exv4wb



 






Exhibit 4b




 

 












Amended and Restated Credit Agreement




Dated as of




February 3, 2006




Among




Federal Signal Corporation,




The Guarantors Party Hereto,




The Banks Party Hereto,




Harris N.A.,

as Agent and Lead Arranger




and




National City Bank of the Midwest, 

as Documentation Agent




 

 






 









 







	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 Page 	 
	 
	 	 	 	 
	Section 1.
	 	 The Revolving Credit 	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	Section 1.1.
	 	The Loan Commitment	 	 	1	 
	Section 1.2.
	 	Applicable Interest Rates	 	 	1	 
	Section 1.3.
	 	Minimum Borrowing Amount	 	 	3	 
	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	 	 	8	 
	Section 1.9.
	 	Increase of Commitments	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	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	 	 	15	 
	Section 3.3.
	 	Fee Calculations	 	 	15	 
	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 	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	Section 5.1.
	 	Definitions	 	 	16	 
	Section 5.2.
	 	Interpretation	 	 	29	 
	 
	 	 	 	 	 	 	 	 
	Section 6.
	 	Representations
and Warranties  	 	 	29	 
	 
	 	 	 	 	 	 	 	 
	Section 6.1.
	 	Corporate Organization and Authority	 	 	29	 
	Section 6.2.
	 	Subsidiaries	 	 	30	 
	Section 6.3.
	 	Corporate Authority and Validity of Obligations	 	 	30	 
	Section 6.4.
	 	Financial Statements	 	 	30	 






 









 







	 	 	 	 	 	 	 	 	 
	Section 6.5.
	 	No Litigation; No Labor Controversies	 	 	31	 
	Section 6.6.
	 	Taxes	 	 	31	 
	Section 6.7.
	 	Approvals	 	 	31	 
	Section 6.8.
	 	ERISA	 	 	31	 
	Section 6.9.
	 	Government Regulation	 	 	32	 
	Section 6.10.
	 	Margin Stock	 	 	32	 
	Section 6.11.
	 	Licenses and Authorizations; Compliance with Environmental	 	 	 	 
	 
	 	and Health Laws	 	 	32	 
	Section 6.12.
	 	Ownership of Property; Liens	 	 	33	 
	Section 6.13.
	 	No Burdensome Restrictions; Compliance with Agreements	 	 	33	 
	Section 6.14.
	 	Full Disclosure	 	 	33	 
	Section 6.15.
	 	Solvency of Guarantors	 	 	33	 
	Section 6.16.
	 	Not a Tax Shelter Transaction	 	 	33	 
	Section 6.17.
	 	No Default	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	Section 7. 
	 	Conditions Precedent	 	 	33	 
	 
	 	 	 	 
	Section 7.1.
	 	Initial Credit Event	 	 	34	 
	Section 7.2.
	 	All Credit Events	 	 	35	 
	 
	 	 	 	 	 	 	 	 
	Section 8.
    
	 	Covenants	 	 	35	 
	 
	 	 	 	 
	Section 8.1.
	 	Corporate Existence; Subsidiaries	 	 	36	 
	Section 8.2.
	 	Maintenance	 	 	36	 
	Section 8.3.
	 	Taxes	 	 	36	 
	Section 8.4.
	 	ERISA	 	 	37	 
	Section 8.5.
	 	Insurance	 	 	37	 
	Section 8.6.
	 	Financial Reports and Other Information	 	 	37	 
	Section 8.7.
	 	Bank Inspection Rights	 	 	39	 
	Section 8.8.
	 	Conduct of Business	 	 	39	 
	Section 8.9.
	 	Liens	 	 	39	 
	Section 8.10.
	 	Use of Proceeds; Regulation U	 	 	41	 
	Section 8.11.
	 	Mergers, Consolidations and Sales of Assets	 	 	42	 
	Section 8.12.
	 	Use of Property and Facilities; Environmental and	 	 	 	 
	 
	 	Health and Safety Laws	 	 	43	 
	Section 8.13.
	 	Investments, Acquisitions, Loans, Advances and Guaranties	 	 	43	 
	Section 8.14
	 	Consolidated Net Worth	 	 	46	 
	Section 8.15.
	 	Total Indebtedness/Capital Ratio	 	 	46	 
	Section 8.16.
	 	Interest Coverage Ratio	 	 	46	 
	Section 8.17.
	 	Financial Services Ratios	 	 	46	 
	Section 8.18.
	 	Indebtedness	 	 	46	 
	Section 8.19.
	 	Compliance with Laws	 	 	47	 
	Section 8.20.
	 	Guarantors	 	 	47	 
	Section 8.21.
	 	Indebtedness Limitations	 	 	47	 
	Section 8.22.
	 	Ownership of E-One, Inc	 	 	48	 
	 
	 	 	 	 	 	 	 	 
	Section 9. 
	 	Events of Default and Remedies	 	 	48	 






-ii









 






	 	 	 	 	 	 	 	 	 
	Section 9.1.
	 	Events of Default	 	 	48	 
	Section 9.2.
	 	Non-Bankruptcy Defaults	 	 	50	 
	Section 9.3.
	 	Bankruptcy Defaults	 	 	50	 
	Section 9.4.
	 	Notice of Default	 	 	50	 
	Section 9.5.
	 	Expenses	 	 	51	 
	Section 9.6.
	 	Collateral for Undrawn Letters of Credit	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	Section 10.
	 	Change in Circumstances	 	 	51	 
	 
	 	 	 	 
	Section 10.1.
	 	Change of Law	 	 	51	 
	Section 10.2.
	 	Unavailability of Deposits or Inability to Ascertain, or	 	 	 	 
	 
	 	Inadequacy of, Adjusted LIBOR	 	 	52	 
	Section 10.3.
	 	Increased Cost and Reduced Return	 	 	52	 
	Section 10.4.
	 	Lending Offices	 	 	54	 
	Section 10.5.
	 	Discretion of Bank as to Manner of Funding	 	 	54	 
	 
	 	 	 	 	 	 	 	 
	Section 11.
	 	The Agent	 	 	54	 
	 
	 	 	 	 
	Section 11.1.
	 	Appointment and Authorization of Agent	 	 	54	 
	Section 11.2.
	 	Agent and its Affiliates	 	 	54	 
	Section 11.3.
	 	Action by Agent	 	 	55	 
	Section 11.4.
	 	Consultation with Experts	 	 	55	 
	Section 11.5.
	 	Liability of Agent; Credit Decision	 	 	55	 
	Section 11.6.
	 	Indemnity	 	 	56	 
	Section 11.7.
	 	Resignation of Agent and Successor Agent	 	 	56	 
	Section 11.8.
	 	Designation of Additional Agents	 	 	56	 
	Section 11.9.
	 	Hedging Liability	 	 	57	 
	Section 11.10.
	 	L/C Issuer	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	Section 12.
	 	The Guarantees	 	 	57	 
	 
	 	 	 	 
	Section 12.1.
	 	The Guarantees	 	 	57	 
	Section 12.2.
	 	Guarantee Unconditional	 	 	57	 
	Section 12.3.
	 	Discharge Only Upon Payment in Full; Reinstatement in	 	 	 	 
	 
	 	Certain Circumstances	 	 	58	 
	Section 12.4.
	 	Waivers	 	 	59	 
	Section 12.5.
	 	Limit on Recovery	 	 	59	 
	Section 12.6.
	 	Stay of Acceleration	 	 	59	 
	Section 12.7.
	 	Benefit to Guarantors	 	 	59	 
	Section 12.8.
	 	Guarantor Covenants	 	 	59	 
	 
	 	 	 	 	 	 	 	 
	Section 13.
    
	 	Miscellaneous	 	 	60	 
	 
	 	 	 	 
	Section 13.1.
	 	Withholding Taxes	 	 	60	 
	Section 13.2.
	 	No Waiver of Rights	 	 	61	 
	Section 13.3.
	 	Non-Business Day	 	 	61	 
	Section 13.4.
	 	Documentary Taxes	 	 	62	 
	Section 13.5.
	 	Survival of Representations	 	 	62	 






-iii-









 






	 	 	 	 	 	 	 	 	 
	Section 13.6.
	 	Survival of Indemnities	 	 	62	 
	Section 13.7.
	 	Sharing of Set-Off	 	 	62	 
	Section 13.8.
	 	Notices	 	 	63	 
	Section 13.9.
	 	Counterparts	 	 	63	 
	Section 13.10.
	 	Successors and Assigns	 	 	63	 
	Section 13.11.
	 	Participants and Note Assignees	 	 	63	 
	Section 13.12.
	 	Assignment Agreements	 	 	64	 
	Section 13.13.
	 	Amendments	 	 	65	 
	Section 13.14.
	 	Headings	 	 	66	 
	Section 13.15.
	 	Legal Fees, Other Costs and Indemnification	 	 	66	 
	Section 13.16.
	 	Set Off	 	 	66	 
	Section 13.17.
	 	Entire Agreement	 	 	67	 
	Section 13.18.
	 	Governing Law	 	 	67	 
	Section 13.19.
	 	Submission to Jurisdiction; Waiver of Jury Trial	 	 	67	 
	Section 13.20.
	 	Confidentiality	 	 	67	 
	Section 13.21.
	 	USA Patriot Act	 	 	68	 
	Section 13.22.
	 	Amendment and Restatement	 	 	68	 
	 
	 	 	 	 
	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






	 	 	 
	 
	 	 
	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-










 






Amended and Restated Credit Agreement




To each of the Banks signatory hereto




Ladies and Gentlemen:




     The undersigned, Federal Signal Corporation, a Delaware corporation (the “Borrower”), refers
to the Credit Agreement dated as of June 6, 2003, as amended and currently in effect (the “Existing
Agreement”) among the Borrower, the guarantors party thereto, the Banks party thereto, and the
Agent (as hereinafter defined), pursuant to which you agreed to make available a revolving credit
for loans and letters of credit (the “Revolving Credit”) as described therein. Each of you is
hereinafter referred to individually as a “Bank,” all of you are hereinafter referred to
collectively as the “Banks,” and Harris N.A. in its capacity as agent for the Banks hereunder is
hereinafter referred to as the “Agent.” The Borrower requests you 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 your 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 the applicable signature
page hereof 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 the aggregate principal amount of Revolving Loans, Swing
Loans and L/C Obligations 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, 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 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.



-2-









 





     “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 by the Agent 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 Telerate Page 3750 as of
11:00 a.m. (London, England time) on the day two (2) Business Days before the commencement of such
Interest Period.



     “Telerate Page 3750” 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 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.



-3-









 





     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.



     (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



-4-









 




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, while any Event of Default exists or (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:



-5-









 






     (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 Agent’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 Agent shall be evidenced by a single
promissory note of the Borrower issued to the Agent 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 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.



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     Section 1.7. Swing Loans. (a) Generally. Subject to the terms and conditions hereof, as
part of the revolving credit facility, the Agent agrees to make loans to the Borrower under the
Swing Line (individually a “Swing Loan” and collectively the “Swing Loans”) which shall not in the
aggregate at any time outstanding exceed the Swing Line Sublimit. 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; provided that each Swing Loan must be repaid on the last day
of the Interest Period applicable thereto. Each Swing Loan 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) 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
Agent’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. The Borrower shall give the Agent prior notice (which may be
written or oral) no later than 12:00 Noon (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. Within 30 minutes after receiving such notice, the Agent shall in its
discretion quote an interest rate to the Borrower at which the Agent 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 “Agent’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 Agent’s Quoted Rate for the full
amount requested by the Borrower for such Swing Loan, the Agent’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 requested at the
offices of the Agent in Chicago, Illinois. Anything contained in the foregoing to the contrary
notwithstanding (i) the obligation of the Agent to make Swing Loans shall be subject to all of the
terms and conditions of this Agreement and (ii) the Agent shall not be obligated to make more than
one Swing Loan during any one day.



     (d) Refunding Loans. In its sole and absolute discretion, the Agent may at any time, on
behalf of the Borrower (which hereby irrevocably authorizes the Agent 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 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, 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
proceeds of such Borrowing of Revolving Loans shall be immediately applied to repay the outstanding
Swing Loans.



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     (e) Participations. If any Bank refuses or otherwise fails to make a Revolving Loan when
requested by the Agent pursuant to Section 1.7(d) 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 Agent, purchase from the
Agent an undivided participating interest in the outstanding Swing Loans in an amount equal to its
Percentage of the aggregate principal 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 Agent 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, 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 L/C Issuer shall issue 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 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 Effective Date, each Existing Letter of Credit
shall, without any 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 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



-8-









 




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.




     (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 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 acting as 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



-9-









 




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 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. (a) At any time prior to the Termination Date, the
Borrower may request (in consultation with the Agent) that the Commitments be increased, provided,
that (a) the Commitments shall at no time exceed $125,000,000; (b) the Borrower shall not
previously have reduced the Commitments; and (c) the Borrower shall not be entitled to



-10-









 




make such
request more than 2 times during the term of this Agreement. Such request shall be made in a
written notice given to the Agent and the Banks by the Borrower not less than twenty (20) Business
Days prior to the proposed effective date of such increase, which notice (a “Commitment Increase
Notice”) shall specify the amount of the proposed increase in the Commitments and the proposed
effective date of such increase. The proposed increase in the Commitments shall be in an amount
(i) not more than $25,000,000 with respect to the aggregate amount of all such increases and (ii)
not less than $10,000,000 with respect to any one such increase. No Bank shall have any obligation
to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that
is ten (10) Business Days after receipt of the Commitment Increase Notice, each Bank shall submit
to the Agent a notice indicating the maximum amount by which it is willing to increase its
Commitment in connection with such Commitment Increase Notice (any such notice to the Agent being
herein a “Bank Increase Notice”). Any Bank which does not submit a Bank Increase Notice to the
Agent prior to the expiration of such ten (10) Business Day period shall be deemed to have denied
any increase in its Commitment. In the event that the increases of Commitments set forth in the
Bank Increase Notices exceed the amount requested by the Borrower in the Commitment Increase
Notice, the Borrower shall have the right, in consultation with the Agent, to allocate the amount
of increases necessary to meet the Borrower’s Commitment Increase Notice. In the event that the
Bank Increase Notices are less than the amount requested by the Borrower, not later than three (3)
Business Days prior to the proposed effective date the Borrower may notify the Agent of any
financial institution that shall have agreed to become a “Bank” party hereto (a “Proposed New
Bank”) in connection with the Commitment Increase Notice. Any Proposed New Bank shall be subject
to the consent of the Agent, which consent shall not be unreasonably withheld. If the Borrower
shall not have arranged any Proposed New Bank(s) to commit to the shortfall from the Bank Increase
Notices, then the Borrower shall be deemed to have reduced the amount of its Commitment Increase
Notice to the aggregate amount set forth in the Bank Increase Notices. Based upon the Bank
Increase Notices, any allocations made in connection therewith and any notice regarding any
Proposed New Bank, if applicable, the Agent shall notify the Borrower and the Banks on or before
the Business Day immediately prior to the proposed effective date of the amount of each Bank’s and
Proposed New Banks’ Commitment (the “Effective Commitment Amount”) and the amount of the
Commitments, which amount shall be effective on the following Business Day. Any increase in the
Commitments shall be subject to the following conditions precedent: (i) the Borrower shall have
obtained the consent thereto of any guarantor of the Obligations and its reaffirmation of the
Credit Document(s), if any, executed by it, which consent and reaffirmation shall be in writing and
in form and substance reasonably satisfactory to the Agent, (ii) as of the date of the Commitment
Increase Notice and as of the proposed effective date of the increase in the Commitments, all
representations and warranties shall be true and correct in all material respects as though made on
such date and no event shall have occurred and then be continuing which constitutes a Default or an
Event of Default, (iii) the Borrower, the Agent and each Proposed New Bank or Bank that shall have
agreed to provide a Commitment in support of such increase in the Commitments shall have executed
and delivered a Commitment and Acceptance (“Commitment and Acceptance”) substantially in the form
of Exhibit F hereto, and (iv) the Borrower and
the Proposed New Bank shall otherwise have executed
and delivered such other instruments and documents as may be required hereunder or that the Agent
shall have requested in connection with such increase. In the event any provision of a Commitment
and Acceptance shall be inconsistent with any provision of this Agreement, then this Agreement
shall




-11-









 







govern. Upon satisfaction of the conditions precedent to any increase in the Commitments,
the Agent shall promptly advise the Borrower and each Bank of the effective date of such increase.
Upon the effective date of any increase in the Commitments that is provided by a Proposed New Bank,
such Proposed New Bank shall be a party to this Agreement as a Bank and shall have the rights and
obligations of a Bank hereunder. Nothing contained herein shall constitute, or otherwise be deemed
to be, a commitment on the part of any Bank to increase its Commitment hereunder at any time.




     (b) For purposes of this Section 1.9(b), (i) the term “Buying Bank(s)” shall mean (A) each
Bank the Effective Commitment Amount of which is greater than its Commitment prior to the effective
date of any increase in the Commitment, and (B) each Proposed New Bank that is allocated an
Effective Commitment Amount in connection with any Commitment Increase Notice, and (ii) the term
“Selling Bank(s)” shall mean each Bank whose Commitment is not being increased from that in effect
prior to such increase in the Commitment. Effective on the effective date of any increase in the
Commitments pursuant to Section 1.9(a) above, each Selling Bank hereby sells, grants, assigns and
conveys to each Buying Bank, without recourse, warranty, or representation of any kind, except as
specifically provided herein, an undivided percentage in such Selling Bank’s right, title and
interest in and to its outstanding Loans and L/C Obligations in the respective amount and
percentages necessary so that, from and after such sale, each such Selling Bank’s outstanding Loans
and L/C Obligations shall equal such Selling Bank’s Percentage (calculated based upon the Effective
Commitment Amounts) of the outstanding Loans and L/C Obligations. Effective on the effective date
of the increase in the Commitment pursuant to Section 1.9(a) above, each Buying Bank hereby
purchases and accepts such grant, assignment and conveyance from the Selling Bank(s). Each Buying
Bank hereby agrees that its respective purchase price for the portion of the outstanding Loans and
L/C Obligations purchased hereby shall equal the respective amount necessary so that, from and
after such payments, each Buying Bank’s outstanding Loans and L/C Obligations shall equal such
Buying Bank’s Percentage (calculated based upon the Effective Commitment Amounts) of the aggregate
outstanding Loans and L/C Obligations. Such amount shall be payable on the effective date of the
increase in the Commitments by wire transfer of immediately available funds to the Agent. The
Agent, in turn, shall wire transfer any such funds received to the Selling Banks, in same day
funds, for the sole account of the Selling Banks. Each Selling Bank hereby represents and warrants
to each Buying Bank that such Selling Bank owns the Loans being sold and assigned hereby for its
own account and has not sold, transferred or encumbered any or all of its interest in such Loans
and L/C Obligations, except for participations which will be extinguished upon payment to Selling
Bank of an amount equal to the portion of the outstanding Loans being sold by such Selling Bank.
Each Buying Bank hereby acknowledges and agrees that, except for each Selling Bank’s
representations and warranties contained in the foregoing sentence, each such Buying Bank has
entered into its Commitment and Acceptance with respect to such increase on the basis of its own
independent investigation and has not relied upon, and will not rely upon, any explicit or implicit
written or oral representation, warranty or other statement of the Banks or the Agent concerning
the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or the other Credit Documents. The Borrower hereby agrees to
compensate each Selling Bank for all losses, expenses and liabilities incurred by each Bank in
connection with the sale and assignment of any Eurodollar Loan hereunder on the terms and in the
manner as set forth in Section 2.4 hereof.



-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 Agent; 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 of Eurodollar
Loans upon three Business Days’ prior notice to the Agent or, in the case of a



-13-









 




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 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
principal amount of Loans and L/C Obligations then outstanding to the amount to which the
Commitments have been so reduced.



     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,




     (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,



-14-









 




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’ 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.
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 March
31, 2006, on the last day of each calendar quarter thereafter and on the 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



-15-









 




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). 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 in U.S. Dollars, in immediately available funds at the place
of payment. 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.



Section 5. Definitions; Interpretation.




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



     “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



-16-









 





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 Harris N.A. in its capacity as administrative agent hereunder, and any successor
pursuant to Section 11.7 hereof.



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



     “Agreement” means this Amended and Restated Credit Agreement, as the same may be amended,
modified or restated from time to time in accordance wit the terms hereof.



     “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 II 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 Base	 	Applicable Margin	 	 
	 	 	 	 	Rate Loans Under	 	for Eurodollar Loans	 	Applicable
	 	 	 	 	Revolving Credit	 	Under Revolving	 	Margin for
	 	 	Total
Indebtedness/Capital	 	and Reimbursement	 	Credit and Letter of	 	Commitment Fee
	Level	 	Ratio for Such Pricing Date	 	Obligations Shall Be:	 	Credit Fee Shall Be:	 	Shall Be:
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV

	 	Greater than or
equal to 0.55 to 1.0
	 	 	1.00	%	 	 	2.25	%	 	 	0.35	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III

	 	Less than 0.55 to
1.0, but greater
than or equal to
 0.45 to 1.0
	 	 	0.75	%	 	 	2.00	%	 	 	0.30	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II

	 	Less than 0.45 to
1.0, but greater
than or equal to
0.35 to 1.0
	 	 	0.50	%	 	 	1.75	%	 	 	0.25	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	I

	 	Less than 0.35 to 1.0
	 	 	0.25	%	 	 	1.50	%	 	 	0.20	%





; provided, however, that if on any Pricing Date the rating on the senior debt of the Borrower
is equal to or better than (i) NAIC 2 (or its equivalent) by the National Association of Insurance
Commissioners, (ii) BBB- (or its equivalent) by S&P, or (iii) Baa3 (or its equivalent) by Moody’s,
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, 2006, the date on which the Agent is in receipt of the Borrower’s




-17-









 







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 IV shall apply). If the Borrower 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.



     “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 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” is defined in the first paragraph of this Agreement.



     “Bank Increase Notice” is defined in Section 1.9(a) 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.



     “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



-18-









 




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.



     “Buying Bank(s)” is defined in Section 1.9(b) hereof.



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



-19-









 






     (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 and Acceptance” is defined in Section 1.9(a) hereof.



     “Commitment Increase Notice” is defined in Section 1.9(a) 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.



-20-









 





     “Credit Documents” means this Agreement, the Notes, the Applications and each Subsidiary
Guaranty Agreement delivered to the Agent pursuant to Section 8.1 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.



     “Departing Banks” means SunTrust Bank, Banca di Roma, The Bank of New York and JPMorgan Chase
Bank, 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.



     “E-One” means E-One, Inc., a Delaware 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 $25,000,000, 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 Commitment Amount” is defined in Section 1.9(a) hereof.



     “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, 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.



     “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.



-21-









 





     “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.



     “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.



     “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.



-22-









 





     “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.



     “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.



-23-









 





     “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.



     “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.



     “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.



     “Interest Period” is defined in Section 2.1 hereof.



-24-









 





     “L/C Issuer” means the Agent, or 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 all
other payment obligations of the Borrower arising under or in relation to any Credit Document.



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     “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.



     “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.



     “Proposed New Bank” is defined in Section 1.9(a) hereof.



     “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,
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 the Securitization
Transaction Attributed Indebtedness thereunder shall not exceed $100,000,000 at any time (it



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being
understood that in the event that (1) the Securitization Transaction Attributed Indebtedness
thereunder shall exceed $100,000,000 at any time, or (2) the BA Lease Financing Loan Agreement is
amended in any respect after March 24, 2005, without the written acceptance of the Agent, 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 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.



     “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.



     “Seller Bank(s)” is defined in Section 1.9(b) hereof.



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



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



     “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



-27-









 




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.



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



     “Swing Line Sublimit” means $10,000,000, 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.



     “Termination Date” means March 31, 2009.



     “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 be deemed to reduce the Unused Commitment of the Agent
for purposes of computing the commitment fee under Section 3.1 hereof.



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



     “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.



     “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



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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
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.



     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, 2004, and the unaudited interim financial statements heretofore delivered to the Banks
showing historical performance of the Borrower for the 9 months ending on September 30, 2005, have
been prepared in accordance with generally accepted accounting principles applied on a basis
consistent, except as otherwise noted therein, with that of the



-30-









 




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, 2004, 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 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



-31-









 




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, or a “holding
company”, or a “Subsidiary company” of a “holding company”, or an “affiliate” of a “holding
company” or of a “Subsidiary company” of a “holding company”, within the meaning of the Public
Utility Holding Company Act of 1935, 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 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.



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     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 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:



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     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 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 for each Bank 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 Agent, the duly executed Swing Note, of the Borrower dated the date hereof
and otherwise in compliance with the provisions of Section 1.6(a) hereof;




     (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; and




     (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





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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).



     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; and




     (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).



     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 (d), both inclusive, above.



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:



-35-









 





     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.



     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 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.



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     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:




     (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



-37-







 






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 (i) or (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 (it being agreed that the
relevant defined terms contained in this Agreement shall be used to determine compliance with
Section 8.14, Section 8.15 and Section 8.16 of this Agreement as of December 31, 2005). 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.



     (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



-38-









 






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, 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;



-39-









 






     (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 (l) 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 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



-40-









 






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
(l) 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 (l) 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




     (l)
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 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 for working capital, repayment of other Indebtedness, and other general corporate
purposes. The Borrower will not use any part of the proceeds of any of the Borrowings directly or
indirectly to purchase or carry any margin stock (as defined in



-41-









 




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 may consolidate or merge with any other Person if (x) the Borrower is
the surviving or continuing corporation 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.


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 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




-42-









 







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 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



-43-









 






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-1 by Moody’s Investors Services, Inc. or
A-1 by Standard & Poor’s Corporation 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) acquisitions of all or any substantial part of the assets or business of any other
Person or division thereof engaged in any business similar or complementary to that
currently conducted by the Borrower and its Subsidiaries, or of a majority of the Voting
Stock of such a Person, or of equity interests in any Person which does not become a
Subsidiary as a result of such acquisition but is engaged (or promptly after such
acquisition will be engaged) in any such similar or complementary business, provided that
(i) no Default or Event of Default exists or would exist after giving effect to such
acquisition, (ii) the Board of Directors or other governing body of such Person whose



-44-









 






Property, or Voting Stock or other interests in which, are being so acquired has approved
the terms of such acquisition and (iii) the Borrower shall have delivered to the Banks an
updated Schedule 6.2 to reflect any new Subsidiary resulting from such acquisition;




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




     (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 clause (s), 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) Investments not otherwise permitted by this Section 8.13 aggregating not more than
$35,000,000 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 clause (m), above, even



-45-









 




if such Guaranties
entered into under this clause (s) could not otherwise be entered into under said clause
(m); and





     (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 E-One under the BA Lease Financing.



     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) $350,000,000 plus (b) 50% of Consolidated Net Income of
the Borrower for each fiscal quarter of the Borrower ending on or after March 31, 2006, 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 .60
to 1.0.



     Section 8.16. Interest Coverage Ratio. The Borrower will, as of the last day of each fiscal
quarter of the Borrower ending during the periods set forth below, maintain an Interest Coverage
Ratio not less than the ratio set forth below:



	 	 	 	 	 
	 	 	Interest
Coverage Ratio Shall Not Be	 
	Fiscal Quarter Ending Dates	 	Less Than	 
	Effective Date through 9/30/06
	 	2.5 to 1.0	 
	 
	 	 	 	 
	12/31/06 and thereafter
	 	3.0 to 1.0	 






     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:



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     (a) Indebtedness to the Banks, their Affiliates (in the case of Hedging Liability) and
the Agent as Guarantors under Subsidiary Guaranties;




     (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(l) 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 65% 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. The Borrower will deliver to the Agent within 60 days of the Effective Date a
resolution of its board of directors in form and substance reasonably satisfactory to the Agent
specifically ratifying its execution and delivery of this Agreement and the Notes and its



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performance of its obligations hereunder and thereunder, which resolution will supersede any
general board of directors’ resolution authorizing the Borrower’s incurrence of the Obligations.




     Section 8.22. Ownership of E-One, Inc. 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 E-One and hold of
record all of the issued and outstanding Stock of E-One free and clear of all Liens and Adverse
Claims, and (ii) not create or suffer to exist any Lien or other Adverse Claim on any of the Stock
of E-One. 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 is 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;



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     (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 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;



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     (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.



     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 to be forthwith due and payable and thereupon all
outstanding Notes, 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 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.




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     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.



     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 Agent (to the extent available) to, the reimbursement of any payment under any
Letter of Credit then or thereafter made by the Agent, 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



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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 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



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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 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,



-53-









 







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.



     (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. Each Bank hereby appoints Harris N.A.
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



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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. 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.



     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



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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 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.



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     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 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. 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. The L/C Issuer shall
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 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 as fully as if the term “Agent”, as used in this Section 11, included the L/C Issuer with
respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect
to such L/C Issuer.



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.



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     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

Attn: 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.



     Section 13.11. Participants and Note Assignees. 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, and to assign its rights under such Loans and Reimbursement
Obligations or the Notes evidencing such Loans, to one or more other banks, insurance companies,
commercial lenders and other financial institutions; provided that no such participation or
assignment shall relieve any Bank of any of its obligations under this Agreement,



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and provided
further that no such assignee 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 or assignee, except that nothing herein provided is intended to affect the rights of an
assignee of a Note to enforce the Note assigned. Any party to which such a participation or
assignment 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 or assignment 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 this Agreement; provided that such
participation agreement may provide that such Bank will not agree to any modification, amendment or
waiver of this Agreement 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. Assignment Agreements.



     (a) Generally. Each Bank may, from time to time upon at least five (5) Business Days’ notice
to the Agent and the Borrower, assign to other Persons all or any part of its rights and
obligations under this Agreement (including without limitation the indebtedness evidenced by each
Note then owned by such assigning Bank, together with an equivalent proportion of its obligation to
make Loans and advances and participate in Letters of Credit) pursuant to written agreements in the
form attached hereto as Exhibit D executed by such assigning Bank, such assignee Bank or Banks, the
Borrower, the Agent and the L/C Issuer, which agreements shall specify in each instance the portion
of the indebtedness evidenced by each Note which is to be assigned to each such assignee lender and
the portion of the Commitments of the assigning Bank to be assumed by such assignee lender (the
“Assignment Agreements”); provided, however, that (i) each such assignment shall be of a constant,
and not a varying, percentage of the assigning Bank’s rights and obligations under this Agreement
and the assignment shall cover the same percentage of such Bank’s Commitments, Loans, Notes and
interests in Letters of Credit; (ii) the aggregate amount of the Commitment of the assigning Bank
being assigned pursuant to each such assignment (determined as of the effective date of the
relevant Assignment Agreement) shall in no event be less than $5,000,000 (or the entire amount of
its Commitment, if less); (iii) each Bank not assigning its entire Commitment shall maintain for
its own account at least $5,000,000 of its Commitment; (iv) the Agent, the L/C Issuer and the
Borrower must each consent (which consents shall not be unreasonably withheld) to each such
assignment (except that the Borrower’s consent is not required if such assignment (A) is made after
an Event of Default has occurred, (B) is made to an Affiliate of such assigning Bank, or (C) is
made to a Federal Reserve Bank); and (iv) the Agent must receive a processing and recordation fee
of $3,500 and any out-of-pocket attorney’s fees incurred by the Agent in connection with such



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Assignment Agreement. Upon the execution of each Assignment Agreement by the assigning Bank
thereunder, the assignee lender thereunder, the Borrower, the Agent and the L/C Issuer and payment
to such assigning Bank by such assignee lender of the purchase price for the portion of the
indebtedness of the Borrower being acquired by it, (i) such assignee lender shall thereupon become
a “Bank” for all purposes of this Agreement with Commitments in the amounts set forth in such
Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder,
(ii) such assigning Bank shall have no further liability for funding the portion of its Commitments
assumed by such new assignee Bank and (iii) the address for notices to such assignee Bank shall be
as specified in the Assignment Agreement executed by it. Concurrently with the execution and
delivery of such Assignment Agreement, the Borrower shall execute and deliver a Note to the
assignee Bank in the amount of its Commitment and a new Note to the assigning Bank in the amount of
its Commitment after giving effect to the reduction occasioned by such assignment, all such Notes
to constitute “Notes” for all purposes of this Agreement.



     (b) 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 or the L/C Issuer are affected
thereby, the Agent or L/C Issuer, as applicable; provided that:



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     (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 any Guarantor from its 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 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) and any other Indebtedness
at any time held or owing by that Bank or that subsequent holder to



-66-









 







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,
such Bank shall (to the extent permitted by applicable law) notify the Borrower of such



-67-









 







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.



-68-









 





     Upon your acceptance hereof in the manner 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 February 3, 2006.



	 	 	 	 	 
	 	“Borrower”





Federal Signal Corporation

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





Federal Signal
Corporation
Signature Page to Amended and Restated Credit Agreement














 






	 	 	 	 	 
	 	“Guarantors” 

E-One, Inc. (f/k/a Emergency One, Inc.)

Vactor Manufacturing, Inc.

Clapp Dico Corporation

Elgin Sweeper Company

Dayton Progress Corporation

P.C.S. Company

Federal APD Incorporated.

Leach Company, Inc.

Manchester Tool Company

E-One New York, Inc.

Federal Sign and Signal, Inc.


Dayton Progress International

Corporation


Guzzler Manufacturing, Inc.


Emergency Vehicle Solutions of Southern

California


On Time Machining Company

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.

Dayton Punch and Die Company

Emergency One, Inc.

Saulsbury Fire Rescue, Inc.

Texas Fire Rescue, Inc.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Federal Signal
Corporation
Signature Page to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



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




Address and Amount of Commitments:






	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Harris N.A., in its individual capacity as a
Bank and as Agent
	 
	 	 	 	 	 	 
	111 West Monroe Street
	 	 	 
	Chicago, Illinois 60603
	 	 	 
	Attn.: Rachel Li
	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	By	 
	 
	 	 	 	 	 	 	 
	Telecopy:

	(312) 461-5225	 	 	Name:	 
	 

	 	 	 	 	 	 	 
	Telephone:

	(312) 461-2735	 	 	Title:	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Commitment:

	 	$	27,500,000	 	 	 
	Swing Line Sublimit

	$	10,000,000	 	 	 
	 
	 	 	 	 	 	 
	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.: 10 West
	 	 






Federal Signal
Corporation
Signature Page to Amended and Restated Credit Agreement




 










 






	 	 	 	 
	 
	 	 
	Address and Amount of Commitments:
	 	 
	 
	 	 
	Address:

	 	Bank of America, N.A.
	231 South LaSalle Street
	 	 
	Mail Code IL-231-10-10
	 	 
	Chicago, Illinois 60604
	 	 
	Attn.: Timothy Cassidy

	 	By	 
	 

	 	 	 
	Telecopy: (312) 828-5140

	 	Name:
	 

	 	 	 
	Telephone: (312) 828-3816

	 	Title:
	 

	 	 	 
	 
	 	 
	Commitment:           $15,000,000
	 	 
	 
	 	 
	Lending Offices:
	 	 
	 
	 	 
	Base Rate Loans:
	 	 
	 
	 	 
	231 South LaSalle Street
	 	 
	Chicago, Illinois 60604
	 	 
	Attn.: Timothy Cassidy
	 	 
	 
	 	 
	Eurodollar Loans:
	 	 
	 
	 	 
	231 South LaSalle Street
	 	 
	Chicago, Illinois 60604
	 	 
	Attn.: Timothy Cassidy
	 	 






Federal Signal
Corporation
Signature Page to Amended and Restated Credit Agreement












 





	 	 	 	 	 



Address and Amount of Commitments:






	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	The
Bank of Tokyo — Mitsubishi UFJ, Ltd., 
    Chicago Branch, f/k/a The
Bank of 
    Tokyo — Mitsubishi, Ltd.

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

	 	 	 	 	 	By	 
	 
	 	 	 	 	 	 	 
	Telecopy:

	(312) 696-4535	 	 	Name:	 
	 

	 	 	 	 	 	 	 
	Telephone:

	(312) 696-4663	 	 	Title:	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Commitment:

	 	$	7,500,000	 	 	 
	 
	 	 	 	 	 	 
	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 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’Conner

	 	 	 
	 
	 	 	 	 
	 
	 	By	 
	 

	 	 	 
	Telecopy:
(312) 444-4906

	 	Name:
	 

	 	 	 
	Telephone:
(312) 557-5126

	 	Title:
	 

	 	 	 
	 
	 	 
	Commitment:           $10,000,000
	 	 
	 
	 	 
	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 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	 
	 

	 	 	 
	Telecopy:
(212) 318-9318

	 	Name:
	 

	 	 	 
	Telephone:
(212) 318-9303

	 	Title:
	 

	 	 	 
	 
	 	 
	Commitment:           $15,000,000
	 	 
	 
	 	 
	Lending Offices:
	 	 
	 
	 	By	 
	 

	 	 	 
	 
	 	Name:
	 

	 	 	 
	 
	 	Title:
	 

	 	 	 

	 
	 	 
	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 Amended and Restated Credit Agreement












 






	 	 	 	 
	 
	 	 
	Address and Amount of Commitments:
	 	 
	 
	 	 
	Address:

	 	LaSalle
Bank National Association
	135
South LaSalle Street, Ste. 1127
	 	 
	Chicago,
Illinois 60603
	 	 
	Attn.:
Karen Orlich

	 	 	 
	 
	 	 	 	 
	 
	 	By	 
	 

	 	 	 
	Telecopy:
(312) 904-5483

	 	Name:
	 

	 	 	 
	Telephone:
(312) 904-2913

	 	Title:
	 

	 	 	 
	 
	 	 
	Commitment:           $15,000,000
	 	 
	 
	 	 
	Lending Offices:
	 	 
	 
	 	 
	Base Rate Loans:
	 	 
	 
	 	 
	135
South LaSalle Street, Ste. 1127
	 	 
	Chicago,
Illinois 60603
	 	 
	Attn.:
                   
	 	 
	 
	 	 
	Eurodollar Loans:
	 	 
	 
	 	 
	135
South LaSalle Street, Ste. 1127
	 	 
	Chicago,
Illinois 60603
	 	 
	Attn.:
                   
	 	 






Federal Signal
Corporation
Signature Page to Amended and Restated Credit Agreement












 






	 	 	 	 
	 
	 	 
	Address and Amount of Commitments:
	 	 
	 
	 	 
	Address:

	 	National
City Bank of the Midwest, in its

   individual capacity as a Bank and as

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

	 	 	 
	 
	 	 	 	 
	 
	 	By	 
	 

	 	 	 
	Telecopy:
(312) 384-4666

	 	Name:
	 

	 	 	 
	Telephone:
(312) 384-4624

	 	Title:
	 

	 	 	 
	 
	 	 
	Commitment:           $20,000,000
	 	 
	 
	 	 
	Lending Offices:
	 	 
	 
	 	 
	Base Rate Loans:
	 	 
	 
	 	 
	_____________________
	 	 
	_____________________
	 	 
	Attn.: ________________

	 	 
	 
	 	 
	Eurodollar Loans:
	 	 
	 
	 	 
	_____________________
	 	 
	_____________________
	 	 
	Attn.: ________________

	 	 






Federal Signal
Corporation
Signature Page to Amended and Restated Credit Agreement












 






WITHDRAWAL
OF DEPARTING BANKS




     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 Banks under the Existing Agreement
that are outstanding on the Effective Date (the “Departing Banks’ Loans”), the
proceeds of which Revolving Loans shall be used by the Borrower to prepay in
full on the Effective Date of the Departing Banks’ Loans, (2) the Banks shall
purchase from the Departing Banks, and the Departing Banks shall sell to the
Banks, all of the Departing Banks’ participations in Swing Loans, Letters of
Credit and L/C Obligations under the Existing Agreement, and (3) the Departing
Banks’ commitments to extend credit to or for the account of the Borrower under
the existing Agreement shall terminate. 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 Banks’ Loans and all other fees and
other amounts due to the Departing Banks 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 Banks’ Loans. Upon payment in full of
all principal of and accrued interest on the Departing Banks’ Loans and all such
other amounts due to the Departing Banks under the Existing Agreement and the
purchase by the Banks of all of the Departing Banks’ participations in Swing
Loans, Letters of Credit and L/C Obligations under the Existing Agreement, each
of the Departing Banks 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.



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




Federal Signal
Corporation
Signature Page to Amended and Restated Credit Agreement












 





	 	 	 	 	 
	 	SUNTRUST BANK, solely as a Departing Bank

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANCA DI ROMA, CHICAGO BRANCH, solely as a Departing Bank

 	 
	 	 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK, solely as a Departing Bank

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., solely as a Departing Bank

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Federal Signal
Corporation
Signature Page to Amended and Restated Credit Agreement











 






Exhibit A-1




Revolving Note




February 3, 2006




     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 Harris N.A., 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 Amended and Restated
Credit Agreement dated as of February 3, 2006, among the Borrower, Harris N.A., 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. $_________

	 	February 3, 2006






     For Value Received, the undersigned, Federal Signal Corporation, a
Delaware corporation (the “Borrower”), hereby promises to pay to the order of Harris N.A. (the
“Bank”) on the Termination Date of the hereinafter defined Credit Agreement, at the principal office
of Harris N.A., 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 Amended and Restated Credit Agreement
dated as of February 3, 2006, among the Borrower, Harris N.A., 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 Harris N.A. as Agent pursuant to the Amended and
Restated Credit Agreement (the “Credit Agreement”) dated as of February 3, 2006, by and among
Federal Signal Corporation, the Banks signatory thereto and Harris N.A. 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 Amended and Restated Credit Agreement

Dated as of February 3, 2006

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)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	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
	 	 	.60 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 $25,000,000)	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(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:
	 	 	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
	 	 	65	%
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.	 	 	Borrower in compliance? (Circle Yes or No)
	 	Yes/No

	 

	 	 	 	 	 	 	 	 	 	 







-3-










 






Exhibit C




Subsidiary
Guaranty Agreement




_______________, ______




Harris
N.A., as Agent for the

Banks party to the Amended and

Restated Credit Agreement dated

as of February 3, 2006 among

Federal Signal Corporation, certain

Guarantors, such Banks and such

Agent (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
Amended and Restated Credit Agreement dated as of February 3, 2006 (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) and Harris N.A., 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,
a ___% interest in and to all of the Assignor’s rights and obligations under the Credit Agreement as
of the Effective Date (as defined below), including, without limitation, such percentage interest in the Assignor’s
Commitment as in effect on the Effective Date and the Revolving Loans, if any, owing to the Assignor on the Effective Date.



     2. The
 Assignor (i) represents and warrants that as of the date hereof (A) its Commitment is $___,
and (B) the aggregate outstanding principal amount of Revolving Loans made by it under the Credit Agreement
that have not been repaid is $___and a description of the
interest rates and interest periods for such Revolving Loans is attached as Schedule 1 hereto; (ii) 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; (iii) 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 (iv) 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 fees accrued to the date hereof with respect to the interest assigned hereby are for the
account of the Assignor and such fees accruing from and including the date hereof 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 Borrower for its acceptance and to the Agent for acceptance and recording by the Agent.



     6. Upon such acceptance and recording, as of the
 Effective Date, (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, from and
after the Effective Date, 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 the Effective Date 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.



-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-










 






Exhibit E




Notice of Payment Request




[Date]




[Name of Bank]


[Address]




Attention:




     Reference is made to the Amended and Restated Credit Agreement, dated as of February 3, 2006,
as amended, among Federal Signal Corporation, the Banks party thereto, and Harris N.A., 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




Form of Commitment and Acceptance




Dated [______________________]





     Reference is made to the Amended and Restated Credit Agreement, dated as of February 3, 2006
(the “Credit Agreement”), among Federal Signal Corporation (the “Borrower”), the
guarantors party thereto the banks party thereto (the “Banks”), and Harris N.A., as Agent
and Lead Arranger (the “Agent”). Terms defined in the Credit Agreement are used herein with the
same meaning.



     Pursuant to Section 1.9 of the Credit Agreement, the Borrower has requested an increase in the
Commitment from $___to $___. Such increase in the Commitment is to become
effective on the date (the “Effective Date”) which is the later of (i) _________, ___and (ii)
the date on which the conditions precedent set forth in Section 1.9(a) in respect of such increase
have been satisfied. In connection with such requested increase in the Commitment, the Borrower,
the Agent and _________(the “Accepting Bank”) hereby agree as follows:



     1. Effective as of the Effective Date, [the Accepting Bank shall become a party to the Credit
Agreement as a Bank and shall have all of the rights and Obligations of a Bank thereunder and shall
thereupon have a Commitment under and for purposes of the Credit Agreement in an amount equal to
the] [the Commitment of the Accepting Bank under the Credit Agreement shall be increased from
$___to the] amount set forth opposite the Accepting Bank’s name on the signature page
hereof.



     [2. The Accepting Bank hereby (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Commitment and Acceptance Agreement; (ii) agrees that it will, independently and without
reliance upon the Agent 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
contractual representative on its behalf and to exercise such powers under the Credit Agreement and
the other Credit Documents as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; and (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.]



     [3.] The Borrower hereby represents and warrants that as of the date hereof and as of the
Effective Date, (a) all representations and warranties of the Borrower contained in Section 6 of
the Credit Agreement shall be true and correct in all material respects as though made on such date
(unless such representation and warranty is made as of a specific date, in which case such












 







representation and warranty shall be true and correct as of such date) and (b) no event shall have
occurred and then be continuing which constitutes a Default or an Event of Default,



     [4.] This Commitment and Acceptance Agreement shall be governed by, and construed in
accordance with, the Internal Laws of the State of Illinois.



     [5.] This Commitment and Acceptance Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which taken together shall constitute one and
the same instrument.



     In Witness Whereof, the parties hereto have caused this commitment and Acceptance
Agreement to be executed by their respective officers thereunto duly authorized, as of the date
first above written.




	 	 	 	 	 
	 	FEDERAL SIGNAL CORPORATION

 	 
	 	By  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 
	 	HARRIS N.A., as Agent

 	 
	 	By  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 
	COMMITMENT

$	ACCEPTING BANK





[BANK]

 	 
	 	By  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 



-2-









 






Schedule I




	 	 	 	 	 	 	 
	Principal Amount
	 	Type of Loan
	 	Interest Rate
	 	Last day of

Interest Period
	 
	 	 
	 	 
	 	 






















 





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














 






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	%
	 
	 	 	 	 	 	 	 	 
	Federal APD de Mexico, S.A.
de C.V.

	 	No
	 	Mexico
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	Federal APD DO Brasil Ltda.

	 	No
	 	Brazil
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	Federal Signal (Shanghai)

	 	No
	 	Shanghai, China
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	Environmental & Sanitary
Vehicle Co. Ltd.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	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	%






-2-









 






	 	 	 	 	 	 	 	 	 
	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	%
	 
	 	 	 	 
	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	%
	 
	 	 	 	 	 	 	 	 
	Dayton Punch and Die Company

	 	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	%
	 
	 	 	 	 	 	 	 	 
	Manchester Tool Company

	 	Yes
	 	Delaware
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	On Time Machining Company

	 	Yes
	 	Ohio
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	Pauluhn Electric Mfg. Co.
Inc.

	 	Yes
	 	New York
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	Pauluhn Electric Manufacturing, LLP

	 	Yes
	 	Texas
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	P.C.S. Company

	 	Yes
	 	Michigan
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	Saulsbury Fire Rescue, Inc.

	 	Yes
	 	New York
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	Texas Fire Rescue, Inc.

	 	No
	 	Texas
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	Vactor Manufacturing, Inc.

	 	Yes
	 	Illinois
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	Victor Products USA,

Incorporated

	 	Yes
	 	Delaware
	 	 	100	%







-2-










 







Schedule 6.5




Litigation And Labor Controversies




     The International Association of Machinists and
Aerospace Workers is attempting to organize the workforce (approximately 900 employees) at the operations of E-One, Inc. in Ocala, Florida.
A petition has been filed and accepted and a vote is set for February 16, 2006.
This is the 6th time unionization has been attempted since 1991; all efforts to date have been defeated.















 






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.