such taxes, penalties or interest the Borrower shall reimburse the Agent, or that
Bank for that payment on demand in the currency in which such payment was made. If the Borrower or
any Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts
evidencing that payment or certified copies thereof to the Bank or Agent on whose account such
withholding was made (with a copy to the Agent if not the recipient of the original) on or before
the thirtieth day after payment. If any Bank or the Agent determines it has received or been
granted a credit against or relief or remission for, or repayment of, any taxes paid or payable by
it because of any taxes, penalties or interest paid by the Borrower or any Guarantor and evidenced
by such a tax receipt, such Bank or Agent shall, to the extent it can do so without prejudice to
the retention of the amount of such credit, relief, remission or repayment, pay to the Borrower or
such Guarantor as applicable, such amount as such Bank or Agent determines is attributable to such
deduction or withholding and which will leave such Bank or Agent (after such payment) in no better
or worse position than it would have been in if the Borrower had not been required to make such
deduction or withholding. Nothing in this Agreement shall interfere with the right of each Bank and
the Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Bank or the
Agent to disclose any information relating to its tax affairs or any computations in connection
with such taxes.



       (b) U.S. Withholding Tax Exemptions. Each Bank that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) (a “Non-U.S. Person”) shall submit to the
Borrower and the Agent on or before the earlier of the date the initial Borrowing is made hereunder
and thirty (30) days after the date hereof, two duly completed and signed copies of either Form W-8
BEN (relating to such Bank and entitling it to a complete exemption from withholding under the Code
on all amounts to be received by such Bank, including fees, pursuant to the Credit Documents and
the Loans) or Form W-8 ECI (relating to all amounts to be received by such Bank, including fees,
pursuant to the Credit Documents and the Loans) of the United States Internal Revenue Service or,
in the case of any Bank exempt from United States Federal
withholding tax pursuant to Sections 871(h) or 881(c) of the Code, a Form W-8 or any successor
applicable form (a “Form W-8”) together with a statement under penalty of perjury that such Bank is
not a “bank” under Section 881(c)(3) of the Code. Thereafter and from time to time, each Bank
shall submit to the Borrower and the Agent such additional duly completed and



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signed copies of one or the other of such Forms (or such successor forms as shall be adopted from
time to time by the relevant United States taxing authorities) as may be (i) requested by the
Borrower in a written notice, directly or through the Agent, to such Bank and (ii) required under
then-current United States law or regulations to avoid or reduce United States withholding taxes on
payments in respect of all amounts to be received by such Bank, including fees, pursuant to the
Credit Documents or the Loans. Each Bank that is a Non-U.S. Person and that is a party hereto as of
the Closing Date hereby represents and warrants that, as of the Closing Date, payments made to it
hereunder are exempt from the withholding of United States Federal income taxes (i) because such
payments are effectively connected with a United States trade or business conducted by such
Non-U.S. Person; (ii) pursuant to the terms of an income tax treaty between the United States and
such Non-U.S. Person’s country of residence; or (iii) because such payments are portfolio interest
exempt pursuant to Sections 871(h) or 881(c) of the Code.



       (c) Inability of Bank to Submit Forms. If any Bank determines, as a result of any change in
applicable law, regulation or treaty, or in any official application or interpretation thereof,
that it is unable to submit to the Borrower or Agent any form or certificate that such Bank is
obligated to submit pursuant to subsection (b) of this Section 13.1. or that such Bank is required
to withdraw or cancel any such form or certificate previously submitted or any such form or
certificate otherwise becomes ineffective or inaccurate, such Bank shall promptly notify the
Borrower and Agent of such fact and the Bank shall to that extent not be obligated to provide any
such form or certificate and will be entitled to withdraw or cancel any affected form or
certificate, as applicable.



       (d) Exception. Notwithstanding any provision of Section 13.1(a) above to the contrary, the
Borrower shall not have any obligation to pay any taxes or to indemnify any Bank for such taxes
pursuant to this Section 13.1 to the extent that such taxes result from (i) the failure of any Bank
to comply with its obligations pursuant to Section 13.1(b) or (ii) any representation made on Form
W-8 BEN , W-8 ECI or W-8 or successor applicable form or certification by any Bank incurring such
taxes proving to have been incorrect, false or misleading in any material respect when so made or
deemed to be made.



     Section 13.2. No Waiver of Rights. No delay or failure on the part of the Agent or any Bank or
on the part of the holder or holders of any Note in the exercise of any power or right under any
Credit Document shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall
any single or partial exercise thereof preclude any other or further exercise of any other power or
right, and the rights and remedies hereunder of the Agent, the Banks and the holder or holders of
any Notes are cumulative to, and not exclusive of, any rights or remedies which any of them would
otherwise have.



     Section 13.3. Non-Business Day. If any payment of principal or interest on any Loan or of any
other Obligation shall fall due on a day which is not a Business Day, interest or fees (as
applicable) at the rate, if any, such Loan or other Obligation bears for the period
prior to maturity shall continue to accrue on such Obligation from the stated due date thereof
to and including the next succeeding Business Day, on which the same shall be payable.



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     Section 13.4. Documentary Taxes. The Borrower agrees that it will pay any documentary, stamp
or similar taxes payable in respect to any Credit Document, including interest and penalties, in
the event any such taxes are assessed, irrespective of when such assessment is made and whether or
not any credit is then in use or available hereunder.



     Section 13.5. Survival of Representations. All representations and warranties made herein or
in certificates given pursuant hereto shall survive the execution and delivery of this Agreement
and the other Credit Documents, and shall continue in full force and effect with respect to the
date as of which they were made as long as any credit is in use or available hereunder.



     Section 13.6. Survival of Indemnities. All indemnities and all other provisions relative to
reimbursement to the Banks of amounts sufficient to protect the yield of the Banks with respect to
the Loans, including, but not limited to, Section 2.4, Section 10.3 and Section 13.15 hereof, shall
survive the termination of this Agreement and the other Credit Documents and the payment of the
Loans and all other Obligations.



     Section 13.7. Sharing of Set-Off. Each Bank agrees with each other Bank a party hereto that if
such Bank shall receive and retain any payment, whether by set-off or application of deposit
balances or otherwise (“Set-off”), on any of the Loans or Reimbursement Obligations in excess of
its ratable share of payments on all such Obligations then outstanding to the Banks, then such Bank
shall purchase for cash at face value, but without recourse, ratably from each of the other Banks
such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such
other Banks (or interest therein) as shall be necessary to cause such Bank to share such excess
payment ratably with all the other Banks; provided, however, that if any such purchase is made by
any Bank, and if such excess payment or part thereof is thereafter recovered from such purchasing
Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price
restored as to the portion of such excess payment so recovered, but without interest. For purposes
of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement
Obligations in which Banks have been required to fund their participation shall be treated as
amounts owed to or recovered by the L/C Issuer as a Bank hereunder. Without limiting the foregoing,
each Bank acknowledges its obligations to share payments received from the Guarantors pursuant to
the terms of the Intercreditor Agreement.



-66-









 





     Section 13.8. Notices. Except as otherwise specified herein, all notices under the Credit
Documents shall be in writing (including telecopy or other electronic communication) and shall be
given to a party hereunder at its address or telecopier number set forth below or such other
address or telecopier number as such party may hereafter specify by notice to the Agent and the
Borrower, given by courier, by United States certified or registered mail, or by other
telecommunication device capable of creating a written record of such notice and its receipt.
Notices under the Credit Documents to the Banks and the Agent shall be addressed to their
respective addresses, telecopier or telephone numbers set forth on the signature pages hereof, and
to the Borrower and the Guarantors to:


Federal Signal Corporation

1415 West 22nd Street

Oak Brook, Illinois 60523-9945

Attention:      Treasurer

Telecopy:      (630) 954-2041

Telephone:    (630) 954-2000

cc: General Counsel (at same address)




       Each such notice, request or other communication shall be effective (i) if given by
telecopier, when such telecopy is transmitted to the telecopier number specified in this
Section 13.8 or on the signature pages hereof and a confirmation of receipt of such telecopy has
been received by the sender, (ii) if given by courier, when delivered, (iii) if given by mail,
three business days after such communication is deposited in the mail, registered with return
receipt requested, addressed as aforesaid or (iv) if given by any other means, when delivered at
the addresses specified in this Section 13.8 or on the signature pages hereof; provided that any
notice given pursuant to Section 1 hereof shall be effective only upon receipt.



     Section 13.9. Counterparts. This Agreement may be executed in any number of counterpart
signature pages, and by the different parties on different counterparts, each of which when
executed shall be deemed an original but all such counterparts taken together shall constitute one
and the same instrument.



     Section 13.10. Successors and Assigns. This Agreement shall be binding upon the Borrower and
its successors and assigns, and shall inure to the benefit of each of the Banks and the benefit of
their respective successors and assigns, including any subsequent holder of any Note. The Borrower
may not assign any of its rights or obligations under any Credit Document without the written
consent of all of the Banks and with respect to any letter of credit or the Application therefor,
the L/C Issuer.



     Section 13.11. Participants. Each Bank shall have the right at its own cost to grant
participations (to be evidenced by one or more agreements or certificates of participation) in the
Loans made and Reimbursement Obligations and/or Commitments held by such Bank at any time and from
time to time, to one or more other banks, insurance companies, commercial lenders and other
financial institutions; provided that no such
participation shall relieve any Bank of any of its obligations under this Agreement, and
provided further that no such assignee



-67-









 







or participant shall have any rights under this Agreement except as provided in this Section 13.11,
and the Agent shall have no obligation or responsibility to such participant. Any party to which
such a participation has been granted shall have the benefits of Section 2.4 and Section 10.3
hereof but shall not be entitled to receive any greater payment under either such Section than the
Bank granting such participation would have been entitled to receive with respect to the rights
transferred. Any agreement pursuant to which any Bank may grant such a participating interest shall
provide that such Bank shall retain the sole right and responsibility to enforce the obligations of
the Borrower hereunder including, without limitation, the right to approve any amendment or
modification or waiver of any provision of the Loan Documents; provided that such participation
agreement may provide that such Bank will not agree to any modification, amendment or waiver of the
Loan Documents that would (A) increase any Commitment of such Bank if such increase would also
increase the participant’s obligations, (B) forgive any amount of or postpone the date for payment
of any principal of or interest on any Loan or of any fee payable hereunder in which such
participant has an interest or (C) reduce the stated rate at which interest or fees accrue or other
amounts payable hereunder in which such participant has an interest. The Borrower and each
Guarantor authorizes each Bank to disclose to any participant or prospective participant under this
Section 13.11 any financial or other information pertaining to the Borrower or any Guarantor,
subject to Section 13.20 hereof.



     Section 13.12. Assignments. (a) Any Bank may at any time assign to one or more Eligible
Assignees all or a portion of such Bank’s rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans at the time owing to it); provided that any such
assignment shall be subject to the following conditions:



       (i) Minimum Amounts. (A) In the case of an assignment of the entire remaining amount of the
assigning Bank’s Commitment and the Loans and participation interest in L/C Obligations at the time
owing to it or in the case of an assignment to a Bank, an Affiliate of a Bank or an Approved Fund,
no minimum amount need be assigned; and (B) in any case not described in subsection (a)(i)(A) of
this Section, the aggregate amount of the Commitment (which for this purpose includes Loans and
participation interest in L/C Obligations outstanding thereunder) or, if the applicable Commitment
is not then in effect, the principal outstanding balance of the Loans and participation interest in
L/C Obligations of the assigning Bank subject to each such assignment (determined as of the date
the Assignment and Acceptance with respect to such assignment is accepted and recorded by the
Agent) shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving
Credit, unless each of the Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or
delayed);



       (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Bank’s rights and obligations under this Agreement with
respect to the Loan or the Commitment assigned.



       (iii) Required Consents. No consent shall be required for any assignment except to the extent
required by Section 13.12(a)(i)(B) and, in addition:



-68-









 






     (a) the consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (x) an Event of Default has occurred and is continuing at
the time of such assignment or (y) such assignment is to a Bank, an Affiliate of a Bank or
an Approved Fund;




     (b) the consent of the Agent (such consent not to be unreasonably withheld or delayed)
shall be required for assignments in respect of the Revolving Credit if such assignment is
to a Person that is not a Bank with a Commitment in respect of such facility, an Affiliate
of such Bank or an Approved Fund with respect to such Bank; and




     (c) the consent of the L/C Issuer (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of the assignee
to participate in exposure under one or more Letters of Credit (whether or not then
outstanding).



       (iv) Assignment and Acceptance. The parties to each assignment shall execute and deliver to
the Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500.



       (v) No Assignment to Borrower or Parent. No such assignment shall be made to the Borrower or
any of its Affiliates or Subsidiaries.



       (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.


Subject to acceptance and recording thereof by the Agent pursuant to Section 13.12(b) hereof, from
and after the effective date specified in each Assignment and Acceptance, the assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Bank under this Agreement, and the assigning
Bank thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Bank’s rights and obligations under this Agreement, such
Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of
Sections 13.6 and 13.15 with respect to facts and circumstances occurring prior to the effective
date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this
Agreement that does not comply with this Section shall be treated for purposes of this Agreement as
a sale by such Bank of a participation in such rights and obligations in accordance with Section
13.11 hereof.




       (b) Register. The Agent, acting solely for this purpose as an agent of the Borrower, shall
maintain at one of its offices in Chicago, Illinois, a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of the Banks, and the
Commitments of, and principal amounts of the Loans owing to, each Bank pursuant to the terms hereof
from time to time (the “Register”). The entries in
the Register shall be conclusive, and the Borrower, the Agent, and the Banks may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for
all purposes of this



-69-









 







Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection
by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior
notice.



       (c) Any Bank may at any time pledge or grant a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Bank, including any such pledge or grant
to a Federal Reserve Bank, and this Section shall not apply to any such pledge or grant of a
security interest; provided that no such pledge or grant of a security interest shall release a
Bank from any of its obligations hereunder or substitute any such pledgee or secured party for such
Bank as a party hereto; provided further, however, the right of any such pledgee or grantee (other
than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or
granted to it, whether by means of foreclosure or otherwise, shall be at all times subject to the
terms of this Agreement.



       (d) Assignment of Commitments under Certain Circumstances. If (a) any Bank (i) shall have
delivered a notice or certificate pursuant to Section 10.3, (ii) shall become subject to the
provisions of Section 10.1 or (iii) shall fail or refuse to fund its portion of any Loan or any
amount with respect to any Letter of Credit for any reason other than the failure of the Borrower
to satisfy the conditions precedent to the making of such Loan or issuance of such Letter of Credit
hereunder, or (b) the Borrower shall be required to make additional payments to any Bank under
Section 13.1 (or would be required to make such additional payments with respect to any future
interest payment), the Borrower shall have the right, but not the obligation, at its own expense,
upon notice to such Bank and the Agent, to replace such Bank with an assignee (in accordance with
and subject to the restrictions contained in Section 13.12(a) hereof), and such Bank hereby agrees
to transfer and assign without recourse (in accordance with and subject to the restrictions
contained in Section 13.12(a) hereof) all of such assigning Bank’s interests, rights and
obligations under this Agreement to such assignee; provided, however, that (A) no such assignment
shall conflict with any law or any rule, regulation or order of any governmental authority, (B)
such assignee Bank shall pay to the affected Bank in immediately available funds on the date of
such assignment the principal of the Loans made by such Bank hereunder and the amount of any
Reimbursement Obligations funded by such Bank hereunder, (C) the Borrower must exercise its right
to replace such Bank within forty-five (45) days of the event giving rise to the Borrower’s right
to so replace such Bank, and (D) the Borrower shall pay to the affected Bank in immediately
available funds on the date of such assignment the interest accrued to the date of payment on the
Loans made by such Bank hereunder and all other amounts accrued for such Bank’s account or owed to
it hereunder, together with amounts due the affected Bank under Section 2.4 hereunder as if the
Loans owing to it were repaid on such date rather than assigned, and provided that any assignment
fees or other expenses otherwise payable to the Agent in connection with such assignment pursuant
to Section 13.12(a) shall be paid by the Borrower.



     Section 13.13. Amendments. Any provision of the Credit Documents may be amended or waived if,
but only if, such amendment or waiver is in writing and is signed by (a) the
Borrower, (b) the Required Banks, and (c) if the rights or duties of the Agent, the Swing Line
Lender or the L/C Issuer are affected thereby, the Agent, the Swing Line Lender or the L/C Issuer,
as applicable; provided that:



-70-









 






     (i) no amendment or waiver pursuant to this Section 13.13 shall (A) increase any
Commitment of any Bank without the consent of such Bank or (B)  forgive, or reduce the
amount of, or postpone any fixed date for payment of, any principal of or interest on any
Loan or of any Reimbursement Obligation or any fee payable hereunder without the consent of
each Bank or (C) reduce the stated rate at which interest or any fee hereunder is
calculated or (D) change the Termination Date without the consent of each Bank; and




     (ii) no amendment or waiver pursuant to this Section 13.13 shall, unless signed by
each Bank, change any provision of Section 7, Section 10, this Section 13.13, or the
definition of Required Banks, or affect the number of Banks required to take any action
under the Credit Documents, or release all or substantially all (in value) of the
Guarantors from the Subsidiary Guaranty (except to the extent such release is required
pursuant to Section 8.11 hereof).



     Section 13.14. Headings. Section headings used in this Agreement are for reference only and
shall not affect the construction of this Agreement.



     Section 13.15. Legal Fees, Other Costs and Indemnification. The Borrower agrees to pay all
reasonable out-of-pocket costs and expenses of the Agent in connection with the preparation and
negotiation of the Credit Documents, including without limitation, the reasonable fees and
disbursements of Chapman and Cutler, counsel to the Agent, in connection with the preparation and
execution of the Credit Documents, and any amendment, waiver or consent related hereto, whether or
not the transactions contemplated herein are consummated. The Borrower further agrees to indemnify
each Bank, the Agent, and their respective directors, officers and employees (collectively,
“Indemnified Parties”), against all losses, claims, damages, penalties, judgments, liabilities and
related expenses (including, without limitation, all expenses of litigation or preparation
therefor, whether or not the Indemnified Party is a party thereto) which any of them may incur or
reasonably pay arising out of or relating to any Credit Document or any of the transactions
contemplated thereby or the direct or indirect application or proposed application of the proceeds
of any Loan or any Letter of Credit or in connection with the enforcement of by the Indemnified
Parties of their rights under any Credit Document, other than those which arise from the gross
negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand
by the Agent or a Bank at any time, shall reimburse the Agent or such Bank for any reasonable legal
or other expenses incurred in connection with investigating or defending against any of the
foregoing except if the same is directly due to the gross negligence or willful misconduct of the
party to be indemnified.



     Section 13.16. Set Off. In addition to any rights now or hereafter granted under applicable
law and not by way of limitation of any such rights, upon the occurrence of any Event of Default
and upon the acceleration of all amounts owing hereunder, each Bank and each subsequent holder of
any Note is hereby authorized by the Borrower and each Guarantor at any time or from time to time,
with notice to the Borrower simultaneously therewith or promptly thereafter, but without notice, to
the Guarantors or
to any other Person, any such additional notice being hereby expressly waived, to set off and
to appropriate and to apply any and all deposits (general or special, including, but not limited
to, Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not
including trust accounts, and in whatever currency denominated)



-71-









 







and any other Indebtedness at any time held or owing by that Bank or that subsequent holder to or
for the credit or the account of the Borrower or any Guarantor, whether or not matured, against and
on account of the obligations and liabilities of the Borrower or any Guarantor to that Bank or that
subsequent holder under the Credit Documents, including, but not limited to, all claims of any
nature or description arising out of or connected with the Credit Documents, irrespective of
whether or not (a) that Bank or that subsequent holder shall have made any demand hereunder or
(b) the principal of or the interest on the Loans or Notes and other amounts due hereunder shall
have become due and payable pursuant to Section 7 and although said obligations and liabilities, or
any of them, may be contingent or unmatured.



     Section 13.17. Entire Agreement. The Credit Documents constitute the entire understanding of
the parties thereto with respect to the subject matter thereof and any prior or contemporaneous
agreements, whether written or oral, with respect thereto are superseded thereby.



     Section 13.18. Governing Law. This Agreement and the other Credit Documents, and the rights
and duties of the parties hereto, shall be construed and determined in accordance with the internal
laws of the State of Illinois.



     Section 13.19. Submission to Jurisdiction; Waiver of Jury Trial. The Borrower and each
Guarantor hereby submits to the nonexclusive jurisdiction of the United States District Court for
the Northern District of Illinois and of any Illinois State court sitting in the City of Chicago
for purposes of all legal proceedings arising out of or relating to this Agreement, the other
Credit Documents or the transactions contemplated hereby or thereby. The Borrower and each
Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may
now or hereafter have to the laying of the venue of any such proceeding brought in such a court and
any claim that any such proceeding brought in such a court has been brought in an inconvenient
forum. The Borrower, each Guarantor, the Agent, and each Bank hereby irrevocably waives any and all
right to trial by jury in any legal proceeding arising out of or relating to any Credit Document or
the transactions contemplated thereby.



     Section 13.20. Confidentiality. Each Bank agrees to maintain in confidence and not to disclose
without the Borrower’s consent (other than to its employees, affiliates, auditors, counsel or other
professional advisors, or to another Bank, each of which shall also be bound by this Section 13.20)
any information concerning the Borrower or any of its Subsidiaries furnished pursuant to this
Agreement and not previously disclosed in any filing made by the Borrower with the SEC; provided
that any Bank may disclose any such information (a) that has become generally available to the
public, (b) if required or appropriate in any report, statement or testimony submitted to any
regulatory body having or claiming to have jurisdiction over such Bank, (c) if required or
appropriate in
response to any summons or subpoena or in connection with any litigation, (d) in order to
comply with any law, order, regulation or ruling applicable to such Bank, or (e) to any prospective
or actual participant under Section 13.11 or 13.12 hereof in connection with any contemplated or
actual transfer of a participating or other interest in such Bank’s rights or obligations
hereunder; provided, that (i) such actual or prospective transferee executes an agreement with such
Bank containing provisions substantially identical to those contained in this Section 13.20 and
(ii) in the case of any disclosure under subsection (c) above,



-72-









 







such Bank shall (to the extent
permitted by applicable law) notify the Borrower of such disclosure so that the Borrower may seek
an appropriate protective order or waive such Bank’s compliance with the provisions of this
Section, it being understood that if the Borrower has no right to obtain such a protective order or
if the Borrower does not commence procedures to obtain such a protective order within ten business
days of the receipt of such notice, such Bank’s compliance with this Section shall be deemed to
have been waived with respect to such disclosure. Notwithstanding anything herein to the contrary,
confidential information shall not include, and each Bank (and each employee, representative or
other agent of any Bank) may disclose to any and all Persons, without limitation of any kind, the
“tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation
Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are or have been provided to such Bank relating to such tax
treatment or tax structure; provided that with respect to any document or similar item that in
either case contains information concerning such tax treatment or tax structure of the transactions
contemplated hereby as well as other information, this sentence shall only apply to such portions
of the document or similar item that relate to such tax treatment or tax structure.



     Section 13.21. USA Patriot Act. Each Bank that is subject to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby
notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain,
verify, and record information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Bank to identify the
Borrower in accordance with the Act.



     Section 13.22. Amendment and Restatement. This Agreement amends and restates the Existing
Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the
Existing Agreement or the indebtedness, obligations and liabilities of the Borrower and the
Guarantors evidenced or provided for thereunder.



       Section 13.23. Currency. Each reference in this Agreement to U.S. Dollars or to an Alternative
Currency (the “relevant currency”) is of the essence. To the fullest extent permitted by law, the
obligation of the Borrower and each Alternative Currency Borrower in respect of any amount due in
the relevant currency under this Agreement and the other Credit Documents shall, notwithstanding
any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only
to the extent of the amount in the relevant currency that the Person entitled to receive such
payment may, in
accordance with normal banking procedures, purchase with the sum paid in such other currency
(after any premium and costs of exchange) on the Business Day immediately following the day on
which such Person receives such payment. If the amount of the relevant currency so purchased is
less than the sum originally due to such Person in the relevant currency, the Borrower or relevant
Alternative Currency Borrower agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify such Person against such loss, and if the amount of the specified currency
so purchased exceeds the sum of (a)  the amount originally due to the relevant Person in the
specified currency plus (b) any amounts shared with other Lenders as a result of allocations of
such excess as a disproportionate payment to such Person under Section  13.7 hereof, such Person
agrees to remit such excess to the Borrower.



-73-









 





       Upon
your acceptance hereof in the maner hereinafter set forth, this Agreement (including the
paragraph set forth below under the heading “Withdrawal of
Departing Banks”) shall be a
contract between us for the purposes hereinabove set forth.



       Dated as of April 25, 2007.



	 	 	 	 	 	 	 	 	 
	 	 	 “Borrower”	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Federal Signal Corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ David Janer	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Janer	 	 
	 

	 	 	 	Title:
	 	VP & TREASURER	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Stephanie K. Kushner	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Stephanie K. Kushner	 	 
	 

	 	 	 	Title:
	 	VP
& CFO	 	 






Federal
Signal & Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 





“GUARANTORS”



E-One,
Inc. (F/K/A Emergency One, Inc.)

Vactor Manufacturing, Inc.

Elgin Sweeper Company

Dayton Progress Corporation

P.C.S. Company

Federal APD Incorporated.

FS Depot, Inc.

E-One New York, Inc.

Federal Sign and Signal, Inc.

Dayton Progress International Corporation

Guzzler Manufacturing Inc.

Emergency Vehicle Solutions of
Southern California

Federal Merger Corporation

Federal Signal Credit Corporation

FS Holding, Inc.

Victor Products USA, Incorporated

Jamestown Precision Tooling, Inc.

Jetstream of Houston, Inc.

Jetstream of Houston, LLP

Pauluhn Electric Mfg. Co. Inc.

Pauluhn Electric Manufacturing, LLP

Athey Product, Inc.

Federal Sign, Inc.

Emergency One, Inc.




	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ David Janer	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Janer	 	 
	 

	 	 	 	Title:
	 	VP
& TREASURER	 	 






Federal Signal Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	 	 	Bank of Montreal, as
Agent and L/C Issuer
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Patrick J. Mcdonnell	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	PATRICK J. MCDONNELL	 	 
	 

	 	 	 	Title:
	 	MANAGING DIRECTOR	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Harris N.A., as an L/C Issuer with respect
to the Existing Letters of Credit only
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Patrick J. McDonnell	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	PATRICK J. MCDONNELL	 	 
	 

	 	 	 	Title:
	 	MANAGING DIRECTOR	 	 






Federal Signal Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 





Accepted
and Agreed to as of the day and year last above written.




	 	 	 	 	 	 	 	 	 
	Address:	 	Bmo Capital
Markets Financing, Inc., in its
individual capacity as a Bank and as Swing
Line Lender






111 West Monroe Street

Chicago, Illinois 60603

Attn.: Patrick McDonnell




	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Patrick J. McDonnell	 	 
	 	 	 	 	 	 	 
	Telecopy: (312) 461-5225

	 	 	 	Name:
	 	PATRICK J. MCDONNELL	 	 
	Telephone: (312) 461-2735

	 	 	 	Title:
	 	MANAGING DIRECTOR	 	 






Lending Offices:




Base Rate Loans:



111 West Monroe Street

Chicago, Illinois 60603

Attn.: 10 West




Eurodollar Loans:



111 West Monroe Street

Chicago, Illinois 60603

Attn.: l0 West




Federal Signal Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	Address:	 	National
City Bank, in its individual capacity
as a Bank and as Syndication Agent






 1
North Franklin, 36th Floor
 Chicago,
Illinois 60606
 Attn.:
John Hinard




	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Jon R. Hinard	 	 
	 	 	 	 	 	 	 
	Telecopy: (312) 384-4666

	 	 	 	Name:
	 	Jon R. Hinard	 	 
	Telephone: (312) 384-4624

	 	 	 	Title:
	 	Senior Vice President	 	 






Lending
Offices:




Base Rate Loans:




	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attn.:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Eurodollar Loans:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attn.:	 	 	 	 
	 

	 	 	 	 	 	 





Federal Signal Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	Address:	 	Bank
of America, N.A., in its individual
capacity as a Bank and as Documentation
Agent







 231 South LaSalle Street
 Mail
Code IL-231-10-50
 Chicago,
Illinois 60604
 Attn.:
Thomas R. Durham




	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Thomas R. Durham	 	 
	 	 	 	 	 	 	 
	Telecopy: (312) 974-8681

	 	 	 	Name:
	 	Thomas R. Durham	 	 
	Telephone: (312) 828-8044

	 	 	 	Title:
	 	Senior Vice President	 	 






Lending
Offices:




Base Rate
Loans:



Bank of America Plaza

TXl-492-14-04

901 Main Street

Dallas, Texas 75202-3714

Attn.: Stephen Keilers




Eurodollar Loans:



Bank of America Plaza

TX1-492-14-04

901 Main Street

Dallas, Texas 75202-3714

Attn.: Stephen Keilers




Federal Signal Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	Address:	 	The Bank of Tokyo — Mitsubishi UFJ, Ltd.,
Chicago Branch






 227 West Monroe Street, Suite 2300
 Chicago,
Illinois 60606
 Attn.:
Diane Tkach




	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Masakazu Sato	 	 
	 	 	 	 	 	 	 
	Telecopy: (312) 696-4535

	 	 	 	Name:
	 	Masakazu Sato	 	 
	Telephone: (312) 696-4663

	 	 	 	Title:
	 	Deputy General Manager	 	 






Lending Offices:




Base Rate Loans:



227 W. Monroe Street

Chicago, Illinois 60606

Attn.: Loan Administration




Eurodollar Loans:



227 W. Monroe Street

Chicago, Illinois 60606

Attn.: Loan Administration




Federal Signal Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 	 	 
	Address:	 	HSBC
Bank USA, N.A.,






 71 South Wacker Drive, Suite 2700
 Chicago,
Illinois 60606
 Attn.:
Molly J. Drennan




	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Molly Drennan	 	 
	 	 	 	 	 	 	 
	Telecopy: (312) 357-3999

	 	 	 	Name:
	 	Molly Drennan	 	 
	Telephone: (312) 357-3994

	 	 	 	Title:
	 	First Vice President	 	 






Lending
Offices:




Base Rate Loans:




	 	 	 	 	 	 	 
	 	 	One HSBC Center	 	 
	 	 	26th Floor	 	 
	 	 	Buffalo NY 14203	 	 
	 	 	Agent Servicing: Donna Riley	 	 
	 
	 	 	 	 	 	 
	Eurodollar Loans:	 	 
	 
	 	 	 	 	 	 
	 	 	One HSBC Center	 	 
	 	 	26th
Floor	 	 
	 	 	Buffalo NY 14203	 	 
	 	 	Attn: Donna Riley	 	 






Federal
Signal Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 





Address
and Amount of Commitments:




	 	 	 	 	 	 	 	 	 
	Address:	 	Associated Bank, N.A.






200 E. Randolph

Chicago, IL 60601

Attn: Brett T. Rausch




	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Brett T. Rausch	 	 
	 	 	 	 	 	 	 
	Telecopy: (312) 861-0261

	 	 	 	Name:
	 	Brett T. Rausch	 	 
	Telephone: (312) 861-1621

	 	 	 	Title:
	 	Vice President	 	 






 Commitment:                     $15,000,000




Lending
Offices:




Base Rate
Loans:



200
E. Randolph

Chicago, IL 60601

Attn: Kathy Carter

Telephone: (920) 405-2847




Eurodollar Loans:



200
E. Randolph

Chicago, IL 60601

Attn: Kathy Carter

Telephone: (920) 405-2847




Federal
Signal Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 





LaSalle
Bank National Association


 135 South LaSalle Street, Ste. 1127
 Chicago,
Illinois 60603
 Attn.:
Thomas Estey




	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Thomas G. Estey	 	 
	 	 	 	 	 	 	 
	Te1ecopy:(312) 904-5483

	 	 	 	Name:
	 	Thomas G. Estey	 	 
	Telephone:(312) 904-5249

	 	 	 	Title:
	 	Senior Vice President	 	 






Lending
Offices:




Base Rate
Loans:




	 	 	 	 	 	 	 
	 	 	135 South LaSalle Street, Ste. 1127	 	 
	 	 	Chicago, lllinois 60603	 	 
	 	 	Attn.: Jan Smith	 	 






Eurodollar
Loans:




	 	 	 	 	 	 	 
	 	 	135 South LaSalle
Street, Ste. 1127	 	 
	 	 	Chicago, illinois 60603	 	 
	 	 	Attn.: Jan Smith	 	 






Federal
Signal Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	Address:	 	Charter One Bank, N.A.






 71
S. Wacker Drive IH2890
 Chicago,
IL 60606
 Attn.:
Kathleen D. Schurr




	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Kathleen D. Schurr	 	 
	 	 	 	 	 	 	 
	Telecopy: (312) 777 4003

	 	 	 	Name:
	 	Kathleen D. Schurr	 	 
	Telephone: (312) 777 3663

	 	 	 	Title:
	 	Vice President	 	 






Lending Offices:




Base Rate
Loans:



525
William Penn Place

Pittsburgh, PA 15219

Attn.: Curtis Jones




Eurodollar Loans:



525
William Penn Place

Pittsburgh, PA 15219

Attn.: Curtis Jones




Federal
Signal Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 





Address and Amount of Commitments:




	 	 	 	 	 	 	 
	Address:	 	The Northern Trust Company






 50 South LaSalle Street
 Chicago,
Illinois 60675
 Attn.:
Courtney L. O’Connor




	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Courtney L. O’Connor	 	 
	 	 	 	 	 	 	 
	Telecopy: (312) 444-4906

	 	 	 	Name:
	 	Courtney L. O’Connor	 	 
	Telephone: (312) 557-5126

	 	 	 	Title:
	 	2nd Vice President	 	 






 Commitment: $15,000,000.00




Lending
Offices:




Base Rate Loans:



50 South LaSalle Street

Chicago, Illinois 60675

Attn.: Sharon Jackson




Eurodollar Loans:



50 South LaSalle Street

Chicago, Illinois 60675

Attn.: Sharon Jackson




Federal
Signal Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 







Address and Amount of Commitments:




	 	 	 	 	 	 	 
	Address:	 	Nordea
Bank of Finland, PLC






437
Madison Avenue, 21st Floor

New York, NY 10022

Attn.: Henrik M. Steffensen




	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Henrik M. Steffensen	 	 
	 	 	 	 	 	 	 
	Telecopy: (212) 318-9318

	 	 	 	Name:
	 	Henrik M. Steffensen	 	 
	Telephone: (212) 318-9303

	 	 	 	Title:
	 	Senior Vice President	 	 






 Commitment:                    $20,000,000




	 	 	 	 	 	 	 	 	 
	Lending Offices:	 	By	 	/s/ Gerald E. Chelius, Jr.	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Gerald E. Chelius, Jr.	 	 
	 

	 	 	 	Title:
	 	SVP Credit	 	 






Base Rate Loans:



437
Madison Avenue,
21st  Floor

New York, NY 10022

Attn.: Jackie Ng

Telephone: (212) 318-9578




Eurodollar Loans:



437
Madison Avenue, 21st  Floor

New York, NY 10022

Attn.: Jackie Ng

Telephone: (212) 318-9578




Federal
Signal Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 





	 	 	 	 	 	 	 
	Address:	 	Credit
Suisse, Cayman Islands Branch






 Eleven Madison Avenue
 New
York, NY 10010-3629
 Attn:
Sarah Wu




	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Sarah Wu	 	 
	 	 	 	 	 	 	 
	Telecopy: (212) 325-8321

	 	 	 	Name:
	 	Sarah Wu	 	 
	Telephone: (212) 325-5813

	 	 	 	Title:
	 	Director	 	 






	 	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Bernhard Schmid	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Bernhard Schmid	 	 
	 

	 	 	 	Title:
	 	Assistant Vice President	 	 






Lending Offices:




	 	 	 	 	 	 	 
	Base Rate Loans:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attn.:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Eurodollar Loans:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attn.:	 	 	 	 
	 

	 	 	 	 	 	 





Federal
Signal Corporation

Signature Page to Second Amended and Restated Credit Agreement




 









 





Withdrawal of Departing Bank




     Upon
the Effective Date, (1) the Banks shall make Revolving Loans under this Agreement in an
aggregate principal amount equal to the aggregate principal amount of all loans made by the
Departing Bank under the Existing Agreement that are outstanding on the Effective Date (the
“Departing Bank’s Loans”), the proceeds of which Revolving Loans shall be used by the Borrower to
prepay in full on the Effective Date the Departing Bank’s Loans, (2) the Banks shall purchase from
the Departing Banks, and the Departing Banks shall sell to the Banks, all of the Departing Bank’s
participations in Swing Loans, Letters of Credit and L/C Obligations under the Existing Agreement,
and (3) the Departing Bank’s commitments to extend credit to or for the account of the Borrower
under the Existing Agreement shall terminate, provided that Harris N.A shall remain a party to this
Agreement in its capacity as L/C Issuer. The above described Revolving Loans and purchase of
participations by the Banks shall be made by the Banks in such amounts so that after giving effect
thereto each Bank shall hold its Percentage of all outstanding Loans and participations in Swing
Loans, Letters of Credit and L/C Obligations under this Agreement. The Borrower will pay on the
Effective Date all accrued interest on the Departing Bank’s Loans and all other fees and other
amounts due to the Departing Bank under the Existing Agreement, including without limitation
accrued and unpaid commitment fees, letter of credit fees and all amounts, if any, payable under
Section 2.4 of the Existing Agreement with respect to the prepayment of the Departing Bank’s Loans.
Upon payment in full of all principal of and accrued interest on the Departing Bank’s Loans and all
such other amounts due to the Departing Bank under the Existing Agreement and the purchase by the
Banks of all of the Departing Bank’s participations in Swing Loans, Letters of Credit and L/C
Obligations under the Existing Agreement, each of the Departing Bank shall cease to be a party to
the Existing Agreement and shall have no rights or obligations thereunder or hereunder except for
its rights which survive pursuant to the terms of the Existing Agreement, including without
limitation its rights under Sections 2.4, 10.3 and 13.5 of the Existing Agreement, and its
obligations which survive pursuant to the terms of the Existing Agreement, including without
limitation, obligations under Section 13.20 of the Existing Agreement, which shall continue
unaffected by this Agreement, provided that Harris N.A. shall remain a party to this Agreement in
its capacity as an L/C Issuer and shall have all of the rights and obligations of an L/C Issuer
hereunder and under the other Loan Documents.



 









 





     The undersigned is executing below solely as a Departing Bank and solely for purposes of the
immediately preceding paragraph.



	 	 	 	 	 	 	 	 	 
	 	 	Harris
N.A., solely as a Departing Bank
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Patrick J. McDonnell	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	PATRICK J. MCDONNELL	 	 
	 

	 	 	 	Title:
	 	Managing
Director	 	 






Federal Signal Corporation

Signature Page to Withdrawal of Departing Banks for

Second Amended and Restated Credit Agreement





 












 





Exhibit A-1




Revolving Note




April 25, 2007




     For Value Received, the undersigned, Federal Signal Corporation, a Delaware corporation (the
“Borrower”), promises to pay to the order of                     (the “Bank”) on the
Termination Date of the hereinafter defined Credit Agreement, at the principal office of Bank of
Montreal in Chicago, Illinois, the aggregate unpaid principal amount of all Revolving Loans made by
the Bank to the Borrower pursuant to the Credit Agreement, together with interest on the principal
amount of each Revolving Loan from time to time outstanding hereunder at the rates, and payable in
the manner and on the dates, specified in the Credit Agreement.



     The Bank shall record on its books or records or on a schedule attached to this Revolving
Note, which is a part hereof, each Revolving Loan made by it pursuant to the Credit Agreement,
together with all payments of principal and interest and the principal balances from time to time
outstanding hereon, whether the Revolving Loan is a Base Rate Loan or a Eurodollar Loan, and the
interest rate and Interest Period applicable thereto, provided that prior to the transfer of this
Revolving Note all such amounts shall be recorded on a schedule attached to this Revolving Note.
The record thereof, whether shown on such books or records or on a schedule to this Revolving Note,
shall be prima facie evidence of the same, provided, however, that the failure of the Bank to
record any of the foregoing or any error in any such record shall not limit or otherwise affect the
obligation of the Borrower to repay all Revolving Loans made to it pursuant to the Credit Agreement
together with accrued interest thereon.



     This Revolving Note is one of the Revolving Notes referred to in the Second Amended and
Restated Credit Agreement dated as of April 25, 2007, among the Borrower, Bank of Montreal, as
Agent, and the Banks party thereto (the “Credit Agreement”), and this Revolving Note and the holder
hereof are entitled to all the benefits provided for thereby or referred to therein, to which
Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this
Revolving Note, except terms otherwise defined herein, shall have the same meaning as in the Credit
Agreement. This Revolving Note shall be governed by and construed in accordance with the internal
laws of the State of Illinois.



     Prepayments may be made hereon and this Revolving Note may be declared due prior to the
expressed maturity hereof, all in the events, on the terms and in the manner as provided for in the
Credit Agreement.



 









 





     The Borrower hereby promises to pay certain out-of-pocket costs and expenses (including
certain attorneys’ fees) suffered or incurred by the holder hereof in collecting this Revolving
Note or enforcing any rights in any collateral therefor, all as more particularly provided in the
Credit Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind
hereunder except as expressly provided in the Credit Agreement.



	 	 	 	 	 	 	 
	 	 	Federal Signal Corporation
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 





-2-









 





Exhibit A-2




Swing Note




			
	 	 	 
	U.S. $50,000,000
	 	April 25, 2007






     For Value Received, the undersigned, Federal Signal Corporation, a Delaware corporation (the
“Borrower”), hereby promises to pay to the order of BMO Capital Markets Financing, Inc. (the Bank”)
on the Termination Date of the hereinafter defined Credit Agreement, at the principal office of
Bank of Montreal in Chicago, Illinois, the aggregate unpaid principal amount of all Swing Loans
made by the Bank to the Borrower pursuant to the Credit Agreement, together with interest on the
principal amount of each Swing Loan from time to time outstanding hereunder at the rates, and
payable in the manner and on the dates, specified in the Credit Agreement.



     The Bank shall record on its books or records or on a schedule attached to this Swing Note,
which is a part hereof, each Swing Loan made by it pursuant to the Credit Agreement, together with
all payments of principal and interest and the principal balances from time to time outstanding
hereon, whether the Swing Loan is made at the Base Rate or at the Agent’s Quoted Rate, and the
interest rate and Interest Period applicable thereto, provided that prior to the transfer of this
Swing Note all such amounts shall be recorded on a schedule attached to this Swing Note. The record
thereof, whether shown on such books or records or on a schedule to this Swing Note, shall be prima
facie evidence of the same, provided, however, that the failure of the Bank to record any of the
foregoing or any error in any such record shall not limit or otherwise affect the obligation of the
Borrower to repay all Swing Loans made to it pursuant to the Credit Agreement together with accrued
interest thereon.



     This Swing Note is the Swing Note referred to in the Second Amended and Restated Credit
Agreement dated as of April 25, 2007, among the Borrower, Bank of Montreal, as Agent, and the Banks
party thereto (the “Credit Agreement”), and this Swing Note and the holder hereof are entitled to
all the benefits provided for thereby or referred to therein, to which Credit Agreement reference
is hereby made for a statement thereof. All defined terms used in this Swing Note, except terms
otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Swing Note
shall be governed by and construed in accordance with the internal laws of the State of Illinois.



     Prepayments may be made hereon and this Swing Note may be declared due prior to the expressed
maturity hereof, all in the events, on the terms and in the manner as provided for in the Credit
Agreement.



 









 





     The Borrower hereby promises to pay certain out-of-pocket costs and expenses (including
certain attorneys’ fees) suffered or incurred by the holder hereof in collecting this Swing Note or
enforcing any rights in any collateral therefor, all as more particularly provided in the Credit
Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder
except as expressly provided in the Credit Agreement.



	 	 	 	 	 	 	 
	 	 	Federal Signal Corporation
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 





-2-









 





Exhibit B




Compliance Certificate




     This Compliance Certificate is furnished to Bank of Montreal as Agent pursuant to the Second
Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of April 25, 2007, by and
among Federal Signal Corporation, the Banks signatory thereto and Bank of Montreal, as Agent.
Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings
ascribed thereto in the Credit Agreement.



     the undersigned hereby certifies that:




     1. I am the duly elected or appointed ___of Federal Signal Corporation;




     2. I have reviewed the terms of the Credit Agreement and in my capacity as such
officer, am generally familiar with the financial condition of Federal Signal Corporation
and its Subsidiaries during the accounting period covered by the attached financial
statements;




     3. I have no knowledge of the existence of any condition or event which constitutes a
Default or an Event of Default during or at the end of the accounting period covered by the
attached financial statements or as of the date of this Certificate, except as set forth
below; and




     4. Schedule 1 attached hereto sets forth financial data and computations evidencing
compliance with certain covenants of the Credit Agreement, all of which data and
computations are true, complete and correct. All computations are made in accordance with
the terms of the Credit Agreement.



     Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature
of the condition or event, the period during which it has existed and the action which the Borrower
has taken, is taking, or proposes to take with respect to each such condition or event:



	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






     The foregoing certifications, together with the computations set forth in Schedule 1 hereto
and the financial statements delivered with this Certificate in support hereof, are made and
delivered this                     day of                     ,                    .



	 	 	 	 	 
	 

	 	 

	 	 






 









 





Schedule 1 to Compliance Certificate

Federal Signal Corporation




Compliance Calculations for Second Amended and Restated Credit Agreement
 Dated as of April 25,
2007
 Calculations as of                     ,                     




 





	 	 	 	 	 	 	 	 	 
	A.	 	Consolidated Net Worth (Section 8.14)	 	 	 	 
	 
	 	 	1.	 	Consolidated Net Worth, as defined (including addbacks
of SFAS No. 87 non-cash charges and deducting SFAS No. 87
non-cash gains and non-cash charges related to the sale, revaluation,
closure or disposition of assets) (not to exceed $100,000,000)
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	2.	 	As listed in Section 8.14,
Consolidated Net Worth must not be less than
	 	$	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.	 	Borrower in compliance? (Circle Yes or No)
	 	Yes/No

	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	B.	 	Total Indebtedness/Capital Ratio (Section 8.15)	 	 	 	 
	 
	 	 	1.	 	Indebtedness, as defined (including Securitization
Transaction Attributed Indebtedness in connection
with Qualified Trade Securitization Transactions)
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	2.	 	Financial Services Debt, as defined
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.	 	The difference between Line 1 and Line 2
(“Total Indebtedness”)
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	4.	 	Consolidated Net Worth (Line A1)
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.	 	Financial Services Equity, as defined
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	6.	 	The difference between Line 4 and Line 5
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	7.	 	The sum of
Line 3 and Line 6 (“Capital”)
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	8.	 	The ratio of Total Indebtedness (Line 3)
to Capital (Line 7) (“Total Indebtedness/Capital
Ratio”)
	 	          to 1.00
	 	 	 	 	 
	 	 	 	 
	 	 	9.	 	As listed in Section 8.15, the Total Indebtedness/
Capital Ratio should not be more than
	 	 	.55 to 1.00	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.	 	Borrower in compliance? (Circle Yes or No)
	 	Yes/No

	 	 	 	 	 
	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	C.	 	Interest Coverage Ratio (Section 8.16)	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	1.	 	Consolidated Net Income, as defined
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	2.	 	(a) Interest Expense, as defined
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	(b) Federal, state and local taxes
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	(c) Cash Restructuring charges (up to $15,000,000)
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	(d) Non-cash charges related to the sale, closure or
disposition of assets (up to $100,000,000)
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.	 	Interest Income, as defined
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	4.	 	Sum of Lines 1 and 2(a), (b), (c) and (d), minus
Line 3 (“EBIT”)
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.	 	Interest Expense, as defined
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	6.	 	Interest Expense related to Financial Services Debt
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	7.	 	Line 5 minus Line 6
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	8.	 	Ratio of Line
4 to Line 7 (“Interest Coverage Ratio”)
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	9.	 	As listed in Section 8.16, the Interest Coverage
Ratio should not be less than:
	 	 	3.00 to 1.0	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.	 	Borrower is in compliance?
(Circle Yes or No)
	 	Yes/No

	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	D.	 	Financial Services Ratios (Section 8.17)	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	1.	 	Financial Services Debt — Municipal Leases, as defined
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	2.	 	Financial Services Assets — Municipal Leases, as defined
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.	 	The ratio of Line 1 to Line 2
(“Financial Services — Municipal Leases Ratio”)
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	4.	 	As listed in Section 8.17, Financial Services — Municipal
Leases Ratio must not be more than
	 	 	.95 to 1.00	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.	 	Borrower in compliance? (Circle Yes or No)
	 	Yes/No

	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	6.	 	Financial Services Debt — Other than Municipal Leases,
as defined
	 	 	 	 
	 	 	 	 	 
	 	 	 





-2-









 






	 	 	 	 	 	 	 	 	 
	 	 	7.	 	Financial Services Assets — Other than Municipal Leases,
as defined
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	8.	 	The ratio of Line 6 to Line 7
(“Financial Services — Other than Municipal Leases
Ratio”)
	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	9.	 	As listed in Section 8.17, Financial Services — Other than
Municipal Leases Ratio must not be more than
	 	 	.91 to 1.00	 
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.	 	Borrower in compliance? (Circle Yes or No)
	 	Yes/No

	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	E.	 	Guarantors (Section 8.20)	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	1.	 	Percentage of consolidated assets directly owned by
Borrower and Guarantors
	 	 	 	%
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	2.	 	Required Percentage
	 	 	60 	%
	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.	 	Borrower in compliance? (Circle Yes or No)
	 	Yes/No

	 	 	 	 	 
	 	 	 







-3-









 





Exhibit C




Subsidiary Guaranty Agreement




	 	 	 
	 	 	_________,______
	Bank of Montreal, as Agent for the
Banks party to the Second Amended and
Restated Credit Agreement dated as of
April 25, 2007 among Federal Signal
Corporation, certain Guarantors, such
Banks and such Agent (as extended,
renewed, amended or restated from time
to time, the
“Credit Agreement”)
	 	 





Dear Sirs:




     Reference is made to the Credit Agreement described above. Terms not defined herein which are
defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein.



     The undersigned, [name of Subsidiary], a [jurisdiction of incorporation] corporation, hereby
elects to be a “Guarantor” for all purposes of the Credit Agreement, effective from the date
hereof. The undersigned confirms that the representations and warranties set forth in Section 6 of
the Credit Agreement are true and correct as to the undersigned as of the date hereof.



     Without limiting the generality of the foregoing, the undersigned hereby agrees to perform all
the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Credit
Agreement, including without limitations Section 12 thereof, to the same extent and with the same
force and effect as if the undersigned were a direct signatory thereto.



     This Agreement shall be construed in accordance with and governed by the internal laws of the
State of Illinois.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	[Name of Guarantor]
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 





 









 





Exhibit D




Assignment and Acceptance




Dated                     ,                     




     Reference is made to the Second Amended and Restated Credit Agreement dated as of April 25,
2007 (the “Credit Agreement”) among Federal Signal Corporation, the Guarantors (as defined in the
Credit Agreement) party thereto, the Banks (as defined in the Credit Agreement), the Swing Line
Lender (as defined in the Credit Agreement), the L/C Issuer (as defined in the Credit Agreement),
and Bank of Montreal, as Agent for the Banks (the “Agent”). Terms defined in the Credit Agreement
are used herein with the same meaning.



                                                         
              
                
                 
 (the “Assignor”) and         
               
               
               
       (the “Assignee”) agree
as follows:



     1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases
and assumes from the Assignor, the amount and specified percentage interest specified on Annex I
hereto of the Assignor’s rights and obligations under the Credit Agreement as of the Effective Date
(as defined below), including, without limitation, the Assignor’s Commitment as in effect on the
Effective Date and the Loans, if any, owing to the Assignor on the Effective Date and the
Assignor’s Percentage of any outstanding L/C Obligations.



     2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear of any adverse
claim, lien, or encumbrance of any kind; (ii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other instrument or document
furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any Guarantor or the
performance or observance by any Borrower or any Guarantor of any of their respective obligations
under the Credit Agreement or any other instrument or document furnished pursuant thereto.



     3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered to the Banks pursuant to in Sections
8.6(a)(i), (ii) and (iii) thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment and
Acceptance; (ii) agrees that it will, independently and without reliance upon the Agent, the
Assignor or any other Bank and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the
Credit Agreement; (iii) appoints and authorizes the Agent to take such action as Agent on its
behalf and to exercise such powers under the Credit Agreement as are delegated to the



 









 







Agent by the terms thereof, together with such powers as are reasonably incidental thereto,
including without limitation the powers with respect to the Intercreditor Agreement described in
Section 11.1 of the Credit Agreement (by which Intercreditor Agreement the Assignee hereby agrees
to be bound); (iv) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be performed by it as a
Bank; and (v) specifies as its lending offices (and address for notices) the offices set forth
beneath its name on the signature pages hereof.



     4. As consideration for the assignment and sale contemplated in Section 1 hereof, the Assignee
shall pay to the Assignor on the date hereof in Federal funds the amount agreed upon by the
Assignor and the Assignee. It is understood that commitment and/or letter of credit fees accrued to
the date this Assignment and Acceptance is accepted and recorded by the Agent with respect to the
interest assigned hereby are for the account of the Assignor and such fees accruing from and
including the date this Assignment and Acceptance is accepted and recorded by the Agent are for the
account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives
any amount under the Credit Agreement which is for the account of the other party hereto, it shall
receive the same for the account of such other party to the extent of such other party’s interest
therein and shall promptly pay the same to such other party.



     5. The effective date for this Assignment and Acceptance shall be                     ,
20___(the “Effective Date”)*. Following the execution of this Assignment and Acceptance,
it will be delivered to the Agent for acceptance and recording by the Agent and, if required, the
Borrower.



     6. Upon such acceptance and recording, (i) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Bank thereunder and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its obligations under the
Credit Agreement.



     7. Upon such acceptance and recording the Agent shall make all payments under the Credit
Agreement in respect of the interest assigned hereby (including, without limitation, all payments
of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and
Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods
prior to such acceptance and recording directly between themselves.



     8. In accordance with Section 13.12 of the Credit Agreement, the Assignor and the Assignee
request and direct that the Agent prepare and cause the Borrower to execute and deliver to the
Assignee a Revolving Note payable to the Assignee in the amount of its Commitment and a new
Revolving Note to the Assignor in the amount of its Commitment after giving effect to the
assignment hereunder.





 




			
	*	 	To be inserted by the Agent and which shall be the effective date of recordation of
transfer in the register therefor.






-2-









 





     9. This Assignment and Acceptance shall be governed by, and construed in accordance with, the
laws of the State of Illinois.



	 	 	 	 	 	 	 
	 	 	[Assignor Bank]
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[Assignee Bank]
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Lending Office (and address for notices):
	 
	 	 	 	 	 	 
	 	 	LIBOR Funding Office:






Accepted and consented this

                    day of                                        ,                     
.




	 	 	 	 	 
	Federal Signal Corporation	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






Accepted and consented to by the Agent this

                    day of                                        ,                     
.




	 	 	 	 	 
	[Agent]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






-3-









 





Annex I

To Assignment and Acceptance




     The assignee hereby purchases and assumes from the assignor the following interest in and to
all of the Assignor’s rights and obligations under the Credit Agreement as of the effective date.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate	 	 	Amount of	 	 	 	 
	 	 	Commitment/Loans	 	 	Commitment/Loans	 	 	Percentage Assigned	 
	Facility Assigned	 	For All Banks	 	 	Assigned	 	 	of Commitment/Loans	 
	 
	Revolving Credit
	 	$	 	 	 	$	 	 	 	 	 	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 





Exhibit E




Notice of Payment Request




[Date]




[Name of Bank]

[Address]




Attention:




     Reference is made to the Second Amended and Restated Credit Agreement, dated as of April 25,
2007, as amended, among Federal Signal Corporation, the Banks party thereto, and Bank of Montreal,
as Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”).
Capitalized terms used herein and not defined herein have the meanings assigned to them in the
Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the amount of
$                    . Your Percentage of the unpaid Reimbursement Obligation is $                    ] or
[                                        has been required to return a payment by the Borrower of a
Reimbursement Obligation in the amount of $                    . Your Percentage of the returned Reimbursement Obligation is $                    .]



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 	 	 	 	 	 	,
	 	 	 	 
	 	 	as L/C Issuer
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	By	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 





 









 





Exhibit F




Commitment Amount Increase Request




                                        ,                     




	 	 	 
	To:

	 	Bank of Montreal, as Agent for the Banks parties to the Second Amended and Restated Credit
Agreement dated as of April 25, 2007 (as extended, renewed, amended or restated from time to time,
the “Credit Agreement”), among Federal Signal Corporation, the Guarantors party thereto, certain
Banks which are signatories thereto, and Bank of Montreal, as Agent






Ladies and Gentlemen:




     The undersigned, Federal Signal Corporation (the “Borrower”) hereby refers to the Credit
Agreement and requests that the Agent consent to an increase in the aggregate Commitments (the
“Commitment Amount Increase”), in accordance with Section 1.9 of the Credit Agreement, to be
effected by [an increase in the Commitment of [name of existing Bank] [the addition of [name of new
Bank] (the “New Bank”) as a Bank under the terms of the Credit Agreement]. Capitalized terms used
herein without definition shall have the same meanings herein as such terms have in the Credit
Agreement.



     After giving effect to such Commitment Amount Increase, the Commitment of the [Bank] [New
Bank] shall be $                    .



[Include paragraphs 1-4 for a New Bank]




     1. The New Bank hereby confirms that it has received a copy of the Loan Documents and the
exhibits related thereto, together with copies of the documents which were required to be delivered
under the Credit Agreement as a condition to the making of the Loans and other extensions of credit
thereunder. The New Bank acknowledges and agrees that it has made and will continue to make,
independently and without reliance upon the Agent or any other Bank and based on such documents and
information as it has deemed appropriate, its own credit analysis and decisions relating to the
Credit Agreement. The New Bank further acknowledges and agrees that the Agent has not made any
representations or warranties about the credit worthiness of the Borrower or any other party to the
Credit Agreement or any other Loan Document or with respect to the legality, validity, sufficiency
or enforceability of the Credit Agreement or any other Loan Document or the value of any security
therefor.



     2. Except as otherwise provided in the Credit Agreement, effective as of the date of
acceptance hereof by the Agent, the New Bank (i) shall be deemed automatically to have become a
party to the Credit Agreement and have all the rights and obligations of a “Bank” under the Credit
Agreement as if it were an original signatory thereto, (ii) agrees to be bound by the terms



 









 







and conditions set forth in the Credit Agreement as if it were an original signatory thereto, and
(iii) agrees to be bound by the terms and conditions set forth in the Intercreditor Agreement
described in Section 11.1 of the Credit Agreement as if it were an original signatory thereto.



     3. The New Bank shall deliver to the Agent a questionnaire in form and substance satisfactory
to the Agent.



     [4. The New Bank has delivered, if appropriate, to the Borrower and the Agent (or is
delivering to the Borrower and the Agent concurrently herewith) the tax forms referred to in
Section 13.1 of the Credit Agreement.]*



     This Agreement shall be deemed to be a contractual obligation under, and shall be governed by
and construed in accordance with, the laws of the state of Illinois.



     The Commitment Amount Increase shall be effective when the executed consent of the Agent is
received or otherwise in accordance with Section 1.9 of the Credit Agreement, but not in any case
prior to                                         ,                    . It shall be a condition to the effectiveness of the Commitment
Amount Increase that all expenses referred to in Section 1.9 of the Credit Agreement shall have
been paid.



     The Borrower hereby certifies that no Default or Event of Default has occurred and is
continuing.



     Please indicate the Agent’s consent to such Commitment Amount Increase by signing the enclosed
copy of this letter in the space provided below.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	Federal Signal Corporation
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[New or existing Lender Increasing Commitments]
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 







 




			
	*	 	Insert bracketed paragraph if New Bank is organized under the law of a jurisdiction other
than the United States of America or a state thereof.






-2-









 





	 
	The undersigned hereby consents on

	this                     day of                                         ,                   

	to the above-requested Commitment

	Amount Increase.







	 	 	 	 	 	 	 
	Bank of Montreal, as Agent	 	 
	 
	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





-3-









 





Schedule I




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Last day of	 
	Principal Amount	 	 	Type of Loan	 	 	Interest Rate	 	 	Interest Period	 






 











 





Exhibit G




Designation
of Alternative Currency Borrower




	 	 	 	 	 
	 

	 	 
	 	                    ,                     
	BAnk
of Montreal, as Agent for the Banks party to the Second
Amended and Restated Credit Agreement dated as of April 25,
2007, among Federal Signal Corporation, certain Guarantors, such
Banks and such Agent (as extended, renewed, amended or restated from
time to time, the “Credit Agreement”)
	 	 	 	 






Ladies and Gentlemen:




     Reference is made to the Credit Agreement described above. Terms not defined herein which are
defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein.



     The Borrower hereby designates [name of Subsidiary], a [jurisdiction of organization] [type of
entity] (the “Alternative Currency Borrower”), to be an “Alternative Currency Borrower” for all
purposes under the Credit Agreement, effective upon the acceptance hereof by the Agent and the
Swing Line Lender in the manner set forth below and the satisfaction of the conditions contained in
Section 1.7(d) of the Credit Agreement.



     The undersigned Alternative Currency Borrower hereby confirms that the representations and
warranties set forth in Section 6 of the Credit Agreement are true and correct as to it as of the
date hereof.



     Without limiting the generality of the foregoing, the Alternative Currency Borrower hereby
agrees to perform all the obligations of an Alternative Currency Borrower under, and to be bound in
all respects by the terms of, the Credit Agreement to the same extent and with the same force and
effect as if the undersigned were a direct signatory thereto.



 









 





     This Agreement shall be construed in accordance with and governed by the internal laws of the
State of Illinois.



	 	 	 	 	 
	 	Very truly yours,



Federal Signal Corporation

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	[Name of Alternative Currency

     Borrower]


 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



The undersigned hereby consent on

this                     day of                     ,                     

to the above-requested Designation of

Alternative Currency Borrower.




 




Bank
of Montreal, as Agent




 




	 	 	 	 
	By 	 	 	 
	 	 	Name_______________________________________________ 
	 	 	Title_______________________________________________   
	 	 	 	 
	
BMO Capital
Markets Financing, Inc., as Swing Line Lender
	 	
	 	 	 	 
	By 	 	 	 
	 	 	Name_______________________________________________ 
	 	 	Title_______________________________________________   






-2-










 





Schedule 1




Commitments




	 	 	 
	Name
of Lender	 	Revolving
Credit Commitment
	BMO Capital Markets Financing, Inc.
	 	$35,000,000
	 
	 	 
	National City Bank
	 	$30,000,000
	 
	 	 
	Bank of America, N.A.
	 	$30,000,000
	 
	 	 
	Credit Suisse, Cayman Islands Branch
	 	$25,000,000
	 
	 	 
	LaSalle Bank National Association
	 	$20,000,000
	 
	 	 
	The Bank of
Tokyo — Mitsubishi UFJ, Ltd, Chicago Branch 
	 	$20,000,000
	 
	 	 
	
Nordea Bank Finland, PLC
	 	$20,000,000
	 
	 	 
	Charter One Bank, N.A.
	 	$20,000,000
	 
	 	 
	HSBC Bank USA, N.A.
	 	$20,000,000
	 
	 	 
	Associated Bank, N.A.
	 	$15,000,000
	 
	 	 
	The Northern Trust Company
	 	$15,000,000
	 
	 	 
	Total
	 	$250,000,000
	 
	 	 






 









 






Schedule 1.8




Schedule of Existing Letters of Credit




	 	 	 	 	 	 	 	 	 
	L/C	 	 	 	Face	 	 
	Number	 	Type	 	Amount	 	Beneficiary
	HACH113973OS
	 	Standby	 	$	9,026,435.00	 	 	National Union Fire Insurance
	 
	 	 	 	 	 	 	 	 
	HACH19726OS
	 	Standby	 	$	20,935,000.00	 	 	National Union Fire Insurance
	 
	 	 	 	 	 	 	 	 
	HACH19736OS
	 	Standby	 	$	4,355,000.00	 	 	Reliance Insurance Company
	 
	 	 	 	 	 	 	 	 
	HACH130909OS
	 	Standby	 	$	164,000.00	 	 	International Civil Aviation
	 
	 	 	 	 	 	 	 	 
	HACH158887OS
	 	Commercial	 	$	17,473.00	 	 	Tekfen Construction






 









 





Schedule 6.2




Schedule of Existing Subsidiaries




International Subsidiaries




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Borrower’s
	 	 	 	 	Jurisdiction of	 	Ultimate %
	Subsidiary	 	Guarantor	 	Incorporation	 	Ownership
	844410 Alberta, Ltd.
	 	No	 	Alberta, Canada	 	100%
	984069 Alberta, Ltd.
	 	No	 	Alberta, Canada	 	100%
	3072377 Nova Scotia Limited
	 	No	 	Nova Scotia, Canada	 	100%
	Bronto GmbH
	 	No	 	Germany	 	100%
	Bronto Skylift Holding OY
	 	No	 	Finland	 	100%
	Bronto Kiinteistot KY
	 	No	 	Finland	 	100%
	Bronto Skylift AB
	 	No	 	Sweden	 	100%
	Bronto Skylift Oy Ab
	 	No	 	Finland	 	100%
	Dayton Progress Canada, Ltd.
	 	No	 	Ontario, Canada	 	100%
	Dayton Progress S.A.
	 	No	 	France	 	100%
	Dayton Progress GmbH
	 	No	 	Germany	 	100%
	Dayton Progress Corporation
of Japan (Nippon Dayton
Progress K.K. is the Japanese
name)
	 	No	 	Japan	 	100%
	Dayton Progress -
Perfuradores, LDA
	 	No	 	Portugal	 	98%
	Dayton Progress, Ltd.
	 	No	 	United Kingdom	 	100%
	Daviesons Property and
Investment Co. Pty. Ltd.
	 	No	 	S. Africa	 	100%
	Doep Engineering Works Pty.
Ltd.
	 	No	 	S. Africa	 	100%
	E-One Canada Corp.
(reincorporation of E-One
Canada Ltd. to a Nova Scotia
entity)
	 	No	 	Nova Scotia, Canada	 	100%
	E-One Europe BV
	 	No	 	Netherlands	 	100%
	Extec Limited
	 	No	 	Great Britain	 	100%






 









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Borrower’s
	 	 	 	 	Jurisdiction of	 	Ultimate %
	Subsidiary	 	Guarantor	 	Incorporation	 	Ownership
	Federal APD
de Mexico, S.A. de C.V.
	 	No	 	Mexico	 	100%
	Federal APD DO Brasil Ltda.
	 	No	 	Brazil	 	100%
	Federal Signal (Shanghai)


	 	 	 	 	 	 
	Environmental & Sanitary
Vehicle Co. Ltd.
	 	No	 	Shanghai, China	 	100%
	Federal Signal Canada Finance
Company
	 	No	 	Nova Scotia, Canada	 	100%
	Federal Signal International
(FSC), Ltd.
	 	No	 	Jamaica, W.I.	 	100%
	Federal Signal, Ltd.
	 	No	 	United Kingdom	 	100%
	Federal Signal VAMA S.A.
	 	No	 	Spain	 	100%
	Federal Signal Canada LP
	 	No	 	Canada	 	100%
	Federal Signal Environmental
Products China (HK) Limited
	 	No	 	Hong Kong	 	100%
	Federal Signal of Europe BV
	 	No	 	Netherlands	 	100%
	Federal Signal Tool (Asia
Pacific) Limited
	 	No	 	Hong Kong	 	100%
	Federal Signal Tool
(Donggaun) Co. Limited
	 	No	 	China	 	100%
	Federal Signal UK Holdings
Limited
	 	No	 	United Kingdom	 	100%
	FS Europe Finance CV
	 	No	 	Netherlands	 	100%
	GL Communications
International Ltd.
	 	No	 	United Kingdom	 	100%
	IEES BV
	 	No	 	Netherlands	 	100%
	NRL Corp.
	 	No	 	Alberta, Canada	 	100%
	RAVO Holding BV
	 	No	 	Netherlands	 	100%
	RAVO BV
	 	No	 	Netherlands	 	100%
	RAVO GmbH
	 	No	 	Germany	 	100%
	RAVO Groep B.V.
	 	No	 	Netherlands	 	100%
	RAVO Italia SRL
	 	No	 	Italy	 	100%
	RAVO International B.V.
	 	No	 	Netherlands	 	100%






-2-









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Borrower’s
	 	 	 	 	Jurisdiction of	 	Ultimate %
	Subsidiary	 	Guarantor	 	Incorporation	 	Ownership
	RAVO Nederland B.V.
	 	No	 	Netherlands	 	100%
	Transtar Limited
	 	No	 	United Kingdom	 	100%
	Van Raaij Industriele
Ondernemigen B.V.
	 	No	 	Netherlands	 	100%
	Victor Industrial Equipment
Pty. Ltd.
	 	No	 	South Africa	 	100%
	Victor Light Limited
	 	No	 	United Kingdom	 	100%
	Victor Products, Ltd.
	 	No	 	United Kingdom	 	100%
	Leach North America Ltd.
(f/k/a Wittke, Inc.)
	 	No	 	Alberta, Canada	 	100%
	Wittke Waste Equipment, Inc.
	 	No	 	Alberta, Canada	 	100%






-3-









 






Domestic Subsidiaries




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Borrower’s
	 	 	 	 	Jurisdiction of	 	Ultimate %
	Subsidiary	 	Guarantor	 	Incorporation	 	Ownership
	Athey Product, Inc.
	 	Yes	 	Delaware	 	100%
	Clapp Dico Corporation f/k/a
Clapp & Haney
	 	Yes	 	Ohio	 	100%
	Dayton Progress Corporation
	 	Yes	 	Ohio	 	100%
	Dayton Progress International
Corporation
	 	Yes	 	Ohio	 	100%
	Elgin Sweeper Company
	 	Yes	 	Delaware	 	100%
	Emergency One, Inc.
	 	Yes	 	Florida	 	100%
	E-One, Inc. (f/k/a Emergency
One, Inc.)
	 	Yes	 	Delaware	 	100%
	E-One New York, Inc.
	 	Yes	 	New York	 	100%
	Emergency
Vehicle Solutions of Southern California 
	 	Yes	 	California	 	100%
	
Federal APD Incorporated
	 	Yes	 	Michigan	 	100%
	Federal Merger Corporation
	 	Yes	 	Minnesota	 	100%
	Federal Sign, Inc.
	 	Yes	 	Delaware	 	100%
	Federal Sign and Signal, Inc.
	 	Yes	 	Nevada	 	100%
	Federal Signal Credit Corporation
	 	Yes	 	Delaware	 	100%
	FS Holding, Inc.
	 	Yes	 	Delaware	 	100%
	Guzzler Manufacturing, Inc.
	 	Yes	 	Alabama	 	100%
	Jamestown Precision Tooling, Inc.
f/k/a Jamestown Punch and
Tooling, Inc.
	 	Yes	 	New York	 	100%
	Jetstream of Houston, Inc.
	 	Yes	 	Delaware	 	100%
	Jetstream of Houston, LLP
	 	Yes	 	Texas	 	100%
	Leach Company, Inc.
	 	Yes	 	Wisconsin	 	100%
	Pauluhn Electric Mfg. Co. Inc.
	 	Yes	 	New York	 	100%
	Pauluhn Electric Manufacturing,
LLP
	 	Yes	 	Texas	 	100%
	P.C.S. Company
	 	Yes	 	Michigan	 	100%






 









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Borrower’s
	 	 	 	 	Jurisdiction of	 	Ultimate %
	Subsidiary	 	Guarantor	 	Incorporation	 	Ownership
	Vactor Manufacturing, Inc.
	 	Yes	 	Illinois	 	100%
	Victor Products USA,
Incorporated
	 	Yes	 	Delaware	 	100%






Inactive Domestic Subsidiaries




	 	 	 	 	 
	 	 	 	 	Borrower’s
	 	 	Jurisdiction of	 	Ultimate %
	Subsidiary	 	Incorporation	 	Ownership
	Dayton Punch and Die Company
	 	Ohio	 	100%
	Texas Fire Rescue, Inc.
	 	Texas	 	100%
	Saulsbury Fire Rescue, Inc.
	 	New York	 	100%






-2-









 






Schedule 6.5




Litigation
and Labor Controversies



The matters described in the draft of the Borrower’s Form 10-Q for its fiscal quarter ended March
31, 2007, that has been delivered to the Agent.




 









 








Schedule
6.11




Environmental
Matters




None




 









 





Schedule
8.9




Existing
Liens




     In the ordinary course of the Borrower’s business it sometimes grants suppliers of significant
purchased parts, such as chassis for the vehicle companies, a security interest in the purchased
parts until the supplier is paid. In addition, the Borrower’s foreign Subsidiaries have secured
debt and there are industrial revenue bonds secured by Subsidiary facilities which total less than
$20 million.