EXHIBIT 10.1
EXECUTION VERSION
US_ACTIVE-133570058.6
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
“First Amendment”) is entered into as of June 2, 2017, 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,
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 to inter alia exercise
the Incremental Revolving Credit Increase (as defined in the Existing Credit Agreement), provided that
Obligations under the Incremental Revolving Credit Increase are to be secured and guaranteed with the
other Extensions of Credit on a pari passu basis.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated
into this First 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 First Amendment.
Borrowers and the Lenders hereby agree that all of the Recitals in this First Amendment are hereby
incorporated into and made a part hereof.
2. Capitalized Terms. Except as otherwise defined in this First 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. Incremental Revolving Credit Increase. US Borrower hereby elects to establish the
Incremental Revolving Credit Increase pursuant to Section 5.13(a)(ii) of the Existing Credit Agreement in
the amount of $75,000,000 and notwithstanding any advance notice required under the Existing Credit
Agreement, having an Increased Amount Date as of the First Amendment Date (as defined herein). The
Revolving Credit Commitment shall be increased by $75,000,000, and the Revolving Credit Loans, as
increased, shall be evidenced by amended and restated Revolving Credit Notes made by the US Borrower
in favor of each of the Revolving Credit Lenders substantially in the form attached hereto as Exhibit A.
- 2 -
4. Amendments to Existing Credit Agreement.
A. Section 1.1 of the Existing Credit Agreement is hereby amended by adding the
following definitions in the appropriate alphabetical order:
“Anti-Money Laundering Laws” means any and all laws, statutes,
regulations or obligatory government orders, decrees, ordinances or rules
applicable to a Credit Party, its Subsidiaries or Affiliates related to terrorism
financing or money laundering, including any applicable provision of the
PATRIOT Act and The Currency and Foreign Transactions Reporting Act (also
known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330).
“Bail-In Action” means the exercise of any Write-Down and Conversion
Powers by the applicable EEA Resolution Authority in respect of any liability of
an EEA Financial Institution.
“Bail-In Legislation” means, with respect to any EEA Member Country
implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law for such EEA
Member Country from time to time which is described in the EU Bail-In
Legislation Schedule.
“Bankruptcy Code” means 11 U.S.C. §§ 101 et seq.
“EEA Financial Institution” means (a) any credit institution or
investment firm established in any EEA Member Country which is subject to the
supervision of an EEA Resolution Authority, (b) any entity established in an
EEA Member Country which is a parent of an institution described in clause (a)
of this definition, or (c) any financial institution established in an EEA Member
Country which is a subsidiary of an institution described in clauses (a) or (b) of
this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the
European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority
or any Person entrusted with public administrative authority of any EEA Member
Country (including any delegee) having responsibility for the resolution of any
EEA Financial Institution.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation
Schedule published by the Loan Market Association (or any successor thereto),
as in effect from time to time.
“First Amendment” means the First Amendment to the Agreement dated
as of the First Amendment Date.
“First Amendment Date” means June 2, 2017.
“Write-Down and Conversion Powers” means, with respect to any EEA
Resolution Authority, the write-down and conversion powers of such EEA
- 3 -
Resolution Authority from time to time under the Bail-In Legislation for the
applicable EEA Member Country, which write-down and conversion powers are
described in the EU Bail-In Legislation Schedule.
B. Section 1.1 of the Existing Credit Agreement is hereby amended by amending
and restating the following definitions in their entirety as follows:
“Alternative Currency Sublimit” means an amount equal to the lesser of
the Revolving Credit Commitment and either (i) 100,000,000 Canadian Dollars
or (ii) 20,000,000 Euro, as the case may be. In either case, the Alternative
Currency Sublimit is part of, and not in addition to, the Revolving Credit
Commitment.
“Anti-Corruption Laws” means all laws, rules, and regulations of any
jurisdiction applicable to the Borrower or its Subsidiaries from time to time
concerning or relating to bribery or corruption, including, without limitation, the
United States Foreign Corrupt Practices Act of 1977 and the rules and regulations
thereunder and the U.K. Bribery Act 2010 and the rules and regulations
thereunder.
“Consolidated Interest Coverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated EBITDA for the period of four (4)
consecutive fiscal quarters ending on or immediately prior to such date to (b)
Consolidated Interest Expense paid in cash for the period of four (4) consecutive
fiscal quarters ending on or immediately prior to such date.
“Consolidated Interest Expense” means, for any period, the sum of the
following determined on a Consolidated basis, without duplication, for the US
Borrower and its Subsidiaries in accordance with GAAP, interest expense
(including, without limitation, interest expense attributable to Capital Lease
Obligations and all payment obligations, net of receipts, pursuant to Hedge
Agreements related to Indebtedness) for such period.
“Consolidated Total Indebtedness” means, as of any date of
determination with respect to the US Borrower and its Subsidiaries on a
Consolidated basis without duplication, the sum of all Indebtedness of the US
Borrower and its Subsidiaries excluding (i) commercial letters of credit, (ii) up to
$25,000,000 of standby letters of credit exposure pertaining to workers
compensation insurance and (iii) up to $10,000,000 of performance and warranty
bonds and standby letters of credit that operate as performance and warranty
bonds incurred in the ordinary course of business. Notwithstanding the
foregoing, and solely for purposes of calculating “Consolidated Total
Indebtedness”, all net obligations of any Person pursuant to clause (h) of the
definition of “Indebtedness” shall be limited to net obligations of such Person
under any Hedge Agreement that has been terminated but not paid.
“Defaulting Lender” means, subject to Section 5.15(b), any Lender that
(a) has failed to (i) fund all or any portion of the Revolving Credit Loans,
participations in L/C Obligations or participations in Swingline Loans required to
be funded by it hereunder within two Business Days of the date such Loans or
participations were required to be funded hereunder unless such Lender notifies
- 4 -
the Administrative Agent and the US Borrower in writing that such failure is the
result of such Lender’s determination that one or more conditions precedent to
funding (each of which conditions precedent, together with any applicable
default, shall be specifically identified in such writing) has not been satisfied, or
(ii) pay to the Administrative Agent, any Issuing Lender, the Swingline Lender or
any other Lender any other amount required to be paid by it hereunder (including
in respect of its participation in Letters of Credit or Swingline Loans) within two
Business Days of the date when due, (b) has notified the US Borrower, the
Administrative Agent, any Issuing Lender or the Swingline Lender in writing that
it does not intend to comply with its funding obligations hereunder, or has made
a public statement to that effect (unless such writing or public statement relates to
such Lender’s obligation to fund a Loan hereunder and states that such position is
based on such Lender’s determination that a condition precedent to funding
(which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be satisfied),
(c) has failed, within three Business Days after written request by the
Administrative Agent or the US Borrower, to confirm in writing to the
Administrative Agent and the US Borrower that it will comply with its
prospective funding obligations hereunder (provided that such Lender shall cease
to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written
confirmation by the Administrative Agent and the US Borrower), or (d) has, or
has a direct or indirect parent company that has, (i) become the subject of a
proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors
or similar Person charged with reorganization or liquidation of its business or
assets, including the FDIC or any other state or federal regulatory authority
acting in such a capacity or (iii) become the subject of a Bail-In Action; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of any equity interest in that Lender or any direct or indirect parent
company thereof by a Governmental Authority so long as such ownership
interest does not result in or provide such Lender with immunity from the
jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Lender (or such
Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts
or agreements made with such Lender. Any determination by the Administrative
Agent that a Lender is a Defaulting Lender under any one or more of clauses (a)
through (d) above shall be conclusive and binding absent manifest error, and
such Lender shall be deemed to be a Defaulting Lender (subject to Section
5.15(b)) upon delivery of written notice of such determination to the US
Borrower, each Issuing Lender, the Swingline Lender and each Lender.
“Revolving Credit Commitment” means (a) as to any Revolving Credit
Lender, the obligation of such Revolving Credit Lender to make Revolving
Credit Loans to, and to purchase participations in L/C Obligations and Swingline
Loans for the account of, the Borrowers hereunder in an aggregate principal
amount at any time outstanding not to exceed the amount set forth opposite such
Revolving Credit Lender’s name on the Register, as such amount may be
modified at any time or from time to time pursuant to the terms hereof
(including, without limitation, Section 5.13) and (b) as to all Revolving Credit
Lenders, the aggregate commitment of all Revolving Credit Lenders to make
Revolving Credit Loans, as such amount may be modified at any time or from
- 5 -
time to time pursuant to the terms hereof (including, without limitation,
Section 5.13). The aggregate Revolving Credit Commitment of all the Revolving
Credit Lenders, after giving effect to the making of any Incremental Revolving
Credit Increase on the First Amendment Date, shall be $400,000,000. The
Revolving Credit Commitment of each Revolving Credit Lender is set forth
opposite the name of such Lender on Schedule 1.1(b).
C. Section 1.6 of the Existing Credit Agreement is hereby amended and restated in
its entirety as follows:
SECTION 1.6 References to Agreement and Laws. Unless otherwise
expressly provided herein, (a) any definition or reference to formation
documents, governing documents, agreements (including the Loan Documents)
and other contractual documents or instruments shall be deemed to include all
subsequent amendments, restatements, extensions, supplements and other
modifications thereto, but only to the extent that such amendments, restatements,
extensions, supplements and other modifications are not prohibited by any Loan
Document; and (b) any definition or reference to any Applicable Law, including,
without limitation, Anti-Corruption Laws, Anti-Money Laundering Laws, the
Bankruptcy Code, the Code, the Commodity Exchange Act, ERISA, the
Exchange Act, the PATRIOT Act, the Securities Act of 1933, the UCC, the
Investment Company Act of 1940, the Interstate Commerce Act, the Trading
with the Enemy Act of the United States or any of the foreign assets control
regulations of the United States Treasury Department, shall include all statutory
and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Applicable Law.
D. The proviso immediately following clause (a)(ii) of Section 5.13 of the Existing
Credit Agreement is hereby amended and restated in its entirety as follows:
provided that (1) immediately following the First Amendment Date, the total
aggregate principal amount for all such Incremental Loan Commitments shall not
(as of any date of incurrence thereof) exceed $75,000,000 and (2) the total
aggregate amount for each Incremental Loan Commitment (and the Incremental
Loans made thereunder) shall not be less than a minimum principal amount of
$10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing
clause (1).
E. Section 7.1 of the Existing Credit Agreement is hereby amended by adding the
following sentence immediately following the last sentence thereto:
No Credit Party nor any Subsidiary thereof is an EEA Financial Institution.
F. Section 7.20 of the Existing Credit Agreement is hereby amended and restated in
its entirety as follows:
SECTION 7.20 Anti-Corruption Laws; Anti-Money Laundering Laws
and Sanctions.
(a) None of (i) the US Borrower, any Subsidiary or to the
Knowledge of the US Borrower any of their respective directors, officers or
- 6 -
employees, or (ii) to the Knowledge of the US Borrower, any agent of the US
Borrower or any Subsidiary that will act in any capacity in connection with or
benefit from the Credit Facility, (A) is a Sanctioned Person or currently the
subject or target of any Sanctions or (B) has taken any action, directly or
indirectly, that would result in a violation by such Persons of any Anti-
Corruption Laws.
(b) The US Borrower and its Subsidiaries have implemented and
maintains in effect policies and procedures designed to promote and achieve
compliance by the US Borrower and its Subsidiaries and their respective
directors, officers, employees, agents and Affiliates with all Anti-Corruption
Laws, Anti-Money Laundering Laws and applicable Sanctions.
(c) The US Borrower and its Subsidiaries, and to the Knowledge of
the US Borrower, each director, officer, employee, agent and Affiliate of the US
Borrower and each such Subsidiary, is in compliance with all Anti-Corruption
Laws, Anti-Money Laundering Laws in all material respects and applicable
Sanctions.
(d) No proceeds of any Extension of Credit have been used, directly
or indirectly, by any US Borrower or any of its Subsidiaries in violation of
Section 8.16.
G. Clause (h) of Section 8.2 of the Existing Credit Agreement is hereby amended
and restated in its entirety as follows:
(h) promptly upon the request thereof, such other information and
documentation required by bank regulatory authorities under applicable Anti-
Money Laundering Laws (including, without limitation, any applicable “know
your customer” rules and regulations and the PATRIOT Act), as from time to
time reasonably requested by the Administrative Agent or any Lender; and
H. Section 8.18 of the Existing Credit Agreement is hereby amended and restated in
its entirety as follows:
Section 8.18 Compliance with Anti-Corruption Laws; Anti-Money
Laundering and Sanctions. Each Borrower will maintain in effect and enforce
policies and procedures designed to promote and achieve compliance by such
Borrower, its Subsidiaries and their respective directors, officers, employees and
agents with Anti-Corruption Laws and applicable Sanctions. No borrowing or
Letter of Credit, use of proceeds or other transaction contemplated by this
Agreement or the other Loan Documents will violate any Anti-Corruption Laws,
Anti-Money Laundering Laws or applicable Sanctions.
I. The Existing Credit Agreement is hereby amended by adding a new Section
12.26 as follows:
Section 12.26 Acknowledgement and Consent to Bail-In of
EEA Financial Institutions. Notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among
any such parties, each party hereto acknowledges that any liability of any EEA
- 7 -
Financial Institution arising under any Loan Document, to the extent such
liability is unsecured, may be subject to the Write-Down and Conversion Powers
of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:
(a) the application of any Write-Down and Conversion
Powers by an EEA Resolution Authority to any such liabilities arising
hereunder which may be payable to it by any party hereto that is an EEA
Financial Institution; and
(b) the effects of any Bail-in Action on any such liability,
including, if applicable:
(i) a reduction in full or in part or cancellation of
any such liability;
(ii) a conversion of all, or a portion of, such liability
into shares or other instruments of ownership in such EEA
Financial Institution, its parent undertaking, or a bridge
institution that may be issued to it or otherwise conferred on it,
and that such shares or other instruments of ownership will be
accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Loan Document; or
(iii) the variation of the terms of such liability in
connection with the exercise of the Write-Down and Conversion
Powers of any EEA Resolution Authority.
J. Exhibit F to the Existing Credit Agreement is hereby deleted in its entirety and
Exhibit F attached hereto is substituted therefor.
K. Schedule 1.1(b) (Commitments and Applicable Percentages) of the Existing
Credit Agreement is hereby deleted in its entirety and Schedule 1.1(b) attached hereto is substituted
therefor.
5. 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
- 8 -
C. this First Amendment has been duly authorized, executed and delivered on behalf
of such Borrower and this First 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.
6. Conditions Precedent. The obligation of Administrative Agent and the Lenders to enter
into this First Amendment is subject to the following conditions precedent:
A. Each Borrower and each Credit Party shall have entered into, executed and
delivered to Administrative Agent a fully executed original of the documents described on Exhibit B to
which it is party; and
B. All reasonable fees and documented out-of-pocket expenses of Administrative
Agent and Wells Fargo Securities, LLC which are required under the Existing Credit Agreement, this
First Amendment or the Loan Documents to be paid by the Borrowers shall have been paid in full.
7. 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.
8. 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 First 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 First 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 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.
9. 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 First 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 First Amendment, and that it intends to
be bound hereby.
- 9 -
10. Third Party Beneficiary; Consents. Each Borrower hereby represents that this First
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 First Amendment.
11. Counterparts. This First 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 First
Amendment shall together constitute one and the same agreement. Delivery of a counterpart to this First
Amendment by facsimile or electronic transmission shall constitute delivery of an original counterpart
hereto.
12. Governing Law. This First 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 First
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.
13. 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
First 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.
14. 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 First Amendment or any Loan
Document in any court referred to in Section 13. 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.
15. 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 First
Amendment will affect the right of any party hereto to serve process in any other manner permitted by
Applicable Law.
16. 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 FIRST 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)
- 10 -
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS FIRST 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.
[Signature Page to First Amendment to Amended and Restated Credit Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this First 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 First 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: Vice President
[Signature Page to First 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 First 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 First 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 First Amendment to Amended and Restated Credit Agreement]
LENDER:
SUNTRUST BANK
By: /s/ Carlos Cruz ______________________
Name: Carlos Cruz ________________________
Title: Vice President ______________________
[Signature Page to First Amendment to Amended and Restated Credit Agreement]
LENDER:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Kristin Lenda ____________________
Name: Kristin Lenda _______________________
Title: Senior Vice President ________________
