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,...
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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”), XXXXX 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.
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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
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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. Xxxxxxx Xxx 0000 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
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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
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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 Xxxx 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)
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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.
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[Signature Page to First Amendment to Amended and Restated Credit Agreement]
ADMINISTRATIVE AGENT, SWINGLINE
LENDER, ISSUING LENDER AND LENDER:
XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxxx Xxxxxx __________________
Name: Xxxxx Xxxxxx
Title: Vice President
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[Signature Page to First Amendment to Amended and Restated Credit Agreement]
OTHER LENDERS:
JPMORGAN CHASE BANK, N.A.
By: /s/ Xxxxxxxx X. Deck ________________
Name: Xxxxxxxx X. Deck __________________
Title: Authorized Officer__________________
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[Signature Page to First Amendment to Amended and Restated Credit Agreement]
LENDER:
JPMORGAN CHASE BANK, N.A.,
TORONTO BRANCH
By: /s/ Xxxxxxx X. Xxx _________________
Name: Xxxxxxx X. Xxx ___________________
Title: Senior Vice President _______________
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[Signature Page to First Amendment to Amended and Restated Credit Agreement]
LENDER:
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxxx __________________
Name: Xxxxxx Xxxxxxxx _____________________
Title: Senior Vice President ________________
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[Signature Page to First Amendment to Amended and Restated Credit Agreement]
LENDER:
SUNTRUST BANK
By: /s/ Xxxxxx Xxxx ______________________
Name: Xxxxxx Xxxx ________________________
Title: Vice President ______________________
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[Signature Page to First Amendment to Amended and Restated Credit Agreement]
LENDER:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxx ____________________
Name: Xxxxxxx Xxxxx _______________________
Title: Senior Vice President ________________