federalsignalsecondamend






                                                                                     SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT         This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this  “Second Amendment”) is entered into as of December 20, 2018, by and among FEDERAL SIGNAL  CORPORATION, a Delaware corporation (“US Borrower”), FST CANADA INC., an Ontario corporation  (“Non-US-Borrower”  and  collectively  with  U.S.  Borrower,  the  “Borrowers”  and  each  a  “Borrower”),  WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative  Agent for the Lenders (“Administrative Agent”) and the Lenders party hereto (the “Lenders”).                                     RECITALS:         A.    The Lenders made loans and certain other financial accommodations to the Borrowers as  evidenced by that certain Amended and Restated Credit Agreement dated as of January 27, 2016, by and  among the US Borrower, certain Foreign Subsidiaries of US Borrower from time to time parties thereto as  Non-US  Borrowers, the Administrative Agent and  the  Lenders party  thereto (as  heretofore  amended,  restated, modified or supplemented, the “Existing Credit Agreement”).         B.    The Non-US Borrower became a party to the Existing Credit Agreement and assumed all  of the obligations and liabilities of a Non-US Borrower thereunder pursuant to that certain Notice of Non- US Borrower and Assumption Agreement dated as of May 27, 2016, made by the Non-US Borrower in  favor of the Administrative Agent and the Lenders party to the Existing Credit Agreement.         C.    Borrowers hereby request and the Administrative Agent and the Lenders hereby agree,  subject to the terms and conditions hereof, to amend the Existing Credit Agreement.         NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated  into this Second Amendment and made a part hereof, and for good and valuable consideration, the receipt  and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:          1.    Incorporation of Recitals.  Borrowers hereby represent and warrant to the Lenders that the  foregoing recitals are: (a) true and correct, and (b) an integral part of this Second Amendment.  Borrowers  and the Lenders hereby agree that all of the Recitals in this Second Amendment are hereby incorporated  into and made a part hereof.           2.    Capitalized Terms.   Except  as  otherwise  defined  in  this Second Amendment,  each  capitalized  term  used  herein  shall  have  the  same  meaning  as  that  ascribed  to  it  in  the  Existing  Credit  Agreement, and such definitions shall be incorporated herein by reference, as if fully set forth herein.         3.    Amendment to Existing Credit Agreement.               A.    Section 1.3(b) of the Existing Credit Agreement is hereby amended by adding the  following sentence immediately following the last sentence thereto:               For the avoidance of doubt, (i) notwithstanding any change in GAAP after the              Closing  Date  that  would  require  lease  obligations  that  would  be  treated  as              Operating  Leases  as  of  the  Closing  Date  to  be  classified  and  accounted  for  as              capital  leases  or  otherwise  reflected  on  Credit  Parties’  and  their  Subsidiaries’              consolidated  balance  sheet,  such  obligations  shall  continue  to  be  treated  as              Operating Leases and (ii) any lease that was entered into after the  date  of this              Agreement that would have been considered an Operating Lease under GAAP in              effect as of the Closing Date shall be treated as an Operating Lease for all purposes              under this Agreement and the other Loan Documents.                                                                      US_ACTIVE-142030594.2  





 






      4.    Representations,  Warranties  and  Covenants.  Each Borrower  hereby  represents and  warrants to Administrative Agent and the Lenders as of the date hereof as follows:               A.    no Default or Event of Default has occurred and is continuing under the Existing  Credit Agreement or any other Loan Document;               B.    the  representations  and  warranties  of such Borrower  in  the  Existing  Credit  Agreement and each Loan Document are true and correct in all material respects as of the date hereof,  except for any representation and warranty that is qualified by materiality or reference to Material Adverse  Effect, in which case, such representation and warranty is true and correct in all respects, on and as of the  date hereof as with the same effect as if made on and as of the date hereof (except for any such representation  and warranty that by its terms is made only as of an earlier date, which representation and warranty shall  remain true and correct in all material respects as of such earlier date, except for any representation and  warranty made only as of an earlier date that is qualified by materiality or reference to Material Adverse  Effect, which such representation and warranty shall be true and correct in all respects as of such earlier  date); and                C.    this Second Amendment has  been  duly  authorized,  executed  and  delivered  on  behalf of such Borrower and this Second Amendment constitutes the legal, valid and binding obligation of  such Borrower,  enforceable  in  accordance  with  its  terms  except  as  enforceability  may  be  limited  by  applicable bankruptcy, insolvency or laws affecting creditor’s rights generally and by general principles of  equity.         5.    Conditions Precedent.  The obligation of Administrative Agent and the Lenders to enter  into this Second Amendment is subject to each Borrower and each Credit Party entering into, executing and  delivering to Administrative Agent a fully executed original of this Second Amendment.         6.    Waiver  of  Claims.  Each Borrower  hereby  acknowledges,  agrees  and  affirms  that  it  currently possesses no claims, defenses, offsets, recoupment or counterclaims of any kind or nature against  or  with  respect  to  the  enforcement  of  the  Existing  Credit Agreement  or  any  Loan  Document  or  any  amendments thereto (collectively, the “Claims”), nor does such Borrower now have Knowledge of any  facts that would or might give rise to any Claims.  If facts now exist which would or could give rise to any  Claim against or with respect to the enforcement of the Existing Credit Agreement or any Loan Document,  as amended hereby, each Borrower hereby unconditionally, irrevocably and unequivocally waives to the  extent permitted by applicable law and fully releases any and all such Claims as if such Claims were the  subject of a lawsuit (other than the defense of payment in full), adjudicated to final judgment from which  no appeal could be taken and therein dismissed with prejudice.         7.    Ratification of Existing Credit Documents.  From and after the date hereof, the Existing  Credit Agreement and the Loan Documents shall be deemed to be amended and modified as provided  herein, and, except as so amended and modified, the Existing Credit Agreement and the Loan Documents  shall continue in full force and effect and the Existing Credit Agreement and the applicable provisions of  this Second Amendment shall be read, taken and construed as one and the same instrument.  Each Borrower  hereby  remakes,  ratifies  and  reaffirms  all  of  its  Obligations  under  the  terms  of  the  Existing  Credit  Agreement and the Loan Documents and any other document to which it is a party evidencing, creating or  securing the Loans, as of the date hereof after giving effect to the amendments contained herein including,  without limitation, the granting of a security interest thereunder.  On and after the date hereof, the term  “Credit  Agreement”  used  in  any  document  evidencing  the  Loans shall  mean  the  Existing  Credit  Agreement  as  amended  hereby.   Nothing  in  this Second Amendment shall  constitute  a  waiver  or  relinquishment of (a) any Default or Event of Default under any of the Loan Documents, (b) any of the  agreements, terms or conditions contained in any of the Loan Documents, (c) any rights or remedies of the                                        - 2 -                                      





 






Administrative  Agent or  any  Lender  with  respect  to  the  Loan  Documents,  or  (d)  the  rights  of  the  Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents.         8.    Representation by Counsel.  Each Borrower hereby represents that it has been represented  by competent counsel of its choice in the negotiation and execution of this Second Amendment; that it has  read  and  fully  understands  the  terms  hereof,  that  such  party  and  its  counsel  have  been  afforded  an  opportunity to review, negotiate and modify the terms of this Second Amendment, and that it intends to be  bound hereby.         9.    Third  Party  Beneficiary;  Consents.  Each Borrower  hereby  represents  that this Second  Amendment does not violate any provision of any instrument, document, contract or agreement to which  such party is a party, or such Borrower hereby represents that it has obtained all requisite consents under  those third party instruments prior to entering into this Second Amendment.         10.   Counterparts.  This Second Amendment may be executed in any number of counterparts,  and by the different parties hereto and thereto on the same or separate counterparts, each of which, when  so  executed  and  delivered,  shall  be  deemed  to  be  an  original;  all  the  counterparts  for  this Second  Amendment shall together constitute one and the same agreement.  Delivery of a counterpart to this Second  Amendment by facsimile  or electronic  transmission shall constitute  delivery of an  original counterpart  hereto.         11.   Governing Law.  This Second Amendment and any claim, controversy, dispute or cause of  action  (whether  in  contract  or  tort  or  otherwise)  based  upon,  arising  out  of  or  relating  to  this Second  Amendment or any Loan Document (except, as to any Loan Document, as expressly set forth therein) and  the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with,  the law of the State of Illinois.         12.   Submission to Jurisdiction.  Each  of the parties hereto irrevocably and unconditionally  agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in  law or equity, whether in contract or in tort or otherwise, arising out of or in any way relating to this Second  Amendment or any Loan Document or the transactions relating hereto or thereto, in any forum other than  the courts of the State of Illinois sitting in Cook County, and of the United States District Court of the  Northern  District  of  Illinois,  and  any  appellate  court  from  any  thereof,  and  each  of  the  parties  hereto  irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in  respect of any such action, litigation or proceeding may be heard and determined in such Illinois State court  or, to the fullest extent permitted by Applicable Law, in such federal court.  Each of the parties hereto agrees  that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced  in other jurisdictions by suit on the judgment or in any other manner provided by law.           13.   Waiver of Venue.  Each of the parties hereto irrevocably and unconditionally waives, to  the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying  of venue of any action or proceeding arising out of or relating to this Second Amendment or any Loan  Document in any court referred to in Section 12.  Each of the parties hereto hereby irrevocably waives, to  the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance  of such action or proceeding in any such court.         14.   Service of Process.  Each party hereto irrevocably consents to service of process in the  manner provided for notices in Section 12.1 of the Existing Credit Agreement.  Nothing in this Second  Amendment will affect the right of any party hereto to serve process in any other manner permitted by  Applicable Law.                                         - 3 -                                      





 






      15.   WAIVER  OF  JURY  TRIAL.  EACH  PARTY  HERETO  HEREBY  IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY  HAVE  TO  A  TRIAL  BY  JURY  IN  ANY  LEGAL  PROCEEDING  DIRECTLY  OR  INDIRECTLY  ARISING OUT OF OR RELATING TO THIS SECOND AMENDMENT OR ANY LOAN DOCUMENT  OR  THE  TRANSACTIONS  CONTEMPLATED  HEREBY  OR  THEREBY  (WHETHER  BASED  ON  CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT  NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,  EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF  LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT  IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SECOND  AMENDMENT   AND  THE  LOAN  DOCUMENTS  BY,  AMONG  OTHER  THINGS,  THE  MUTUAL  WAIVERS AND CERTIFICATIONS IN THIS SECTION.            THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.                                         - 4 -                                      





 






      IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment dated as of  the date first written above.                                          BORROWERS:                                          FEDERAL SIGNAL CORPORATION, as US                                         Borrower                                          By:   __/s/ Jennifer L. Sherman_______                                          Name: Jennifer L. Sherman                                         Title: President and Chief Executive Officer                                           By:   ___/s/ Svetlana Vinokur__________                                          Name: Svetlana Vinokur                                         Title: Vice President, Treasurer and Corporate                                               Development                                          FST CANADA INC., as Non-US Borrower                                           By:   ___/s/ Svetlana Vinokur__________                                          Name: Svetlana Vinokur                                         Title: Vice President and Treasurer                                                        [Signature Page to Second Amendment to Amended and Restated Credit Agreement]  





 






                          ADMINISTRATIVE AGENT, SWINGLINE                            LENDER, ISSUING LENDER AND LENDER:                             WELLS FARGO BANK, NATIONAL                            ASSOCIATION                              By:      __/s/ Brett Rausch_________________                            Name:    Brett Rausch                            Title:   Senior Vice President                                   [Signature Page to Second Amendment to Amended and Restated Credit Agreement]  





 






                             OTHER LENDERS:                                JPMORGAN CHASE BANK, N.A.                                 By:   __/s/ Jonathan M. Deck____                               Name: Jonathan M. Deck                               Title: Authorized Officer    [Signature Page to Second Amendment to Amended and Restated Credit Agreement]  





 






                             LENDER:                                                              JPMORGAN CHASE BANK, N.A.,                               TORONTO BRANCH                                 By:     ____/s/ Michael N. Tam______                               Name: Michael N. Tam                               Title: Senior Vice President                   [Signature Page to Second Amendment to Amended and Restated Credit Agreement]  





 






                             LENDER:                                                              KEYBANK NATIONAL ASSOCIATION                                 By:   ___/s/ Marcel Fournier______                               Name: Marcel Fournier                               Title: Senior Vice President    [Signature Page to Second Amendment to Amended and Restated Credit Agreement]  





 






                             LENDER:                                                              SUNTRUST BANK                                 By:   __/s/ Lisa Garling____                               Name: Lisa Garling                               Title: Director    [Signature Page to Second Amendment to Amended and Restated Credit Agreement]  





 






                             LENDER:                                                              PNC BANK, NATIONAL ASSOCIATION                                 By:   __/s/ Brandon S. Norder_____                               Name: Brandon S. Norder                               Title:  Senior Vice President    [Signature Page to Second Amendment to Amended and Restated Credit Agreement]