10-K - FSS - Equibles

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-K

(Mark One)

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-6003

FEDERAL SIGNAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	36-1063330
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1415 West 22nd Street, Oak Brook, Illinois

(Address of principal executive offices)

60523

(Zip Code)

(630) 954-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	FSS	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of June 30, 2021, the aggregate market value of voting stock held by non-affiliates was $2,409,212,678. For purposes of the foregoing calculation only, executive officers and directors of the registrant have been deemed to be affiliates.

As of February 28, 2022, the number of shares outstanding of the registrant’s common stock was 60,931,540.

Documents Incorporated By Reference

Portions of the registrant’s definitive proxy statement for the 2022 Annual Meeting of Stockholders are incorporated by reference in Part III.

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FEDERAL SIGNAL CORPORATION

PART I		Page
Item 1.	Business	2
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	13
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6.	Reserved	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 8.	Financial Statements and Supplementary Data	30
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	79
Item 9A.	Controls and Procedures	79
Item 9B.	Other Information	79
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	79
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	80
Item 11.	Executive Compensation	80
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	80
Item 13.	Certain Relationships and Related Transactions and Director Independence	80
Item 14.	Principal Accounting Fees and Services	80
PART IV
Item 15.	Exhibits, Financial Statement Schedules	81
Item 16.	Form 10-K Summary	81
Exhibit Index		83
Signatures		86

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Form 10-K”) is being filed by Federal Signal Corporation and its subsidiaries (referred to collectively as the “Company,” “we,” “our” or “us” herein, unless the context otherwise indicates) with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”), and includes comments made by management that may contain words such as “may,” “will,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “project,” “estimate” and “objective” or similar terminology, or the negative thereof, concerning the Company’s future financial performance, business strategy, plans, goals and objectives. These expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning the Company’s possible or assumed future performance or results of operations and are not guarantees. While these statements are based on assumptions and judgments that management has made in light of industry experience as well as perceptions of historical trends, current conditions, expected future developments and other factors believed to be appropriate under the circumstances, they are subject to risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different.

These risks and uncertainties, some of which are beyond the Company’s control, include, but are not limited to, the risk factors described under Item 1A, Risk Factors as set forth in Part I, as well as those discussed elsewhere in this Form 10-K and in our subsequently filed documents, as applicable. These factors may not constitute all factors that could cause actual results to differ materially from those discussed in any forward-looking statement. The Company operates in a continually changing business environment and new factors emerge from time to time including, for example, the ongoing coronavirus pandemic and the governmental responses to the pandemic. The Company cannot predict such factors, nor can it assess the impact, if any, of such factors on its results of operations, financial condition or cash flow. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. The Company disclaims any responsibility to update any forward-looking statement provided in this Form 10-K.

ADDITIONAL INFORMATION

The Company is subject to the reporting and information requirements of the Exchange Act and, as a result, is obligated to file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and information with the SEC, as well as amendments to those reports. The Company makes these filings available free of charge through our website at www.federalsignal.com as soon as reasonably practicable after such materials are filed with, or furnished to, the SEC. Information on our website does not constitute part of this Form 10-K. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically.

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PART I

Item 1. Business.

Federal Signal Corporation, founded in 1901, was reincorporated as a Delaware corporation in 1969. The Company designs, manufactures and supplies a suite of products and integrated solutions for municipal, governmental, industrial and commercial customers. The Company’s portfolio of products that it manufactures includes sewer cleaners, industrial vacuum loaders, vacuum- and hydro-excavation trucks (collectively, “safe-digging” trucks), street sweepers, road-marking and line-removal equipment, waterblasting equipment, dump truck bodies, trailers, and safety and security systems, including technology-based products and solutions for the public safety market. In addition, the Company engages in the sale of parts, service and repair, equipment rentals and training as part of a comprehensive aftermarket offering to its customers. The Company operates 20 principal manufacturing facilities in five countries and provides products and integrated solutions to customers in all regions of the world.

Narrative Description of Business

Products manufactured and supplied, and services rendered, by the Company are divided into two reportable segments: the Environmental Solutions Group and the Safety and Security Systems Group. The individual operating businesses are organized as such because they share certain characteristics, including technology, marketing, distribution and product application, which create long-term synergies. Corporate contains those items that are not included in the Company’s reportable segments.

Financial information concerning the Company’s two reportable segments for each of the three years in the period ended December 31, 2021, is included in Note 17 – Segment Information to the accompanying consolidated financial statements and is incorporated herein by reference.

During the year ended December 31, 2021, the Company completed the acquisition of all of the outstanding equity of OSW Equipment & Repair, LLC (“OSW”) and the acquisitions of substantially all of the assets and operations of Ground Force Manufacturing LLC (“Ground Force”) and Deist Industries, Inc., Bucks Fabricating, LLC, Roll-Off Parts, LLC and Switch-N-Go, LLC (collectively, “Deist”).

Environmental Solutions Group

The Company’s Environmental Solutions Group is a leading manufacturer and supplier of a full range of street sweepers, sewer cleaners, industrial vacuum loaders, safe-digging trucks, high-performance waterblasting equipment, road-marking and line-removal equipment, dump truck bodies, trailers and metal extraction support equipment. The Group manufactures vehicles and equipment in the U.S. and Canada that are sold under the Elgin®, Vactor®, Guzzler®, TRUVAC®, WestechTM, Jetstream®, Mark Rite Lines, Ox Bodies®, Crysteel®, J-Craft®, Duraclass®, Rugby®, Travis®, OSW, NTE, WTB, Ground Force, Bucks® and Switch-N-Go® brand names. The Group’s product offerings also include certain products manufactured by other companies, such as refuse and recycling collection vehicles, camera systems, ice resurfacing equipment and snow-removal equipment. Products are sold to both municipal and industrial customers either through a dealer network or direct sales to service customers generally depending on the type and geographic location of the customer. In addition to vehicle and equipment sales, the Group also engages in the sale of parts, service and repair, equipment rentals and training as part of a comprehensive aftermarket offering to its current and potential customers through its service centers located across North America.

Under the Elgin brand name, the Company sells a leading U.S. brand of street sweepers primarily designed for large-scale cleaning of curbed streets, parking lots and other paved surfaces utilizing mechanical sweeping, vacuum and recirculating air technology. Vactor is a leading manufacturer of equipment solutions for cleaning and maintaining sewers and catch basins. Under the TRUVAC brand name, the Company manufactures a range of premium vacuum- and hydro-excavation trucks designed to satisfy the safe-digging requirements of businesses or organizations that locate and verify underground utility lines and pipes. Guzzler is a leader in industrial vacuum loaders used to manage industrial waste or recover and recycle valuable raw materials. Westech is a manufacturer of high-quality, rugged vacuum-excavation trucks. Jetstream manufactures high-pressure waterblasting equipment and accessories for commercial and industrial cleaning and maintenance operations. Mark Rite Lines Equipment Company, Inc. (“MRL”), is a U.S. manufacturer of truck-mounted and ride-on road-marking and line-removal equipment. Ground Force is a leading manufacturer of specialty material handling vehicles that support the extraction of metals. The Company manufactures and sells dump truck bodies and trailers under the Ox Bodies, Crysteel, J-Craft, Duraclass, Rugby, Travis, OSW, NTE and WTB brand names, as well as a range of interchangeable truck body systems and waste hauling products under the Bucks and Switch-N-Go brand names.

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Safety and Security Systems Group

The Company’s Safety and Security Systems Group is a leading manufacturer and supplier of comprehensive systems and products that law enforcement, fire rescue, emergency medical services, campuses, military facilities and industrial sites use to protect people and property. Offerings include systems for community alerting, emergency vehicles, first responder interoperable communications and industrial communications. Specific products include public safety equipment, such as vehicle lightbars and sirens, industrial signaling equipment, public warning systems and general alarm/public address systems. Products are sold under the Federal SignalTM, Federal Signal VAMA®, and Victor® brand names. The Group operates manufacturing facilities in the U.S., Europe and South Africa.

Marketing and Distribution

Depending primarily on the type and geographic location of the end-customer, the Environmental Solutions Group uses either a dealer network or direct sales to serve customers. The 2017 acquisition of Truck Bodies and Equipment International (“TBEI”) increased the number of dealers within the Company’s network and also added additional direct sales resources. The dealer network serves both municipal and industrial end-markets. Within municipal markets, the majority of the Company’s dealers operate exclusively in their assigned territory. In conjunction with selling vehicles to end-customers, dealer representatives demonstrate vehicle functionality and capability and provide vehicle service. In addition to selling products manufactured by the Company, certain of our businesses distribute and re-sell products manufactured by other companies. The Company believes its regional, national and global dealer networks for vehicles is a distinguishing factor from its competitors. The Company has an ownership interest in certain dealers.

The Environmental Solutions Group’s direct sales channel concentrates primarily on the industrial, utility and construction market segments. To support current and potential customers in these market segments, the Group also engages in the sale of parts, service and repair, equipment rentals and training through its service centers located across North America.

The Safety and Security Systems Group sells to industrial customers through wholesalers and distributors who are supported by Company sales personnel or independent manufacturer representatives. Products are also sold to municipal and governmental customers through active independent distributors, as well as through original equipment manufacturers and the direct sales force. The Company sells comprehensive integrated warning and interoperable communications through a combination of the direct sales force and independent distributors. International sales are made through independent foreign distributors or on a direct basis.

Customers and Backlog

No single customer accounted for 10% or more of the Company’s net sales in any year within the three-year period ended December 31, 2021.

The Company’s backlog totaled $629 million at December 31, 2021, compared to $304 million at December 31, 2020. Backlogs vary by group due to the nature of the Company’s products and the buying patterns of its customers. The Environmental Solutions Group typically experiences an average backlog of approximately three to six months of shipments. The Safety and Security Systems Group typically experiences an average backlog of approximately two months of shipments. While supply chain and coronavirus-related labor disruptions have contributed to longer lead times for certain businesses, production of the Company’s December 31, 2021 backlog is expected to be substantially completed during 2022.

Suppliers

The Company purchases a wide variety of raw materials from around the world for use in the manufacture of its products, although the majority of its purchases are currently from North American sources. To minimize risks relating to availability, price and quality of key products and components, the Company is party to numerous strategic supplier arrangements. Although certain materials are obtained from either a single-source supplier or a limited number of suppliers, the Company has generally identified alternative sources to minimize the interruption of its business in the event of supply disruptions. However, the Company may incur supply disruptions and unanticipated costs in transitioning to a new supplier.

Components critical to the production of the Company’s vehicles, such as engines, are purchased from a select number of suppliers. The Company also purchases raw and fabricated steel, as well as commercial chassis, from multiple sources. In addition, we may incorporate chassis provided directly by our customers in our production process. In those situations, the Company’s production processes rely upon the customer providing the chassis on a timely basis. Certain of the Company’s businesses also rely on the availability of equipment supplied by others to meet customer demand.

The Company actively manages material supply sourcing and employs various methods to limit risk associated with commodity cost fluctuations and availability. During 2021, the Company’s manufacturing operations were adversely affected as the

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continuity of its material supply was adversely impacted by capacity constraints, global logistics disruptions, component shortages and coronavirus-related production downtime at certain suppliers. The Company has designed and implemented plans to partially mitigate the impact of these challenges by using alternate suppliers, re-engineering products, expanding its supply base globally, leveraging overall purchasing volumes to obtain favorable pricing and quantities and developing a closer working relationship with key suppliers. However, the Company can provide no assurance that those efforts will be successful and anticipates that similar material shortages and production delays will persist into 2022.

Competition

Within the Environmental Solutions Group, Elgin is recognized as a market leader among domestic sweeper competitors and differentiates itself primarily on product performance. The Vactor, TRUVAC and Guzzler brands each maintain a leading domestic position in their respective marketplaces by enhancing product performance with leading technology and application flexibility. Jetstream is a market leader in the in-plant cleaning segment of the U.S. waterblast industry, competing on product performance, rapid delivery and solutions services. Joe Johnson Equipment, Inc. with Joe Johnson Equipment (USA), Inc., (collectively, “JJE”), is a leading Canadian-based distributor of maintenance equipment for municipal and industrial markets. TBEI includes a portfolio of regional dump truck body and trailer brands with market leadership positions in distinct geographies and product categories, differentiating itself with its broad regional distribution network, focus on customer responsiveness and operational expertise. MRL is a market-leading manufacturer of road-marking and line-removal equipment. Ground Force is a leading manufacturer of specialty material handling vehicles that support the extraction of metals.

Within specific product categories and domestic markets, the businesses within the Safety and Security Systems Group are among the market leaders. This Group’s international market position varies from leader to ancillary participant depending on the geographic region and product line. Generally, competition is intense within all of this Group’s product lines and purchase decisions are made based on price, features, reputation, performance and service, often within competitive bidding situations.

Patents and Trademarks

The Company owns a number of patents and possesses rights under others to which it attaches importance, but it does not believe that its business as a whole is materially dependent upon any such patents or rights. The Company also owns a number of trademarks, including those listed within the “Narrative Description of Business” section above. We believe these trademarks are important in connection with the identification of our products and associated goodwill with customers, but no material part of the Company’s business is dependent on our trademarks.

Human Capital Management

As of December 31, 2021, the Company employed approximately 3,900 people in its businesses located in five countries, with the Company’s U.S. hourly workers accounting for approximately 54% of its total workforce. As of December 31, 2021, approximately 13% of the Company’s U.S. hourly workers were represented by unions. The Company believes that its labor relations with its employees are good.

The Company believes that its employees are key to its ability to deliver exceptional products and services to its customers. The Company applies a holistic total rewards strategy, designed to recruit, motivate, and retain talented employees at all levels of the organization, and offer competitive, market-based compensation programs, and attractive benefit packages.

Diversity, Equity and Inclusion

The Company is committed to promoting and supporting diversity, equity and inclusion (“DE&I”). The Company believes that behaving inclusively is the right thing to do. The Company also believes that hearing different voices, and seeking different perspectives and ideas, leads to better results. The Company strives to promote diversity on its Board of Directors, senior management and in leadership roles throughout the Company. Currently, two of the Company’s seven directors self-identify as members of a minority group.

In addition, two of the Company’s directors are female, placing the Company ahead of the 26% average for companies in the Russell 3000 Index. Of the companies in the Russell 3000 Index, approximately 6% have a female Chief Executive Officer (“CEO”), and the Company is proud to be among that group. In addition, 40% of the Company’s current executive officers are female, including the Company’s President and CEO and Vice President and Corporate Controller.

The Company’s commitment to DE&I throughout the organization is further evidenced by its policies related to various aspects of employment, including, but not limited to, recruiting, selecting, hiring, employment placement, job assignment, compensation, access to benefits, selection for training, use of facilities, and participation in Company-sponsored employee activities. During 2021, the Company’s Executive Leadership Team, comprised of business leaders from across the organization, completed a comprehensive DE&I educational awareness training led by an industry expert.

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Employee Training and Development

The Company believes that identifying and developing the next generation of business leaders is important to its long-term success, and is proud to support its employees in furthering their education with tuition reimbursement programs and training.

The Company provides extensive training to employees within its facilities, ranging from topics such as workplace safety, anti-fraud, anti-discrimination and anti-harassment training, to advanced instruction in lean manufacturing principles and inside sales training programs. On average, the Company’s employees each receive more than 10 hours of job training per year, with some employees of certain business units each averaging nearly 80 hours of training per year.

Through its Tuition Assistance Program, the Company also aims to assist and encourage employees to expand their knowledge, skills, and job effectiveness by continuing their education at local accredited institutions of higher learning. Certain of the Company’s businesses also partner with nearby universities, from time to time, to offer courses and programs directly related to the employee’s growth in the business.

The Company is committed to the communities in which it operates, and to developing a strong pipeline from which it can recruit new talent. Many of the Company’s businesses support their local high schools with cooperative learning extension programs at their manufacturing plants, hosting in-person or virtual tours of our facilities, and providing scholarships and “signing-day” offers to high school seniors.

The Company’s employees also donate time and expertise through volunteering and mentorship programs, and work with local colleges on training programs to teach valuable technical skills that can be applied in the workplace. These programs attempt to help the Company’s next generation, and others, understand what career paths may be available to them and to explore future job opportunities with the Company.

Safety

The Company considers the safety of its employees a significant focus and strives to have zero workplace injuries. The Company has established an enterprise-wide Safety Council, which includes representatives from several of our manufacturing facilities. The Safety Council meets regularly to collaborate and implement safety improvement measures, focusing on continuous improvement initiatives and the reduction of incident frequency.

Beginning in February 2020, in response to the onset of the coronavirus pandemic, the Company was proactive in procuring personal protective equipment and sanitizing supplies for its facilities. The Company implemented a series of enhanced health and safety measures across the organization, such as reconfiguring work spaces and staggering manufacturing shifts to allow for social distancing, introducing temperature screening protocols, enhancing facility cleaning, limiting non-essential travel and restricting the number of visitors to its facilities.

The Company also quickly established a cross-functional task force to monitor ongoing developments, implement mitigation plans, and centrally coordinate its response. In addition to the centralized response team, local response teams were established at every business unit. Management team update calls are held frequently to communicate issues related to safety and risk mitigation, and to share coronavirus-related best practices and other policy issues. This platform has allowed management to rapidly disseminate evolving guidance from federal, state, and local health departments, at the same time promoting a consistent, iterative response. The Company continues to partner with a third-party to provide self-administered, at-home test kits to its employees and their family members at no cost and has deployed surveillance testing to reduce the probability of spreading the virus within its facilities.

During 2021, the Company launched an internal initiative to raise awareness about coronavirus vaccines, assist eligible employees in gaining access to available vaccines, and encourage participation levels. The Company has also hosted on-site vaccination events at multiple locations, provided ongoing education on vaccine-related topics, supported employee vaccination logistics, and developed a system of individual and collective incentives to work towards protecting the health and safety of its workforce and local communities. Through its efforts, the Company believes the vaccination rates at most of its businesses exceed those of the local communities in which it operates.

The Company continues to monitor the impact of the pandemic on its business and employees and will implement or modify its policies to adapt to changing circumstances arising from this pandemic.

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Governmental Regulation of the Environment

As part of its ongoing commitment to environmental, social and governance initiatives, the Company endeavors to establish environmentally-friendly policies and objectives, and believes that these actions are also consistent with cost-effective operating practices. With the application of these policies, the Company believes it complies with federal, state and local provisions that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment. Capital expenditures in 2021 attributable to compliance with such laws were not material. The Company also believes that the overall impact of compliance with environmental regulations will not have a material adverse effect on our financial position, results of operations or cash flow.

Seasonality

Certain of the Company’s businesses are susceptible to the influences of seasonal factors, including buying patterns, delivery patterns and productivity influences from holiday periods and weather. In general, the Company tends to have lower equipment sales in the first calendar quarter of each year compared to other quarters as a result of these factors. In addition, rental income and parts sales are generally higher in the second and third quarters of the year, because many of the Company’s products are used for maintenance activities in North America, where usage is typically lower during periods of harsher weather conditions.

Executive Officers of the Registrant

The following is a list of the Company’s executive officers, including their ages, business experience and positions as of February 1, 2022:

Jennifer L. Sherman, age 57, was appointed President and CEO effective January 1, 2016. Ms. Sherman was also appointed to the Board of Directors effective January 1, 2016. Since joining the Company in 1994, Ms. Sherman has served in various roles of increasing responsibility, most recently as Senior Vice President and Chief Operating Officer from April 2014 to December 31, 2015. Ms. Sherman also previously served as Senior Vice President, Chief Administrative Officer, General Counsel and Secretary from 2010 to April 2014, Senior Vice President, Human Resources, General Counsel and Secretary from 2008 to 2010, and Vice President, General Counsel and Secretary from 2004 to 2008.

Daniel A. DuPré, age 65, was appointed Vice President, General Counsel and Secretary in November 2015. Mr. DuPré joined the Company in 2006, most recently serving as its Deputy General Counsel. Mr. DuPré previously held senior legal positions at Sears Holdings Corporation, Bank One Corporation, and Brunswick Corporation and served as an Assistant United States Attorney for the Northern District of Illinois.

Lauren B. Elting, age 40, was appointed Vice President and Corporate Controller in May 2018. Prior to joining the Company in January 2017, Ms. Elting worked at Ernst & Young, LLP from 2004 to 2016, most recently as Senior Audit Manager.

Ian A. Hudson, age 45, was appointed Senior Vice President and Chief Financial Officer in October 2017. Mr. Hudson joined the Company in August 2013 as Vice President and Corporate Controller. Prior to joining the Company, Mr. Hudson served as Director of Accounting – Latin America and Asia Pacific at Groupon, Inc. from June 2012 to August 2013. Prior to that role, Mr. Hudson worked at Ernst & Young, LLP from 1998 to 2012, most recently as Senior Audit Manager.

Mark D. Weber, age 64, was appointed Senior Vice President and Chief Operating Officer in January 2018, upon rejoining the Company after four years at Supreme Industries, Inc. (“Supreme”). Mr. Weber joined Supreme in May 2013 as President and Chief Executive Officer, serving in that capacity up to the sale of Supreme to Wabash National Corporation, which was completed in September 2017. Prior to joining Supreme, Mr. Weber worked for 17 years as an executive within the Company’s Environmental Solutions Group, including a decade as Group President.

These officers hold office until the next annual meeting of the Board of Directors following their election and until their successors have been elected and qualified.

There are no family relationships among any of the foregoing executive officers.

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Item 1A. Risk Factors.

We may occasionally make forward-looking statements and estimates such as forecasts and projections of our future performance or statements of our plans and objectives. These forward-looking statements may be contained in, but are not limited to, filings with the SEC, including this Form 10-K, press releases made by us and oral statements made by our officers. Actual results could differ materially from those contained in such forward-looking statements. Important factors that could cause our actual results to differ from those contained in such forward-looking statements include, but are not limited to, the risks described below. Many of such risks and uncertainties may be exacerbated by the coronavirus pandemic and any worsening of the global business and economic environment that may result.

Macroeconomic and Industry Risks

Our financial results are subject to U.S. economic uncertainty.

In 2021, we generated approximately 76% of our net sales in the U.S. Our ability to be profitable depends heavily on varying conditions in the U.S. governmental and municipal markets, as well as the overall U.S. economy. The industrial markets in which we compete are subject to considerable cyclicality, and move in response to cycles in the overall business environment. Many of our customers are municipal government agencies, and as a result, we are dependent on municipal government spending. Spending by our municipal customers can be affected by federal, state and local political circumstances, budgetary constraints, changing priorities, actual or potential government shutdowns and other factors. The U.S. government and municipalities depend heavily on tax revenues as a source of spending and accordingly, there is a historical correlation that suggests a lag of one to two years between the condition of the U.S. economy and our sales to the U.S. government and municipalities. Therefore, downturns in the U.S. economy are likely to result in decreases in demand for our products. During previous economic downturns, we experienced decreases in sales and profitability, and we expect our business to remain subject to similar economic fluctuations in the future. In addition, the extent of any potential changes to policies and regulations under the current U.S. administration, and how any such changes may impact the Company’s operations, is currently uncertain.

The extent to which the coronavirus pandemic will continue to adversely impact our business, financial condition and operating results is highly uncertain and cannot be predicted but could be material.

The coronavirus pandemic has created, and continues to create, significant worldwide volatility, uncertainty and disruption. In particular, the pandemic and the governmental responses to the pandemic have resulted in a substantial curtailment of business activities, a significant number of business closures, slowdowns, suspensions or delays of production and commercial activity, and weakened economic conditions, both in the United States and in many foreign countries. As such, the pandemic has directly and indirectly adversely impacted the Company and such adverse impact will likely continue. However, the extent to which the pandemic will ultimately adversely impact the Company’s business, financial condition and operating results, which could be material, will depend on numerous evolving factors that are highly uncertain, rapidly changing and cannot be predicted at this time, including:

•the duration and scope of the pandemic, including the emergence of new variants;

•governmental, business and individual actions that have been, continue to be and may in the future be taken in response to the pandemic, including business and travel restrictions, “stay-at-home” and “shelter-in-place” directives, quarantines, and slowdowns, suspensions or delays of commercial activity;

•the dissemination and adoption of coronavirus vaccines and their effectiveness against new variants and any government-mandated vaccine or testing requirement in any of our facilities and markets;

•the effect of the pandemic and the government response on our dealers, distributors and other channel partners and customers, including their ability to remain open, continue to sell and service our products, pay for the products purchased from us and obtain vehicle chassis, to the extent that they source such components directly;

•the effect of the pandemic and the governmental response on the budgets of our municipal customers;

•our ability to continue to run our operations as an essential business during the pandemic and/or to maintain our normal production capacity, in light of the potential for adverse impacts associated with decreased labor availability, including as a result of any government-mandated vaccine or testing requirement or otherwise, the temporary suspension of production activity mandated or otherwise made necessary by governmental authorities, weakened demand, supply chain disruptions, or other production delays;

•significant reductions or volatility in demand for one or more of our products or services;

•the effect of the pandemic on our suppliers and our ability to obtain commodities, components and parts, on a timely basis through our supply chain and at previously anticipated costs;

•logistics costs and challenges, including availability of transportation and at previously anticipated costs;

•costs incurred as a result of necessary actions and preparedness plans to help ensure the health and safety of our employees and continued operations, including remote working accommodations, enhanced cleaning processes,

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protocols designed to implement appropriate social distancing practices, and/or adoption of additional wage and benefit programs to assist employees;

•costs incurred relating to coronavirus-related medical expenses;

•potential future restructuring, impairment and other charges;

•availability of employees, their ability to conduct work away from normal working locations and/or under revised work environment protocols, the general willingness of employees to come to and perform work and the impact of any government-mandated vaccine or testing requirement;

•the impact of the pandemic on the financial and credit markets and economic activity generally;

•our ability to access lending, capital markets, and other sources of liquidity when needed on reasonable terms or at all;

•our ability to comply with the financial covenants in our debt agreements if a material economic downturn as a result of the pandemic results in substantially increased indebtedness and/or lower earnings; and

•the exacerbation of negative impacts resulting from the occurrence of a global or national recession, depression or other sustained adverse market event as a result of the pandemic.

We have international operations that are subject to compliance with domestic and foreign laws and regulations, economic and political uncertainties and conflicts and foreign currency rate fluctuations.

Our business is subject to fluctuations in demand and changing international economic, legal and political conditions that are beyond our control. In 2021, approximately 24% of our net sales were to customers outside the U.S. and we expect a significant portion of our revenues to come from international sales in the foreseeable future. Operating in the international marketplace exposes us to a number of risks, including the need to comply with U.S. and foreign laws and regulations applicable to our foreign operations, such as the Foreign Corrupt Practices Act, the United Kingdom (“U.K.”) Bribery Act and their counterparts in other foreign jurisdictions in which we operate, restrictive domestic and international trade regulations, and changes in these laws, regulations and policies by the U.S. and foreign governments. In addition, we may be exposed to risks and adverse economic effects associated with emerging geopolitical conflicts, actual or threatened imposition of tariffs or trade barriers on our products or materials incorporated into our products, actual or threatened trade disputes, including so-called “trade wars,” political and economic instability in the jurisdictions in which we operate, foreign receivables collection risk and local labor market conditions. Further, government administrations and agencies, the investment community, employees and other stakeholders have had an increased focus on certain climate change and other environmental, social and governance (“ESG”) factors, issues and initiatives. Regulatory and other legal changes in laws in response to such ESG matters could require material efforts and costs by us to comply with such changes. The costs of compliance with the various laws, regulations and policies applicable to us could be significant and penalties for non-compliance could significantly impact our business.

To the extent that our international operations are affected by adverse foreign economic or political conditions, we may experience disruptions and losses that could have a material impact on our financial position, results of operations or cash flow. To mitigate the risk of foreign receivables collection, we may obtain letters of credit from international customers to satisfy concerns regarding the collectability of amounts billed to customers.

Some of our contracts are denominated in foreign currencies, which may expose us to risks of fluctuating currency values and exchange rates, hard currency shortages and controls on currency exchange. Changes in the value of foreign currencies over the long term could increase our U.S. dollar costs for, or reduce our U.S. dollar revenues from, our foreign operations. Any increased costs or reduced revenues as a result of foreign currency fluctuations could adversely affect our results of operations.

The execution of our growth strategy is dependent upon the continued availability of credit and third-party financing arrangements for our customers.

Economic downturns result in tighter credit markets, which could adversely affect our customers’ ability to secure financing or to secure financing at favorable terms or interest rates necessary to proceed or continue with purchases of our products and services. Further, certain government agencies, including the U.S. Treasury, have implemented or signaled the implementation of policies that may result in increased interest rates and borrowing costs. Our customers’ or potential customers’ inability to secure financing for projects could result in the delay, cancellation or downsizing of new purchases or the suspension of purchases already under contract, which could cause a decline in the demand for our products and services and negatively impact our financial position, results of operations or cash flow.

We operate in highly competitive markets.

The markets in which we operate are highly competitive. Many of our competitors have significantly greater financial resources than we do. The intensity of this competition, which is expected to continue, can result in price discounting and margin pressures throughout the industry and may adversely affect our ability to increase or maintain prices for our products. In addition, certain of our competitors may have lower overall labor or material costs. In some cases, our contracts with municipal

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and other governmental customers are awarded and renewed through competitive bidding. We may not be successful in obtaining or renewing these contracts, which could have an adverse effect on our financial condition, results of operations or cash flow.

Strategic and Operational Risks

Failure to keep pace with technological developments may adversely affect our operations.

We are engaged in an industry that will be affected by future technological developments. The introduction of products or processes utilizing new technologies, including those resulting from any new ESG regulations, could require us to make significant changes to our existing products or processes in order for them to remain marketable and competitive. Our success will depend upon our ability to develop and introduce on a timely and cost-effective basis new products, applications and processes that keep pace with technological developments and address increasingly sophisticated customer requirements. We may not be successful in identifying, developing and marketing new products, applications and processes and product or process enhancements. We may experience difficulties that could delay or prevent the successful development, introduction and marketing of product or process enhancements or new products, applications or processes. Our products, applications or processes may not adequately meet the requirements of the marketplace and achieve market acceptance. Our financial condition, results of operations or cash flow could be materially and adversely affected if we were to incur delays in developing new products, applications or processes or product or process enhancements, or if our products do not gain market acceptance.

Our efforts to develop new products and services or enhance existing products and services involve substantial research, development and marketing expenses, and the resulting new or enhanced products or services may not generate sufficient revenues to justify the expense.

We place a high priority on developing new products and services, as well as enhancing our existing products and services. As a result of these efforts, we may be required to expend substantial research, development and marketing resources, and the time and expense required to develop a new product or service or enhance an existing product or service are difficult to predict. We may not succeed in developing, introducing or marketing new products or services or product or service enhancements. In addition, we cannot be certain that any new or enhanced product or service will generate sufficient revenue to justify the expense and resources devoted to the related product diversification effort.

The inability to obtain raw materials, component parts and/or finished goods in a timely and cost-effective manner would adversely affect our ability to manufacture and market our products.

We purchase from suppliers raw materials, component parts and finished goods to be used in the manufacturing and sale of our products. In addition, we may incorporate vehicle chassis provided directly by our customers in our production process. Although the vast majority of our raw materials and component parts are sourced domestically, certain of our suppliers are based overseas, and certain of our domestic suppliers may source subcomponents from overseas. Outbreaks of communicable diseases have been known to occur in certain of these international regions, resulting in public health crises. Global markets for various products and goods have suffered, and are continuing to suffer, material disruptions to certain supply chains. Changes in our relationships with suppliers, shortages in availability of materials, production delays, regulatory restrictions, public health crises, or other supply chain disruptions, whether due to our suppliers or customers, could have a material adverse effect on our ability to timely manufacture and deliver products to our customers. Increases in the costs of purchased raw materials, component parts or finished goods could result in manufacturing interruptions, delays, inefficiencies or our inability to market products. In addition, our profit margins would decrease if prices of purchased raw materials, component parts or finished goods increase and we are unable to pass on those increases to our customers.

As economies around the world have recovered since the initial onset of the pandemic, sharp increases in demand have created significant disruption to the global supply chain, which has adversely affected our ability to receive goods on a timely basis and increased our material costs. Short-term or sustained increases in market demand may exceed our suppliers’ production capacity or otherwise strain our supply chain. Our failure, or our suppliers’ failure, to meet the demand for raw materials and components could adversely affect our business and results of operations.

During 2021, our manufacturing operations were adversely affected as the continuity of our material supply was adversely impacted by capacity constraints, global logistics disruptions, component shortages and coronavirus-related production downtime at certain suppliers. We are currently experiencing supply shortages and inflationary pressure for certain components and raw materials, including chassis, hydraulic pumps, steel, aluminum and electronic components that are important to our manufacturing processes. When facing supply-related challenges, we may increase our inventory levels and purchase commitments to shorten lead times and to help maintain adequate inventory levels to meet customer expectations. While we actively monitor and take steps in an effort to mitigate supply chain risk, there can be no assurance that our mitigation plans will prevent disruptions that may arise from shortages of materials that we use in the production of our products.

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Challenges within global logistics networks, including shortages of shipping containers, international port congestion, trucking and chassis shortages, rail, ocean and air freight capacity constraints, and shortages in labor availability, have resulted in delays in receiving key manufacturing components, increased order backlogs and higher transportation costs. Such logistical disruption may cause us to incur higher freight costs to expedite the receipt of components from our suppliers or the delivery of products to our customers, and may also result in longer lead times for our customers.

Uncertainties related to the magnitude and duration of global supply chain disruptions have adversely affected, and may continue to adversely affect, our business and our outlook. If we are unable to recover a substantial portion of the increase in material and transportation costs from our customers through price adjustments and/or surcharges, our business or results of operations could be adversely affected. We may also experience an increase in order cancellations if any such pricing actions are not accepted by our customers.

Disruptions within our dealer network or the inability of our dealers to secure adequate access to capital could adversely affect our business.

We rely on national and global dealer networks to market certain of our products and services. As a result, our business with respect to these products and services is influenced by our ability to manage new and existing relationships with dealers. While we have relatively low turnover of dealers, from time to time, we or a dealer may choose to terminate the relationship as a result of difficulties that our dealers experience in operating their businesses due to economic conditions or other factors. While we do not believe our business is dependent on any single dealer, a disruption in our dealer network, or with a significant dealer, or within a specific market, could have an adverse impact on our business within the affected market. In addition, our dealers require adequate liquidity to finance their operations, including purchases of our products. Dealers are subject to numerous risks and uncertainties that could unfavorably affect their liquidity positions, including, among other things, continued access to adequate financing sources on a timely basis on reasonable terms. These sources of financing are vital to our ability to sell products through our dealer network. Deterioration in the liquidity or credit worthiness of our dealers could have a significant adverse effect on our business. From time to time, we may provide financing assistance to dealers or consider taking ownership positions. The loss or termination of a significant dealer, or a significant number of dealers, could cause difficulties in marketing and distributing our products and have an adverse effect on our business, financial condition, results of operations or cash flow.

We may be unsuccessful in our future acquisitions, if any, which may have an adverse effect on our business.

Our long-term strategy includes exploring acquisitions of companies or businesses to facilitate our growth, enhance our global market position and broaden our product offerings. Such acquisitions may help us expand into adjacent markets, add complementary products and services or allow us to leverage our distribution channels. In connection with this strategy, we could face certain risks and uncertainties in addition to those we face in the day-to-day operations of our business. We also may be unable to identify suitable targets for acquisition or to make acquisitions at favorable prices. If we identify a suitable acquisition candidate, our ability to successfully implement the acquisition would depend on a variety of factors, including our ability to obtain financing on acceptable terms. In addition, our acquisition activities could be disrupted by overtures from competitors for the targeted companies, governmental regulation and rapid developments in our industry that decrease the value of a potential target’s products or services.

Acquisitions involve risks, including those associated with the following:

•integrating the operations, financial reporting, disparate systems and processes and personnel of acquired companies;

•managing geographically dispersed operations;

•diverting management’s attention from other business concerns;

•changing the competitive landscape, including disrupting existing sales channels or markets;

•entering markets or lines of business in which we have either limited or no direct experience; and

•losing key employees, customers and strategic partners of acquired companies.

We also may not achieve anticipated revenue and cost benefits associated with our acquisitions. Acquisitions may not be accretive to our earnings and may negatively impact our results of operations as a result of, among other things, the incurrence of debt, acquisition costs, impairment of goodwill and amortization of other intangible assets. In addition, future acquisitions could result in dilutive issuances of equity securities.

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Businesses acquired by us may have liabilities that are not known to us.

We may assume liabilities in connection with the acquisition of businesses. There may be liabilities that we fail or are unable to discover in the course of performing due diligence investigations on the acquired businesses, or that may be more material than we discovered. In these circumstances, we cannot assure that our rights to indemnification will be sufficient in amount, scope or duration to fully offset the possible liabilities associated with the businesses or property acquired. Further, these liabilities could result in unexpected legal or regulatory exposure, unexpected increases in taxes or other adverse effects on our business. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our financial condition, results of operations or cash flow.

We could incur restructuring and impairment charges as we continue to evaluate opportunities to restructure our business and rationalize our manufacturing operations in an effort to optimize our cost structure.

We continue to evaluate opportunities to restructure our business and rationalize our manufacturing operations in an effort to optimize our cost structure. These actions could result in significant charges that could adversely affect our financial condition and results of operations. Future actions could result in restructuring and related charges, including but not limited to impairments, employee termination costs and charges for pension and other postretirement contractual benefits and pension curtailments that could be significant and could have an adverse effect on our financial condition, results of operations or cash flow.

Indebtedness Risk

We are subject to a number of restrictive debt covenants.

Our credit facility contains certain restrictive debt covenants and customary events of default. Our ability to comply with these restrictive covenants may be affected by the other factors described in this “Risk Factors” section, as well as other factors outside of our control. Failure to comply with one or more of these restrictive covenants may result in an event of default which, if not cured by us or waived by our lenders, allows our lenders to declare all amounts outstanding as due and payable. Such an acceleration of the maturity of our indebtedness may cause us to incur substantial costs and may prevent or limit us from engaging in transactions that benefit us, including responding to changing business and economic conditions and taking advantage of attractive business opportunities.

Human Capital and Labor Risks

Our ability to operate effectively could be impaired if we fail to attract and retain key personnel.

Our ability to operate our businesses and implement our strategies depends in part on the efforts of our executive officers and other key employees. In addition, our future success will depend on, among other factors, our ability to attract and retain qualified personnel. The loss of the services of any key employee or the failure to attract or retain other qualified personnel could have a material adverse effect on our business or business prospects.

Our business may be adversely impacted by work stoppages and other labor relations matters.

As a portion of our workforce is unionized, we are subject to risk of work stoppages and other labor relations matters. As of December 31, 2021, approximately 13% of our U.S. hourly workers were represented by labor unions and were covered by collective bargaining agreements with various unions. Our current collective bargaining agreement with the International Brotherhood of Electrical Workers is due to expire in April 2022. Any strikes, threats of strikes or other organized disruptions in connection with the negotiation of new labor agreements or other negotiations could materially adversely affect our business as well as impair our ability to implement further measures to reduce costs and improve production efficiencies. In addition, the stoppage of work for a prolonged period of time at one, or several, of our principal manufacturing facilities, due to public health concerns or the implementation of any government-mandated vaccine or testing requirement, or any other reason, could materially adversely affect our business.

Our pension funding requirements and expenses are affected by certain factors outside of our control, including the performance of plan assets, the discount rate used to value liabilities, actuarial assumptions and experience and legal and regulatory changes.

Our funding obligations and pension expense for our defined benefit pension plans are driven by the performance of assets set aside in trusts for these plans, the discount rate used to value the plans’ liabilities, actuarial assumptions and experience and legal and regulatory funding requirements. Changes in these factors could have an adverse impact on our financial condition, results of operations or cash flow. In addition, a portion of our pension plan assets are invested in equity securities, which can experience significant declines if financial markets weaken. The level of the funding of our defined benefit pension plan

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liabilities was approximately 91% as of December 31, 2021. Funding of the Company’s U.S. defined benefit pension plan is determined in accordance with guidelines set forth in the Employee Retirement Income Security Act. The current year funding status was impacted by a higher discount rate than in the prior year. Our future pension expenses and funding requirements could increase significantly due to the effect of adverse changes in the discount rate, asset values or the estimated expected return on plan assets. In addition, we could become legally required to make increased cash contributions to the pension plans, and these contributions could be material and negatively affect our cash flow.

Data Security and Intellectual Property Risks

Increased information technology security threats and more sophisticated cybersecurity attacks pose a risk to our systems, networks, products and operations.

We rely upon information technology systems and networks, some of which are managed by third parties, to support a variety of business processes and activities, and to comply with regulatory, legal and tax requirements. Additionally, in the ordinary course of business, we collect and store sensitive information relating to our businesses, customers, suppliers and employees. Sensitive information may also be stored by our vendors and on the platforms and networks of third-party providers. The secure operation of these information technology systems and networks and processing and maintenance of this information is critical to the Company’s business operations and strategy.

These information technology systems and networks may be susceptible to damage, disruptions or shutdowns due to hardware failures, computer viruses, cybersecurity attacks, telecommunication failures, user errors, catastrophic events or other factors. Further, information technology security threats are growing in frequency and sophistication. Accordingly, we have implemented and continue to implement measures to address cybersecurity attacks and mitigate potential risks to our systems from these information technology-related disruptions. Despite the information security measures we have taken, our systems and networks remain potentially vulnerable to attacks, as do those of our vendors and third-party providers. Cybersecurity attacks on the Company, our vendors or our third-party providers could potentially result in the compromising of confidential information, misuse of our systems and networks, manipulation and destruction of data, misappropriation of assets or production stoppages and supply shortages, which in turn could adversely affect our reputation, financial condition, results of operations or cash flow.

Although we have not suffered any significant cyber incidents that have had a material business impact, we and our vendors have, from time to time, been the target of malicious cyber threats. While various procedures and controls have been and are being utilized to mitigate information technology risks, there can be no guarantee that the actions and controls that we and our third-party providers have implemented will be sufficient to protect our systems, information or other property. Further, the amount of insurance coverage we maintain may be inadequate to cover claims or liabilities relating to a cybersecurity attack.

Infringement of, or an inability to protect, our intellectual property rights could adversely affect our business.

We rely on a combination of patents, trademarks, copyrights, nondisclosure agreements, information technology security systems, physical security and other measures to protect our proprietary intellectual property and the intellectual property of certain customers and suppliers. However, we cannot be certain that our efforts to protect these intellectual property rights will be sufficient. Intellectual property protection is subject to applicable laws in various jurisdictions where interpretations and protections differ or can be unpredictable and costly to enforce. Further, our ability to protect our intellectual property rights may be limited in certain foreign jurisdictions that do not have, or do not enforce, strong intellectual property rights. Any failure to protect or enforce our intellectual property rights could have a material adverse effect on our competitive position, financial condition, results of operations or cash flow.

Legal and Financial Risks

We may incur material losses and costs as a result of lawsuits or claims that may be brought against us which are related to product liability, warranty, product recalls, intellectual property, client service interruptions or other matters.

We are exposed to product liability and warranty claims in the normal course of business in the event that our products actually or allegedly fail to perform as expected, or the use of our products results, or is alleged to result, in bodily injury and/or property damage. For example, we have been sued by firefighters seeking damages claiming that exposure to our sirens has impaired their hearing and that the sirens are, therefore, defective. In addition, we are subject to other claims and litigation from time to time, as further described in the accompanying notes to our consolidated financial statements. We could experience material product liability or warranty costs in the future and incur significant costs to defend ourselves against these claims. While we carry insurance and maintain reserves for product liability claims, our insurance coverage may be inadequate if such claims do arise, and any defense costs and liability not covered by insurance could have a material adverse impact on our financial condition, results of operations or cash flow. A future claim could involve the imposition of punitive damages, the award of which, pursuant to state laws, may not be covered by insurance. In addition, warranty and certain other claims are not

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typically covered by insurance. Any product liability or warranty issues may adversely impact our reputation as a manufacturer of high-quality, safe products and may have a material adverse effect on our business.

The costs associated with complying with environmental, safety and other ESG regulations could lower our margins.

We, like other manufacturers, continue to face heavy governmental regulation of our products, especially in the areas of the environment and employee health and safety. Increased public awareness and concern regarding climate change and other ESG matters at numerous levels of government in various jurisdictions may lead to additional international, national, regional and local legislative and regulatory responses, and compliance with any new rules could be difficult and costly. These regulations could include environmental requirements applicable to manufacturing and vehicle emissions and regulations impacting our supply chain both nationally and internationally. Complying with environmental, safety and other ESG requirements has added and will continue to add to the cost of our products, could increase the capital required to support our business and could affect the products and services that we offer. While we believe that we are in compliance in all material respects with these laws and regulations, we may be adversely impacted by costs, liabilities or claims with respect to our operations under existing laws or those that may be adopted. These requirements are complex, change frequently and have tended to become more stringent over time. Therefore, we could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions as a result of violation of, or liabilities under, environmental laws and safety regulations. Further, climate change regulations at the federal, state or local level or in international jurisdictions could require us to limit emissions, change our manufacturing processes or product offerings, or undertake other activities which may require us to incur additional expense. These requirements may increase the cost of our products, which may diminish demand for those products.

Additionally, uneven application of environmental, safety and other ESG regulations could place our products at a cost or features disadvantage, which could reduce our revenues and profitability. A failure, or perceived failure, to respond to investor or customer expectations related to ESG concerns in areas such as climate change and supply chain management could materially adversely affect our business and reputation.

An impairment in the carrying value of goodwill, intangible assets or long-lived assets could negatively affect our financial position and results of operations.

As of December 31, 2021, goodwill and intangible assets represented 32% and 15% of total consolidated assets, respectively. Rental equipment and properties and equipment are long-lived assets, which also represented more than 5% of our total consolidated assets as of December 31, 2021. Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if indicators of impairment exist. Definite-lived intangible assets and long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In evaluating the potential for impairment of goodwill, intangible assets and long-lived assets, we make assumptions regarding future operating performance, business trends, competition and market and general economic conditions. Such analyses further require us to make certain assumptions about our sales, operating margins, growth rates and discount rates. There are inherent uncertainties related to these factors. An impairment charge may result from, among other things, a significant decline in operating results, adverse market conditions, unfavorable changes in applicable laws or regulations, or a variety of other factors. Our total consolidated assets and results of operations for the applicable period could be materially adversely affected if any such charge is recorded.

Item 1B. Unresolved Staff Comments.

None.

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Item 2. Properties.

As of December 31, 2021, the Company utilized 15 principal manufacturing plants located throughout the U.S., as well as two in Europe, two in Canada and one in South Africa. The Company also leases facilities within the U.S., Europe and Canada from which we provide sales, service and/or equipment rentals. As of December 31, 2021, the Company devoted approximately 2.3 million square feet to manufacturing and 0.9 million square feet to sales, service, warehousing and office space. Of the total square footage, approximately 82% is devoted to the Environmental Solutions Group and 18% to the Safety and Security Systems Group. Approximately 53% of the total square footage is owned by the Company with the remaining 47% being leased. Owned facilities are subject to liens under the Company’s Second Amended and Restated Credit Agreement dated July 30, 2019 (as amended, the “2019 Credit Agreement”).

The Company believes its properties, and related machinery and equipment, are well-maintained, suitable and adequate for their intended purposes. In the aggregate, these facilities are of sufficient capacity for the Company’s current business needs. However, the Company may make additional investments in certain facilities in the future in response to increased demand for the Company’s products.

Item 3. Legal Proceedings.

The information concerning the Company’s legal proceedings included in Note 13 – Legal Proceedings to the accompanying consolidated financial statements is incorporated herein by reference.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

The Company’s common stock is listed and traded on the New York Stock Exchange under the symbol “FSS”.

Holders

As of February 28, 2022, there were 1,462 holders of record of the Company’s common stock.

Securities Authorized for Issuance under Equity Compensation

Information concerning the Company’s equity compensation plans is included under Item 12 of Part III of this Form 10-K.

Recent Sales of Unregistered Securities

There were no sales of unregistered securities by the Company during the year ended December 31, 2021.

Purchases of Equity Securities

The following table provides a summary of the Company’s repurchase activity for its common stock during the three months ended December 31, 2021:

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (a) (b)
October 2021 (10/3/21 - 11/6/21)	—	$	—	—	$	87,149,983
November 2021 (11/7/21 - 12/4/21)	100,000	43.3434		100,000	82,815,639
December 2021 (12/5/21 - 12/31/21)	174,050	44.0428		174,050	75,149,983

(a) In November 2014, the Company’s Board of Directors (the “Board”) authorized a stock repurchase program of up to $75.0 million of the Company’s common stock.

(b) In March 2020, the Board authorized an additional stock repurchase program of up to $75.0 million of the Company’s common stock. This program supplements the November 2014 stock repurchase program, which remains in effect.

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Performance Graph

The following graph compares the cumulative five-year total return to stockholders of the Company’s common stock relative to the cumulative total returns of the Russell 2000 index, the S&P Midcap 400 index and the S&P Industrials index. The graph assumes that the value of the investment in the Company’s common stock, and in each index, was $100 on December 31, 2016 and assumes reinvestment of all dividends through December 31, 2021.

	As of December 31,
	2016		2017		2018		2019		2020		2021
Federal Signal Corporation	$	100.00	$	130.80	$	131.30	$	215.20	$	223.77	$	294.95
Russell 2000	100.00		114.65		102.02		128.06		153.62		176.39
S&P Midcap 400	100.00		116.24		103.36		130.44		148.26		184.96
S&P Industrials	100.00		121.03		104.95		135.77		150.79		182.63

The stock price performance included in this graph is not necessarily indicative of future stock price performance. Notwithstanding anything set forth in any of our previous filings under the Securities Act or the Exchange Act, which might be incorporated into future filings in whole or part, including this Form 10-K, the preceding performance graph shall not be deemed incorporated by reference into any such filings.

Item 6. [Reserved]

Not applicable.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide information that is supplemental to, and shall be read together with, the consolidated financial statements and the accompanying notes contained in this Form 10-K. Information in MD&A is intended to assist the reader in obtaining an understanding of (i) the consolidated financial statements, (ii) the Company’s business segments and how the results of those segments impact the Company’s results of operations and financial condition as a whole and (iii) how certain accounting principles affect the Company’s consolidated financial statements.

Executive Summary

The Company is a leading global manufacturer and supplier of (i) vehicles and equipment for maintenance and infrastructure end-markets, including sewer cleaners, industrial vacuum loaders, safe-digging trucks, street sweepers, waterblasting equipment, road-marking and line-removal equipment, dump truck bodies, trailers and metal extraction support equipment, and (ii) public safety equipment, such as vehicle lightbars and sirens, industrial signaling equipment, public warning systems and general alarm/public address systems. In addition, we engage in the sale of parts, service and repair, equipment rentals and training as part of a comprehensive aftermarket offering to our customer base. We operate 20 manufacturing facilities in five countries and provide products and integrated solutions to municipal, governmental, industrial and commercial customers in all regions of the world.

As described in Note 17 – Segment Information to the accompanying consolidated financial statements, the Company’s business units are organized in two reportable segments: the Environmental Solutions Group and the Safety and Security Systems Group.

Coronavirus Update

The coronavirus pandemic adversely impacted our operating results for the year ended December 31, 2020. As market conditions have gradually improved, we have seen strong recovery in customer demand, with orders for the year ended December 31, 2021 increasing by $492 million, or 47%, compared to the prior year. This order improvement has contributed to a record backlog of $629 million as of December 31, 2021.

However, the pace of economic recovery in many countries and high levels of demand have placed significant pressure on global supply chains, which has been exacerbated by labor shortages and transportation challenges. In particular, there have been significant global shortages in semi-conductors and component parts, which among other things has led to a decline in the availability of chassis in North America. These supply chain disruptions have impacted our ability to obtain certain raw materials and purchased components that are necessary to our production processes, including the ability to obtain a sufficient quantity of chassis from third-party suppliers to maximize production efficiencies and deliver products to our customers. With these supply chain challenges, we have also experienced increases in the cost of raw materials, such as steel, and have taken measures designed to mitigate the associated impacts. While we were able to largely mitigate these issues during the year ended December 31, 2021, we cannot provide any assurance that such mitigation efforts will be successful in addressing further supply chain disruption, especially with respect to chassis, which may impact our ability to service our customers, effectively roll out and realize price increases to offset the effects of commodity inflation and sustain our profit margins.

We continue to closely monitor the impact of the pandemic, and its emerging variants, on our business, including how it is affecting our employees, customers, supply chain and distribution network. The overall magnitude of the direct and indirect impact of the pandemic on our operating and financial results remains uncertain and will largely depend on the duration of the pandemic and the measures implemented in response, as well as the effect on our customers and suppliers.

Operating and Financial Performance in 2021

Despite the challenges created by the coronavirus pandemic, the Company was able to sustain a high level of financial performance and make progress against several long-term objectives in 2021. Included among the Company’s highlights in 2021 were the following:

•Orders exceeded $1.5 billion for the first time in the Company’s history, and were up $492 million, or 47%, from last year.

•Backlog at December 31, 2021 was $629 million, a new Company record, and more than double the backlog at the end of last year.

•Net sales for the year ended December 31, 2021 were $1.2 billion, an increase of $82 million, or 7% from last year.

•For the year ended December 31, 2021, we reported operating income and income from continuing operations of $130.7 million and $100.6 million, respectively.

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•On a consolidated basis, we reported adjusted EBITDA* of $180.5 million for the year ended December 31, 2021, which translated to an adjusted EBITDA margin* of 14.9%, towards the high-end of our target range.

•Cash flow from continuing operating activities for the year ended December 31, 2021 was $101.8 million.

•With the positive operating cash flow, we ended the year with $41 million of cash and $209 million of availability for borrowings under our $500 million credit facility, which was executed in July 2019. The five-year facility can be increased by an additional $250 million for acquisitions.

•With our strong balance sheet, positive operating cash flow, and capacity under our revolving credit facility, we are well positioned to continue to invest in internal growth initiatives, pursue strategic acquisitions and consider ways to return value to stockholders, as we did during 2021:

◦Our capital expenditures in 2021 were approximately $37 million, most of which related to the acquisition of our Elgin, Illinois manufacturing facility, which we had previously leased. We also continued to make strategic investments for the future by purchasing new machinery and equipment aimed at gaining operating efficiencies and expanding capacity at several of our production facilities.

◦We continue to invest in new product development and are encouraged that these efforts will provide additional opportunities to further diversify our customer base, penetrate new end-markets or gain access to new geographic regions.

◦We completed three acquisitions in 2021, with the addition of OSW, Ground Force and Deist providing us with opportunities to expand our geographic footprint and augment our specialty vehicle product offerings.

◦We demonstrated our commitment to returning value to our stockholders by paying cash dividends of $22.0 million, and spending $15.4 million repurchasing shares under our authorized repurchase program.

•Our eighty-twenty improvement initiatives remain a critical part of our culture and we continue to focus on reducing product costs and improving manufacturing efficiencies across all our businesses.

•To highlight our ongoing focus on operating in a socially responsible and sustainable manner, we published our second annual Sustainability Report in November 2021.

*The Company uses adjusted earnings before interest, tax, depreciation and amortization (“adjusted EBITDA”) and the ratio of adjusted EBITDA to net sales (“adjusted EBITDA margin”) as additional measures which are representative of its underlying performance and to improve the comparability of results across reporting periods. Refer to the Results of Operations section for further discussion regarding these non-GAAP metrics and a reconciliation of each to the most comparable GAAP measure for each of the periods presented.

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Results of Operations

The following table summarizes our Consolidated Statements of Operations as of, and for the years ended, December 31, 2021, 2020 and 2019, and illustrates the key financial indicators used to assess our consolidated financial results:

	For the Years Ended December 31,									Change
($ in millions, except per share data)	2021			2020			2019			2021 vs. 2020			2020 vs. 2019
Net sales	$	1,213.2		$	1,130.8		$	1,221.3		$	82.4		$	(90.5)
Cost of sales	924.5			837.2			898.5			87.3			(61.3)
Gross profit	288.7			293.6			322.8			(4.9)			(29.2)
Selling, engineering, general and administrative expenses	149.2			149.2			164.4			—			(15.2)
Amortization expense	10.9			9.6			8.8			1.3			0.8
Acquisition and integration-related (benefits) expenses	(2.1)			2.1			2.5			(4.2)			(0.4)
Restructuring	—			1.3			—			(1.3)			1.3
Operating income	130.7			131.4			147.1			(0.7)			(15.7)
Interest expense	4.5			5.7			7.9			(1.2)			(2.2)
Pension settlement charges	10.3			—			—			10.3			—
Other (income) expense, net	(1.7)			1.1			0.6			(2.8)			0.5
Income before income taxes	117.6			124.6			138.6			(7.0)			(14.0)
Income tax expense	17.0			28.5			30.2			(11.5)			(1.7)
Income from continuing operations	100.6			96.1			108.4			4.5			(12.3)
Gain from discontinued operations and disposal, net of tax	—			0.1			0.1			(0.1)			—
Net income	$	100.6		$	96.2		$	108.5		$	4.4		$	(12.3)
Other data:
Operating margin	10.8		%	11.6		%	12.0		%	(0.8)		%	(0.4)		%
Adjusted EBITDA (a)	$	180.5		$	182.2		$	191.3		$	(1.7)		$	(9.1)
Adjusted EBITDA margin (a)	14.9		%	16.1		%	15.7		%	(1.2)		%	0.4		%
Diluted earnings per share — Continuing operations	$	1.63		$	1.56		$	1.76		$	0.07		$	(0.20)
Total orders	1,538.8			1,047.1			1,269.0			491.7			(221.9)
Backlog	628.9			303.9			386.9			325.0			(83.0)
Depreciation and amortization	50.4			44.8			41.5			5.6			3.3

(a)The Company uses adjusted EBITDA and adjusted EBITDA margin as additional measures which are representative of its underlying performance and to improve the comparability of results across reporting periods. We believe that investors use versions of these metrics in a similar manner. For these reasons, the Company believes that adjusted EBITDA and adjusted EBITDA margin are meaningful metrics to investors in evaluating the Company’s underlying financial performance. Adjusted EBITDA is a non-GAAP measure that represents the total of income from continuing operations, interest expense, pension settlement charges, acquisition and integration-related (benefits) expenses, restructuring activity, coronavirus-related expenses, purchase accounting effects, other income/expense, income tax expense, depreciation and amortization expense and the impact of adoption of a new lease accounting standard, where applicable. Adjusted EBITDA margin is a non-GAAP measure that represents the total of income from continuing operations, interest expense, pension settlement charges, acquisition and integration-related (benefits) expenses, restructuring activity, coronavirus-related expenses, purchase accounting effects, other income/expense, income tax expense, depreciation and amortization expense and the impact of adoption of a new lease accounting standard, where applicable, divided by net sales for the applicable period(s). Other companies may use different methods to calculate adjusted EBITDA and adjusted EBITDA margin.

A discussion of changes in the Company’s financial condition and results of operations during the year ended December 31, 2020 compared to the year ended December 31, 2019 has been omitted from this Annual Report on Form 10-K, but may be found under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 25, 2021.

Year ended December 31, 2021 vs. year ended December 31, 2020

Net sales

Net sales for the year ended December 31, 2021 increased by $82.4 million, or 7%, compared to the prior year. The Environmental Solutions Group reported a net sales increase of $88.2 million, or 10%, primarily due to a $55.8 million

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improvement in aftermarket revenues, inclusive of a $30.0 million increase in used equipment sales, increases in sales of dump truck bodies, industrial vacuum loaders and waterblasting equipment of $27.4 million, $7.5 million and $6.9 million, respectively, and a $12.2 million favorable foreign currency translation impact. Partially offsetting these improvements were reductions in shipments of street sweepers and sewer cleaners of $14.5 million and $13.8 million, respectively. Within the Safety and Security Systems Group, net sales decreased by $5.8 million, or 3%, primarily due to reductions in sales of public safety equipment and warning systems of $7.7 million and $2.5 million, respectively, partially offset by a $2.2 million increase in sales of industrial signaling equipment and a $2.2 million favorable foreign currency translation impact.

Cost of sales

For the year ended December 31, 2021, cost of sales increased by $87.3 million, or 10%, compared to the prior year, largely due to an increase of $90.1 million, or 13%, within the Environmental Solutions Group, primarily related to increased sales volumes, inclusive of current-year acquisition effects, higher material costs, an $11.6 million unfavorable foreign currency translation impact and a $3.8 million increase in depreciation expense. Within the Safety and Security Systems Group, cost of sales decreased by $2.8 million, or 2%, primarily related to lower sales volumes, partially offset by a $1.6 million unfavorable foreign currency translation impact and higher material and freight costs.

Gross profit

For the year ended December 31, 2021, gross profit decreased by $4.9 million, or 2%, compared to the prior year, primarily due to reductions of $3.0 million and $1.9 million within the Safety and Security Systems Group and Environmental Solutions Group, respectively. Gross profit as a percentage of net sales (“gross profit margin”) for the year ended December 31, 2021 was 23.8%, compared to 26.0% in the prior year, primarily driven by reductions within the Environmental Solutions Group and Safety and Security Systems Group of 220 basis points and 40 basis points, respectively.

Selling, engineering, general and administrative (“SEG&A”) expenses

For the year ended December 31, 2021, SEG&A expenses remained consistent with the prior year, with a $1.5 million reduction in Corporate SEG&A expenses being largely offset by a $1.4 million increase within the Environmental Solutions Group. As a percentage of net sales, SEG&A expenses decreased from 13.2% in the prior year, to 12.3% in the current year.

Operating income

Operating income for the year ended December 31, 2021 decreased by $0.7 million, or 1%, compared to the prior year, largely due to the $4.9 million reduction in gross profit and a $1.3 million increase in amortization expense, partially offset by a $4.2 million decrease in acquisition-related costs and the non-recurrence of $1.3 million of restructuring charges that were recognized in the prior year. Consolidated operating margin for the year ended December 31, 2021 was 10.8%, compared to 11.6% in the prior year.

Interest expense

Interest expense for the year ended December 31, 2021 decreased by $1.2 million, or 21%, compared to the prior year, largely due to lower average debt levels in comparison to the prior year.

Pension settlement charges

During the year ended December 31, 2021, the Company recognized a pension settlement charge of $10.3 million in connection with the purchase of a group annuity contract from an insurance company, under which approximately $25 million of the projected benefit obligation of the Company’s U.S. defined benefit plan was transferred to the insurance company. For further discussion, see Note 11 – Pension and Other Post-Employment Plans to the accompanying consolidated financial statements.

Other (income) expense, net

For the year ended December 31, 2021, Other (income) expense, net, totaled $1.7 million of income, largely due to the recognition of $1.1 million of net periodic pension benefit and $0.3 million of foreign currency transaction gains. For the year ended December 31, 2020, Other (income) expense, net, totaled $1.1 million of expense, largely due to the recognition of a $2.3 million charge associated with the withdrawal from a multi-employer pension plan, partially offset by $0.5 million of net periodic pension benefit and $0.4 million of foreign currency transaction gains.

Income tax expense

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The Company recognized income tax expense of $17.0 million for the year ended December 31, 2021, compared to $28.5 million for the year ended December 31, 2020. The reduction in income tax expense in the current year was primarily due to the recognition of a $3.4 million tax benefit associated with the release of state valuation allowances and a $3.3 million tax benefit associated with the remeasurement of deferred taxes for changes in state tax apportionment, both of which resulted from a change in tax status during the year, a $2.0 million increase in excess tax benefits from stock compensation activity and the effects of lower pre-tax earnings. Including these items, the Company’s effective tax rate for the year ended December 31, 2021 was 14.5%, compared to 22.9% in 2020. For further discussion, see Note 10 – Income Taxes to the accompanying consolidated financial statements.

Income from continuing operations

Income from continuing operations for the year ended December 31, 2021 increased by $4.5 million, or 5%, compared to the prior year, largely due to a $11.5 million decrease in income tax expense, the $2.8 million increase in other income and the $1.2 million reduction in interest expense, partially offset by the recognition of the $10.3 million pension settlement charge and the reduced operating income.

Adjusted EBITDA

Adjusted EBITDA for the year ended December 31, 2021 was $180.5 million, compared to $182.2 million in the prior year. Adjusted EBITDA margin for the year ended December 31, 2021 was 14.9%, compared to 16.1% in the prior year.

The following table summarizes the Company’s adjusted EBITDA and adjusted EBITDA margin and reconciles income from continuing operations to adjusted EBITDA for each of the three years in the period ended December 31, 2021:

	For the Years Ended December 31,
($ in millions)	2021			2020			2019
Income from continuing operations	$	100.6		$	96.1		$	108.4
Add (less):
Interest expense	4.5			5.7			7.9
Pension settlement charges	10.3			—			—
Acquisition and integration-related (benefits) expenses	(2.1)			2.1			2.5
Restructuring	—			1.3			—
Coronavirus-related expenses (a)	1.2			2.3			—
Purchase accounting effects (b)	0.3			0.3			0.2
Other (income) expense, net	(1.7)			1.1			0.6
Income tax expense	17.0			28.5			30.2
Depreciation and amortization	50.4			44.8			41.5
Adjusted EBITDA	$	180.5		$	182.2		$	191.3
Net sales	$	1,213.2		$	1,130.8		$	1,221.3
Adjusted EBITDA margin	14.9		%	16.1		%	15.7		%

(a)Coronavirus-related expenses relate to direct expenses incurred in connection with the Company's response to the coronavirus pandemic, that are incremental to, and separable from, normal operations. Such expenses primarily relate to incremental paid time off provided to employees and costs incurred to implement enhanced workplace safety protocols.

(b)Purchase accounting effects represent the step-up in the valuation of equipment acquired in recent business combinations that was sold during the periods presented.

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Environmental Solutions

The following table summarizes the Environmental Solutions Group’s operating results as of, and for the years ended, December 31, 2021, 2020 and 2019:

	For the Years Ended December 31,									Change
($ in millions)	2021			2020			2019			2021 vs. 2020			2020 vs. 2019
Net sales	$	1,004.0		$	915.8		$	992.9		$	88.2		$	(77.1)
Operating income	120.5			124.3			139.4			(3.8)			(15.1)
Other data:
Operating margin	12.0		%	13.6		%	14.0		%	(1.6)		%	(0.4)		%
Total orders	$	1,297.3		$	840.0		$	1,038.0		$	457.3		$	(198.0)
Backlog	576.4			282.5			357.6			293.9			(75.1)
Depreciation and amortization	46.7			41.3			38.1			5.4			3.2

Year ended December 31, 2021 vs. year ended December 31, 2020

Total orders increased by $457.3 million, or 54%, for the year ended December 31, 2021. U.S. orders increased by $416.6 million, or 63%, primarily due to improvements in orders for sewer cleaners, street sweepers, dump truck bodies, safe-digging trucks, trailers, industrial vacuum loaders, metal extraction support equipment and road-marking and line-removal equipment of $103.9 million, $67.6 million, $46.7 million, $37.3 million, $24.7 million, $21.3 million, $15.1 million and $10.4 million, respectively. In addition, upon acquiring OSW, Ground Force and Deist, we acquired a backlog of U.S. orders aggregating to $36.3 million, while aftermarket demand also increased by $36.3 million. Non-U.S. orders increased by $40.7 million, or 22%, primarily due to a $17.2 improvement in aftermarket demand, increases in orders for sewer cleaners, dump truck bodies, and industrial vacuum loaders of $7.9 million, $6.9 million, and $3.5 million, respectively, and a $11.9 million favorable foreign currency translation impact. In addition, upon acquiring OSW, Ground Force and Deist, we acquired a backlog of non-U.S. orders aggregating to $5.0 million. Partially offsetting these improvements was a $14.3 million reduction in orders for refuse trucks, primarily associated with the timing of large fleet orders in the prior-year period.

Net sales increased by $88.2 million, or 10%, for the year ended December 31, 2021. U.S. sales increased by $58.2 million, or 8%, largely due to a $40.1 million increase in aftermarket revenues and a $22.1 million increase in sales of dump truck bodies, partially offset by a $12.0 million reduction in shipments of sewer cleaners. Non-U.S. sales increased by $30.0 million, or 18%, primarily due to a $15.7 million improvement in aftermarket revenues, a $5.3 million increase in sales of dump truck bodies and a $12.2 million favorable foreign currency translation impact, partially offset by a $6.7 million reduction in shipments of street sweepers.

Cost of sales increased by $90.1 million, or 13%, for the year ended December 31, 2021, primarily due to increased sales volumes, inclusive of current-year acquisition effects, higher material costs, an $11.6 million unfavorable foreign currency translation impact and a $3.8 million increase in depreciation expense. Including these factors, gross profit margin for the year ended December 31, 2021 was 21.1%, compared to 23.3% in the prior year, with the impact of higher material costs and production inefficiencies associated with supply chain disruptions being partially offset by pricing actions and a more favorable sales mix, associated with the increase in aftermarket demand.

SEG&A expenses increased by $1.4 million, or 2%, for the year ended December 31, 2021, primarily due to the addition of expenses from current-year acquisitions. As a percentage of net sales, SEG&A expenses decreased from 8.6% in the prior year, to 8.0% in the current year.

Operating income decreased by $3.8 million, or 3%, for the year ended December 31, 2021, largely due to a $1.9 million reduction in gross profit, the $1.4 million increase in SEG&A expenses and a $1.3 million increase in amortization expense, partially offset by the non-recurrence of $0.7 million of restructuring charges that were recognized in the prior year and a $0.1 million decrease in acquisition-related costs.

Backlog was $576.4 million at December 31, 2021, compared to $282.5 million at December 31, 2020.

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Safety and Security Systems

The following table summarizes the Safety and Security Systems Group’s operating results as of, and for the years ended, December 31, 2021, 2020 and 2019:

	For the Years Ended December 31,									Change
($ in millions)	2021			2020			2019			2021 vs. 2020			2020 vs. 2019
Net sales	$	209.2		$	215.0		$	228.4		$	(5.8)		$	(13.4)
Operating income	32.7			35.5			38.6			(2.8)			(3.1)
Other data:
Operating margin	15.6		%	16.5		%	16.9		%	(0.9)		%	(0.4)		%
Total orders	$	241.5		$	207.1		$	231.0		$	34.4		$	(23.9)
Backlog	52.5			21.4			29.3			31.1			(7.9)
Depreciation and amortization	3.6			3.4			3.3			0.2			0.1

Year ended December 31, 2021 vs. year ended December 31, 2020

Total orders increased by $34.4 million, or 17%, for the year ended December 31, 2021. U.S. orders increased by $15.6 million, or 12%, compared to the prior year, driven by improvements in orders for public safety equipment and industrial signaling equipment of $12.2 million and $6.3 million, respectively, partially offset by a $2.9 million reduction in orders for warning systems. Non-U.S. orders increased by $18.8 million, or 23%, due to improvements in orders for public safety equipment and industrial signaling equipment of $15.8 million and $3.0 million, respectively, as well as a $2.7 million favorable foreign currency translation impact, partially offset by a $2.7 million reduction in orders for warning systems.

Net sales decreased by $5.8 million, or 3%, for the year ended December 31, 2021. U.S. sales decreased by $3.7 million, or 3%, driven by reductions in sales of warning systems and public safety equipment of $4.2 million and $1.3 million, respectively, partially offset by a $1.8 million increase in sales of industrial signaling equipment. Non-U.S. sales decreased by $2.1 million, or 2%, largely due to a $6.4 million reduction in sales of public safety equipment, partially offset by an increase in sales of warning systems of $1.7 million, as well as a $2.2 million favorable foreign currency translation impact.

Cost of sales decreased by $2.8 million, or 2%, for the year ended December 31, 2021, primarily related to lower sales volumes, partially offset by a $1.6 million unfavorable foreign currency translation impact and higher material and freight costs. Gross profit margin for the year ended December 31, 2021 was 36.9%, compared to 37.3% in the prior year, with the decrease primarily attributable to the impact of higher material and freight costs.

SEG&A expenses increased by $0.1 million for the year ended December 31, 2021. As a percentage of net sales, SEG&A expenses were 21.2% in the current year, compared with 20.6% in the prior year.

Operating income decreased by $2.8 million, or 8%, for the year ended December 31, 2021, primarily due to a $3.0 million reduction in gross profit, partially offset by the non-recurrence of $0.3 million of restructuring charges that were recognized in the prior year.

Backlog was $52.5 million at December 31, 2021, compared to $21.4 million at December 31, 2020.

Corporate Expense

Corporate operating expenses were $22.5 million, $28.4 million and $30.9 million for the years ended December 31, 2021, 2020 and 2019, respectively.

For the year ended December 31, 2021, corporate operating expenses decreased by $5.9 million, primarily due to a $4.1 million decrease in acquisition and integration-related expenses, of which $3.5 million related to a reduction in the estimated fair value of contingent consideration, as well as lower incentive-based compensation costs.

The Company’s hearing loss litigation has historically been managed by the Company’s legal staff resident at the corporate office and not by management at either segment. In accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting, which provides that segment reporting should follow the management of the item and that certain expenses may be corporate expenses, these legal expenses (which are not part of the normal operating activities of any of our reportable segments) are reported and managed as corporate expenses.

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Financial Condition, Liquidity and Capital Resources

The Company uses its cash flow from operations to fund growth and to make capital investments that sustain its operations, reduce costs, or both. Beyond these uses, remaining cash is used to pay down debt, repurchase shares, fund dividend payments and make pension contributions. The Company may also choose to invest in the acquisition of businesses. In the absence of significant unanticipated cash demands, we believe that the Company’s existing cash balances, cash flow from operations and borrowings available under the 2019 Credit Agreement will provide funds sufficient for these purposes. The net cash flows associated with the Company’s rental equipment transactions are included in cash flow from operating activities.

The Company’s cash and cash equivalents totaled $40.5 million, $81.7 million and $31.6 million as of December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, $18.2 million of cash and cash equivalents was held by foreign subsidiaries. Cash and cash equivalents held by subsidiaries outside the U.S. typically are held in the currency of the country in which it is located. The Company uses this cash to fund the operating activities of its foreign subsidiaries and for further investment in foreign operations. Generally, the Company has considered such cash to be indefinitely reinvested in its foreign operations and the Company’s current plans do not demonstrate a need to repatriate such cash to fund U.S. operations. However, in the event that these funds were needed to fund U.S. operations or to satisfy U.S. obligations, they generally could be repatriated. The repatriation of these funds may cause the Company to incur additional U.S. income tax expense, dependent on income tax laws and other circumstances at the time any such amounts were repatriated.

Net cash provided by operating activities totaled $101.8 million, $136.2 million and $103.1 million in 2021, 2020 and 2019, respectively. The reduction in cash generated by operating activities in 2021 compared to the prior year was primarily due to a $13.2 million increase in income tax payments associated with tax planning initiatives, as well as differences in the timing of certain payments, with the prior year benefiting from the deferral of $7.3 million of payroll tax payments under the Coronavirus Aid, Relief, and Economic Security Act, of which, $3.7 million was remitted in the current year. The year-over-year change also reflects increases in working capital, primarily due to the strategic stocking of critical inventory components, such as chassis, to support demand levels and partially mitigate current supply chain constraints.

Net cash used for investing activities totaled $168.7 million, $34.4 million and $84.4 million in 2021, 2020 and 2019, respectively. In each of the years presented, cash was used to fund the purchase of properties and equipment, with $37.4 million, $29.7 million and $35.4 million of capital expenditures in 2021, 2020 and 2019, respectively. Capital expenditures in 2021 included the acquisition of the Company’s Elgin, Illinois manufacturing facility for $19.8 million, whereas capital expenditures in 2020 and 2019 included the expansion of a number of the Company’s other production facilities. In addition, as discussed further in Note 2 – Acquisitions to the accompanying consolidated financial statements, the Company completed three acquisitions during 2021 for aggregate initial consideration of $131.8 million, excluding cash acquired. In 2020, the Company paid $6.2 million to acquire certain assets and operations of Public Works Equipment and Supply, Inc. (“PWE”) and received $0.8 million as part of the finalization of certain post-closing adjustments in connection with the acquisition of MRL, which it acquired in 2019 for an initial $49.6 million, net of cash acquired.

Net cash of $26.4 million was provided by financing activities in 2021, compared to a net cash usage of $53.4 million and $24.6 million in 2020 and 2019, respectively. In 2021, the Company borrowed $70.5 million under its revolving credit facility, primarily to fund current-year acquisitions, and received $4.2 million from stock option exercises. The Company also funded cash dividends and share repurchases of $22.0 million and $15.4 million, respectively, and redeemed $10.7 million of stock in order to remit funds to tax authorities to satisfy employees’ tax withholdings following the vesting of stock-based compensation and the exercise of stock options. In 2020, the Company paid down $11.8 million of net borrowings, funded cash dividends and share repurchases of $19.4 million and $13.7 million, respectively, and redeemed $9.1 million of stock in order to remit funds to tax authorities to satisfy employees’ minimum tax withholdings. In 2019, the Company increased net borrowings by $7.4 million, primarily to fund the acquisition of MRL. In addition, the Company funded payments of $10.3 million relating to acquisitions completed in 2016, paid cash dividends of $19.3 million, incurred $1.0 million of debt refinancing costs, repurchased $1.0 million of treasury stock, and redeemed $2.1 million of stock to satisfy employees’ tax withholdings.

On July 30, 2019, the Company entered into the 2019 Credit Agreement, by and among the Company (the “U.S. Borrower”) and certain of its foreign subsidiaries (collectively, the “Borrowers”), Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, JPMorgan Chase Bank, N.A. as syndication agent, and the other lenders and parties signatory thereto.

The 2019 Credit Agreement is a $500 million revolving credit facility, maturing on July 30, 2024, that provides for borrowings in the form of loans or letters of credit up to the aggregate availability under the facility, with a sub-limit of $75 million for letters of credit. The 2019 Credit Agreement allows for the Borrowers to borrow in denominations of U.S. Dollars, Canadian Dollars, Euros or British Pounds (with borrowings in non-U.S. currencies subject to a sublimit of $200 million). In addition, the Company may cause the commitments to increase by up to an additional $250 million, subject to the approval of the applicable

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lenders providing such additional financing. Borrowings under the 2019 Credit Agreement may be used for working capital and general corporate purposes, including acquisitions.

The Company’s material domestic subsidiaries provide guarantees for all obligations of the Borrowers under the 2019 Credit Agreement, which is secured by a first priority security interest in (i) all existing or hereafter acquired domestic property and assets of the U.S. Borrower and material domestic subsidiaries, (ii) the stock or other equity interests in each of the material domestic subsidiaries and (iii) 65% of outstanding voting capital stock of certain first-tier foreign subsidiaries, subject to certain exclusions.

Borrowings under the 2019 Credit Agreement bear interest, at the Company’s option, at a base rate or a Eurocurrency or SONIA daily rate (as each is defined in the 2019 Credit Agreement), plus, in each case, an applicable margin. The applicable margin ranges from zero to 0.75% for base rate borrowings and 1.00% to 1.75% for Eurocurrency or SONIA daily rate borrowings. The Company must also pay a commitment fee to the lenders ranging between 0.10% to 0.25% per annum on the unused portion of the $500 million revolving credit facility along with other standard fees. Letter of credit fees are payable on outstanding letters of credit in an amount equal to the applicable Eurocurrency or SONIA daily rate margin plus other customary fees.

The Company is subject to certain net leverage ratio and interest coverage ratio financial covenants under the 2019 Credit Agreement that are to be measured at each fiscal quarter-end. The Company was in compliance with all such covenants as of December 31, 2021. The 2019 Credit Agreement also includes a series of “covenant holiday” periods, which allow for the temporary increase of the minimum net leverage ratio following the completion of a permitted acquisition, or a series of acquisitions, when the aggregate consideration over a period of twelve months exceeds $75 million. In addition, the 2019 Credit Agreement includes customary negative covenants, subject to certain exceptions, restricting or limiting the Company’s and its subsidiaries’ ability to, among other things: (i) make non-ordinary course dispositions of assets; (ii) make certain fundamental business changes, such as mergers, consolidations or any similar combination; (iii) make restricted payments, including dividends and stock repurchases; (iv) incur indebtedness; (v) make certain loans and investments; (vi) create liens; (vii) transact with affiliates; (viii) enter into sale/leaseback transactions; (ix) make negative pledges; and (x) modify subordinated debt documents.

Under the 2019 Credit Agreement, restricted payments, including dividends and stock repurchases, shall be permitted if (i) the Company’s leverage ratio is less than or equal to 3.25; (ii) the Company is in compliance with all other financial covenants; and (iii) there are no existing defaults under the 2019 Credit Agreement. If its leverage ratio is more than 3.25, the Company is still permitted to fund (i) up to $35 million of dividend payments and stock repurchases in any fiscal year; and (ii) an incremental $50 million of other cash payments in the aggregate during the term of the 2019 Credit Agreement.

The 2019 Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the Borrowers may be required immediately to repay all amounts outstanding under the 2019 Credit Agreement and the commitments from the lenders may be terminated.

As of December 31, 2021, there was $280.7 million of cash drawn and $10.1 million of undrawn letters of credit under the 2019 Credit Agreement, with $209.2 million of net availability for borrowings.

The following table summarizes the gross borrowings and gross payments under the Company’s revolving credit facilities:

	For the Years Ended December 31,
(in millions)	2021		2020		2019
Gross borrowings	$	214.0	$	82.6	$	84.0
Gross payments	143.5		94.4		76.6

Aggregate maturities of total borrowings due amount to approximately $0.6 million in 2022, $0.5 million in 2023, $281.2 million in 2024, and $0.5 million in 2025. The weighted average interest rate on long-term borrowings was 1.5% at December 31, 2021.

The Company paid interest of $3.9 million in 2021, $5.4 million in 2020 and $7.8 million in 2019.

The Company paid income taxes of $35.5 million in 2021, $22.3 million in 2020 and $25.7 million in 2019.

Cash dividends of $22.0 million, $19.4 million and $19.3 million were declared and paid to stockholders in 2021, 2020 and 2019, respectively.

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On February 16, 2022, the Company completed the acquisition of its University Park, Illinois manufacturing facility for approximately $28 million. Excluding this acquisition, the Company anticipates that capital expenditures for 2022 will be in the range of $25 million to $30 million. The Company believes that its financial resources and major sources of liquidity, including cash flow from operations and borrowing capacity, will be adequate to meet its operating needs, capital needs and financial commitments.

Contractual Obligations and Off-Balance Sheet Arrangements

The following table summarizes the Company’s contractual obligations and payments due by period as of December 31, 2021:

	Payments Due by Period
(in millions)	Total		Less than<br>1 Year		2-3 Years		4-5 Years		More than<br>5 Years
Long-term debt	$	280.7	$	—	$	280.7	$	—	$	—
Interest payments on long-term debt (a)	12.3		4.1		8.2		—		—
Operating lease obligations (b)	32.9		9.7		12.1		5.8		5.3
Finance lease obligations	2.1		0.6		1.0		0.5		—
Purchase obligations (c)	230.7		219.6		10.8		0.3		—
Pension contributions (d)	1.0		1.0		—		—		—
Contingent earn-out payments (e)	2.7		0.7		2.0		—		—
Total contractual obligations (f)	$	562.4	$	235.7	$	314.8	$	6.6	$	5.3

(a) Amounts represent estimated contractual interest payments on outstanding long-term debt.

(b) Amounts include contractual obligations associated with lease arrangements with an initial term of twelve months or less, which are not recorded on the Consolidated Balance Sheets. For further discussion, see Note 4 – Leases to the accompanying consolidated financial statements.

(d) The Company expects to contribute up to $1.0 million to the non-U.S. benefit plan in 2022, which represents the minimum required contribution. The Company does not currently expect to make any contributions to the U.S. benefit plan in 2022. Future contributions to the plans will be based on such factors as (i) annual service cost, (ii) the financial return on plan assets, (iii) interest rate movements that affect discount rates applied to plan liabilities and (iv) the value of benefit payments made. Due to the high degree of uncertainty regarding the potential future cash outflows associated with these plans, the Company is unable to provide a reasonably reliable estimate of the amounts and periods in which any additional liabilities might be paid.

(e) Represents the fair value of the contingent earn-out payments associated with the acquisitions of MRL and Deist. For further discussion, see Note 2 – Acquisitions to the accompanying consolidated financial statements.

(f) As of December 31, 2021, the Company had a liability of approximately $1.2 million for unrecognized tax benefits. For further discussion, see Note 10 – Income Taxes to the accompanying consolidated financial statements. Due to the uncertainties related to these tax matters, the Company generally cannot make a reasonably reliable estimate of the period of cash settlement for this liability. As such, the potential future cash outflows are not included in the table above. We do not expect any significant change to our unrecognized tax benefits as a result of potential expiration of statute of limitations and settlements with tax authorities.

The following table summarizes the Company’s off-balance sheet arrangements and the notional amount by expiration period as of December 31, 2021:

	Notional Amount by Expiration Period
(in millions)	Total		Less than<br>1 Year		2-3 Years		4-5 Years
Financial standby letters of credit (a)	$	9.8	$	9.8	$	—	$	—
Performance standby letters of credit (a)	0.3		0.3		—		—
Performance and bid bonds (b)	18.5		18.1		0.4		—
Repurchase obligations (c)	2.7		0.6		1.3		0.8
Total off-balance sheet arrangements	$	31.3	$	28.8	$	1.7	$	0.8

(a) Financial standby letters of credit largely relate to casualty insurance policies for the Company’s workers’ compensation, automobile, general liability and product liability policies. Performance standby letters of credit primarily represent guarantees of performance of certain subsidiaries that engage in transactions with foreign customers.

(b) Performance and bid bonds primarily relate to guarantees of performance of certain subsidiaries that engage in transactions with domestic and foreign customers.

(c) Relates to certain transactions that the Company has entered into involving the sale of equipment to certain of its customers which included (i) guarantees to repurchase the equipment for a fixed price at a future date and (ii) guarantees to repurchase the equipment from the third-party lender in the event of default by the customer. For further discussion, see Note 12 – Commitments and Contingencies to the accompanying consolidated financial statements.

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Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the consolidated financial statements and (iii) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company considers the following policies to be the most critical in understanding the judgments that are involved in the preparation of the Company’s consolidated financial statements and the uncertainties that could impact the Company’s financial condition, results of operations or cash flow.

Goodwill

Goodwill represents the excess of the cost of an acquired business over the amounts assigned to its net assets. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis or more frequently if indicators of impairment exist. The Company performed its annual goodwill impairment test as of October 31, 2021.

In testing the goodwill of its reporting units for potential impairment, the Company applies either a qualitative or quantitative test, in accordance with ASC 350, Intangibles – Goodwill and Other.

A qualitative approach may be applied when the Company concludes that it is not “more likely than not” that the fair value of a reporting unit is less than its carrying value. In conducting a qualitative assessment, the Company analyzes a variety of events or factors that may influence the fair value of the reporting unit, including, but not limited to: the results of prior quantitative assessments performed; changes in the carrying amount; actual and projected financial performance; relevant market data for both the Company and its guideline comparable companies; industry outlook; and macroeconomic conditions. Significant judgment is used to evaluate the totality of these events and factors to make the determination of whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. In this situation, the Company would not be required to perform the quantitative impairment test described below.

A quantitative approach is performed by comparing the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and no impairment charge is required. If the carrying amount of a reporting unit exceeds its fair value, this difference is recorded as an impairment charge not to exceed the carrying amount of goodwill. The Company generally determines the fair value of its reporting units using both the income and market approaches.

Under the income approach, the key assumptions include projected sales, cost of sales, operating expenses and earnings before interest, income taxes, depreciation and amortization (“EBITDA”). These assumptions are determined by management utilizing our internal operating plan, including growth rates for revenues and operating expenses and margin assumptions. An additional key assumption under this approach is the discount rate, which is determined by reviewing current risk-free rates of capital and current market interest rates and by evaluating the risk premium relevant to the reporting unit. If the Company’s assumptions relative to growth rates were to change, the fair value calculation may change, which could result in impairment.

Under the market approach, the Company estimates fair value using marketplace fair value data from within a comparable industry grouping of publicly traded companies and from pricing multiples implied from sales of companies similar to the Company’s reporting units. The Company’s selection of comparable guideline companies is a key assumption underlying the market approach. Similar to the income approach discussed above, sales, cost of sales, operating expenses, EBITDA and their respective growth rates are also key assumptions utilized. The market prices of the Company’s common stock and other guideline companies are additional key inputs. If these market prices increase, the estimated market value would increase. Conversely, if market prices decrease, the estimated market value would decrease.

The results of these two methods are weighted based upon management’s evaluation of the relevance of the two approaches.

Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from estimated financial results due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of any goodwill impairment charge, or both. The Company also compares the sum of the estimated fair values of its reporting units to the overall fair value of the Company implied by its market capitalization. This comparison provides an indication that, in total, assumptions and estimates are reasonable. Future declines in the overall market value of the Company may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value.

In 2021, the Company performed a combination of qualitative and quantitative impairment tests to assess the goodwill of its reporting units for potential impairment. For one reporting unit, a quantitative impairment test was performed, using a combination of the income and market approaches to determine the fair value of the reporting unit. The valuation was prepared

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by a third-party valuation specialist. One measure of the sensitivity of assumptions used in the impairment analysis is the amount by which each reporting unit “passed” (fair value exceeds the carrying value). The fair value of the reporting unit exceeded its carrying value by more than 20%, and, therefore, no impairment was recognized. For its other reporting units, the Company applied the qualitative approach to assess the goodwill of its reporting units for potential impairment and concluded that it was not “more likely than not” that the fair value of the Company’s reporting units were less than their carrying values. Accordingly, further quantitative testing was not required to be performed.

The Company had no goodwill impairments in 2021, 2020 or 2019. For all reporting units, a 10% decrease in the estimated fair value would have had no effect on the carrying value of goodwill at the annual measurement date in 2021. However, adverse changes to the Company’s business environment and future cash flow could cause us to record impairment charges in future periods, which could be material. See Note 8 – Goodwill and Other Intangible Assets to the accompanying consolidated financial statements for a summary of the Company’s goodwill by segment.

Indefinite-lived Intangible Assets

An intangible asset determined to have an indefinite useful life is not amortized. Indefinite-lived intangible assets are tested for impairment on an annual basis at year-end, or more frequently if an event occurs or circumstances change that indicate the fair value of an indefinite-lived intangible asset could be below its carrying amount. The Company’s indefinite-lived intangible assets include trade names associated with acquisitions.

In testing the indefinite-lived intangibles assets for potential impairment, the Company applies either a qualitative test, or a quantitative test, in accordance with ASC 350, Intangibles — Goodwill and Other. A qualitative approach may be applied when the Company concludes that it is not “more likely than not” that the fair value of the indefinite-lived intangible assets are less than their carrying value. A quantitative impairment test consists of comparing the fair value of the indefinite-lived intangible asset with its carrying amount. An impairment loss would be recognized for the carrying amount in excess of its fair value.

Significant judgment is applied when evaluating whether an intangible asset has an indefinite useful life and in testing for impairment. The Company primarily uses the relief from royalty model to estimate the fair value of the indefinite-lived intangible assets. The relief from royalty model requires management to make a number of business and valuation assumptions including future revenue growth and royalty rates.

In 2021, the Company performed a combination of qualitative and quantitative impairment tests over its indefinite-lived intangible assets. The fair value of the indefinite-lived intangible asset that was quantitatively tested for impairment exceeded its carrying value by approximately 50%, and, therefore, no impairment was recognized. This valuation was prepared by a third-party valuation specialist. Further, the Company concluded that it was not “more likely than not” that the fair value of indefinite-lived intangible assets that were qualitatively tested for impairment were less than the carrying amounts. Accordingly, further quantitative testing was not required to be performed.

The Company had no indefinite-lived intangible asset impairments in 2021, 2020 or 2019. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from estimated financial results due to the inherent uncertainty involved in making such estimates. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of the assets and potentially result in different impacts to the Company’s results of operations. Actual results may differ from the Company’s estimates.

See Note 8 – Goodwill and Other Intangible Assets to the accompanying consolidated financial statements for a summary of the Company’s indefinite-lived intangible assets.

Revenue Recognition

Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied; generally this occurs at a point in time, with the transfer of control of the Company’s products or services to customers. For most of the Company’s product sales, these criteria are met at the time the product is shipped; however, occasionally control passes later or earlier than shipment due to customer contract or letter of credit terms. In circumstances where credit is extended, payment terms generally range from 30 to 120 days and customer deposits may be required.

Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for transferring products or providing services. Expected returns and allowances are estimated and recognized based primarily on an analysis of historical experience, with Net sales presented net of such returns and allowances.

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functionality. The Company identifies all performance obligations that are to be delivered separately under the sales arrangement and allocates revenue to each performance obligation based on its relative standalone selling price. The Company uses an observable price to determine the standalone selling price or a cost plus margin approach when one is not available. In general, performance obligations include hardware, integration and installation services. The allocated revenue for each performance obligation is recognized as such performance obligations are satisfied.

Net sales include sales of products and billed freight related to product sales. Freight has not historically comprised a material component of Net sales. The Company has elected to account for such shipping and handling activities as a fulfillment cost and not as a separate performance obligation. Taxes collected from customers and remitted to governmental authorities are recorded on a net basis and are excluded from Net sales.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

The Company is subject to market risk associated with changes in interest rates and foreign exchange rates. To mitigate this risk, the Company may utilize derivative financial instruments, including interest rate swaps and foreign currency forward contracts. The Company does not hold or issue derivative financial instruments for trading or speculative purposes and is not party to leveraged derivatives contracts.

Interest Rate Risk

The Company has certain debt instruments which subject it to market risk associated with movements in interest rates. The fair value of the Company’s total debt obligations held at December 31, 2021 was $282.8 million. From time to time, the Company may enter into interest rate swaps as a means of fixing the floating interest rate component on its variable-rate debt. At December 31, 2021, the Company had one interest rate swap outstanding. That swap had a notional amount of $75.0 million, and fixed the floating interest rate component on $75.0 million of the Company’s variable-rate debt. See Note 9 – Debt to the accompanying consolidated financial statements for a description of the Company’s debt agreements and interest rate swaps that were in place during 2021. A hypothetical 1% increase or decrease in variable interest rates on the Company’s total debt obligations as of December 31, 2021 would increase or decrease annual interest expense by approximately $2.1 million.

Foreign Exchange Rate Risk

Although the majority of the Company’s sales, expenses and cash flow are transacted in U.S. dollars, the Company has exposure to changes in foreign exchange rates, primarily the Canadian Dollar, Euro and British pound. The impact of currency movements on the Company’s financial results is largely mitigated by natural hedges in its operations. The Canadian operations of JJE primarily conduct business in Canadian dollars. Almost all other sales of product from the U.S. to other parts of the world are denominated in U.S. dollars. Sales from and within other currency zones are predominantly transacted in the currency of the country sourcing the product or service. Approximately 76% of the Company’s net sales are conducted within the U.S. and are transacted in U.S. dollars. The Company estimates that a 10% appreciation of the U.S. dollar against other currencies would reduce full-year net sales by approximately 2% and operating income by approximately 2%.

The Company may also have foreign currency exposures related to buying and selling in currencies other than the local currency in which it operates and to certain balance sheet positions. If such transactional or balance sheet exposures are material, the Company may enter into matching foreign currency forward contracts from time to time to protect against variability in exchange rates.

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Item 8. Financial Statements and Supplementary Data.

FEDERAL SIGNAL CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID No.34)	31
Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019	34
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019	35
Consolidated Balance Sheets as of December 31, 2021 and 2020	36
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019	37
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019	38
Notes to Consolidated Financial Statements	39
Note 1 – Summary of Significant Accounting Policies	39
Note 2 – Acquisitions	43
Note 3 – Revenue Recognition	50
Note 4 – Leases	51
Note 5 – Inventories	53
Note 6 – Properties and Equipment, Net	53
Note 7 – Rental Equipment, Net	53
Note 8 – Goodwill and Other Intangible Assets	54
Note 9 – Debt	54
Note 10 – Income Taxes	56
Note 11 – Pension and Other Post-Employment Plans	59
Note 12 – Commitments and Contingencies	64
Note 13 – Legal Proceedings	65
Note 14 – Earnings Per Share	69
Note 15 – Stock-based Compensation	70
Note 16 – Stockholders’ Equity	73
Note 17 – Segment Information	75
Note 18 – Fair Value Measurements	77
Note 19 – New Accounting Pronouncements (Issued but Not Yet Adopted)	78
Note 20 – Subsequent Events	78

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Federal Signal Corporation

Oak Brook, Illinois

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Federal Signal Corporation and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes and the schedule listed in the Index at Part IV, Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill - Refer to Notes 1 and 8 to the financial statements

Critical Audit Matter Description

In testing the goodwill of its reporting units for potential impairment, the Company applies either a qualitative or quantitative test, in accordance with ASC 350, Intangibles – Goodwill and Other. A qualitative approach may be applied when the Company concludes that it is not “more likely than not” that the fair value of a reporting unit is less than its carrying value.

A quantitative approach is performed by comparing the fair value of a reporting unit with its carrying amount (“quantitative assessment”).

For reporting units tested for impairment using the quantitative assessment, the Company determines the fair value of each reporting unit using both the income approach and the market approach. The income approach requires management to make a number of business and valuation assumptions for each reporting unit including annual assumptions of projected sales, cost of sales, operating expenses, earnings before interest, income taxes, depreciation, and amortization (“EBITDA”), and discount rates. The market approach requires management to estimate fair value using marketplace fair value data derived from a comparable industry grouping of publicly traded companies and from pricing multiples implied from sales of companies similar to the Company’s reporting units (“market multiples”). The Company’s goodwill balance was $432.2 million as of December 31, 2021. No impairment was recognized in 2021.

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We identified the valuation of goodwill for one of the Company’s reporting units as a critical audit matter due to the reporting unit’s historical performance as compared to projections and because the determination of reporting unit fair value was based on significant assumptions that are sensitive to changes and are affected by expected future market and economic conditions. Auditing management’s judgments used in the quantitative assessment regarding significant assumptions related to projected sales, cost of sales, operating expenses, and EBITDA (“forecasts”) as well as the selection of market multiples applied to management’s projected sales and EBITDA estimates for this reporting unit required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s forecasts and the selection of market multiples for this reporting unit included the following, among others:

•We tested the design and operating effectiveness of controls over the annual goodwill impairment assessment, including those over the forecasts and the market multiples.

•We evaluated management’s ability to accurately forecast projected sales, cost of sales, operating expenses, and EBITDA by comparing actual results to management’s historical forecasts.

•We evaluated the reasonableness of management’s forecasts by comparing the forecasts to:

◦Internal communications to management and the Board of Directors.

◦Comparing the forecasts to historical results, third-party economic research, industry performance, and peer company performance.

◦Actual results from the October 31, 2021, annual measurement date to December 31, 2021.

•We performed sensitivity analyses to evaluate the risk of impairment if key assumptions are changed.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) market multiples by performing certain procedures, that included:

◦Evaluating whether the fair value models being used are appropriate considering the Company’s circumstances and valuation premise identified.

◦Evaluating the market multiples by considering (1) the selected comparable industry grouping of publicly traded companies, (2) the selected sales of companies similar to the Company’s reporting units, and (3) the adjustments made for differences in growth prospects and risk profiles between the reporting unit and the comparable industry grouping of publicly traded companies.

◦Testing the underlying source information and mathematical accuracy of the calculations.

/s/ Deloitte & Touche LLP

Chicago, Illinois

March 1, 2022

We have served as the Company’s auditor since 2013.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Federal Signal Corporation

Oak Brook, Illinois

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Federal Signal Corporation and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated March 1, 2022, expressed an unqualified opinion on those financial statements.

As described in Management's Annual Report on Internal Control over Financial Reporting, management excluded from its assessment, the internal control over financial reporting at OSW Equipment & Repair, LLC (“OSW”), Ground Force Manufacturing LLC (“Ground Force”), and Deist Industries, Inc. (“Deist”), which were acquired on February 17, 2021, October 4, 2021, and December 30, 2021, respectively, and whose financial statements constitute approximately 4% of total assets and 4% of net sales of the consolidated financial statement amounts (excluding lease-related assets, goodwill and intangible assets, which were integrated into the Company’s control environment) as of and for the year ended December 31, 2021. Accordingly, our audit did not include the internal control over financial reporting at OSW, Ground Force, and Deist.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Chicago, Illinois

March 1, 2022

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended December 31,
(in millions, except per share data)	2021		2020		2019
Net sales	$	1,213.2	$	1,130.8	$	1,221.3
Cost of sales	924.5		837.2		898.5
Gross profit	288.7		293.6		322.8
Selling, engineering, general and administrative expenses	149.2		149.2		164.4
Amortization expense	10.9		9.6		8.8
Acquisition and integration-related (benefits) expenses	(2.1)		2.1		2.5
Restructuring	—		1.3		—
Operating income	130.7		131.4		147.1
Interest expense	4.5		5.7		7.9
Pension settlement charges	10.3		—		—
Other (income) expense, net	(1.7)		1.1		0.6
Income before income taxes	117.6		124.6		138.6
Income tax expense	17.0		28.5		30.2
Income from continuing operations	100.6		96.1		108.4
Gain from discontinued operations and disposal, net of tax	—		0.1		0.1
Net income	$	100.6	$	96.2	$	108.5
Basic earnings per share:
Earnings from continuing operations	$	1.65	$	1.59	$	1.80
Earnings from discontinued operations and disposal, net of tax	—		0.00		0.00
Net earnings per share	$	1.65	$	1.59	$	1.80
Diluted earnings per share:
Earnings from continuing operations	$	1.63	$	1.56	$	1.76
Earnings from discontinued operations and disposal, net of tax	—		0.00		0.00
Net earnings per share	$	1.63	$	1.56	$	1.76
Weighted average shares outstanding:
Basic	60.8		60.3		60.2
Diluted	61.9		61.7		61.6

See notes to consolidated financial statements.

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	For the Years Ended December 31,
(in millions)	2021		2020		2019
Net income	$	100.6	$	96.2	$	108.5
Other comprehensive income (loss):
Change in foreign currency translation adjustment	(4.7)		8.4		1.8
Change in unrecognized net actuarial loss and prior service cost related to pension benefit plans, net of income tax expense (benefit) of $6.1, $(2.2) and $1.9, respectively	20.5		(8.0)		7.1
Change in unrealized gain or loss on interest rate swaps, net of income tax expense (benefit) of $0.6, $(1.0) and $(0.3), respectively	1.7		(3.0)		(0.7)
Total other comprehensive income (loss)	17.5		(2.6)		8.2
Comprehensive income	$	118.1	$	93.6	$	116.7

See notes to consolidated financial statements.

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	As of December 31,
(in millions, except per share data)	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	40.5	$	81.7
Accounts receivable, net of allowances for doubtful accounts of $2.1 and $2.9, respectively	136.0		127.0
Inventories	229.1		185.0
Prepaid expenses and other current assets	25.4		11.8
Total current assets	431.0		405.5
Properties and equipment, net	141.9		106.9
Rental equipment, net	108.4		113.3
Operating lease right-of-use assets	29.8		21.9
Goodwill	432.2		394.2
Intangible assets, net	205.7		153.5
Deferred tax assets	8.4		9.5
Deferred charges and other long-term assets	8.7		3.8
Long-term assets of discontinued operations	—		0.2
Total assets	$	1,366.1	$	1,208.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term borrowings and finance lease obligations	$	0.6	$	0.2
Accounts payable	64.8		51.6
Customer deposits	21.9		13.3
Accrued liabilities:
Compensation and withholding taxes	29.9		30.3
Current operating lease liabilities	8.8		8.2
Other current liabilities	44.4		44.7
Current liabilities of discontinued operations	—		0.1
Total current liabilities	170.4		148.4
Long-term borrowings and finance lease obligations	282.2		209.8
Long-term operating lease liabilities	22.1		15.5
Long-term pension and other post-retirement benefit liabilities	40.4		54.0
Deferred tax liabilities	53.2		53.7
Other long-term liabilities	13.8		24.5
Long-term liabilities of discontinued operations	—		0.8
Total liabilities	582.1		506.7
Stockholders’ equity:
Common stock, $1 par value per share, 90.0 shares authorized, 68.9 and 67.8 shares issued, respectively	68.9		67.8
Capital in excess of par value	256.7		240.8
Retained earnings	683.6		605.0
Treasury stock, at cost, 8.0 and 7.3 shares, respectively	(151.0)		(119.8)
Accumulated other comprehensive loss	(74.2)		(91.7)
Total stockholders’ equity	784.0		702.1
Total liabilities and stockholders’ equity	$	1,366.1	$	1,208.8

See notes to consolidated financial statements.

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
(in millions)	2021		2020		2019
Operating activities:
Net income	$	100.6	$	96.2	$	108.5
Adjustments to reconcile net income to net cash provided by operating activities:
Net gain on discontinued operations and disposal	—		(0.1)		(0.1)
Depreciation and amortization	50.4		44.8		41.5
Deferred financing costs	0.3		0.3		0.3
Stock-based compensation expense	7.6		8.4		8.8
Pension settlement charges	10.3		—		—
Pension-related expense, net of funding	(3.8)		(6.6)		(0.1)
Changes in fair value of contingent consideration	(3.5)		(0.1)		1.0
Payments for acquisition-related activity	—		—		(3.1)
Deferred income taxes, including change in valuation allowance	(6.5)		5.8		3.3
Changes in operating assets and liabilities:
Accounts receivable	2.5		8.6		(4.7)
Inventories	(24.2)		2.5		(10.4)
Prepaid expenses and other current assets	(2.6)		(0.6)		(2.2)
Rental equipment	(15.9)		(16.9)		(35.5)
Accounts payable	6.4		(13.9)		(6.6)
Customer deposits	3.9		1.7		(5.1)
Accrued liabilities	(5.5)		(1.2)		2.8
Income taxes	(11.6)		1.3		1.3
Other	(6.6)		6.1		3.7
Net cash provided by continuing operating activities	101.8		136.3		103.4
Net cash used for discontinued operating activities	—		(0.1)		(0.3)
Net cash provided by operating activities	101.8		136.2		103.1
Investing activities:
Purchases of properties and equipment	(37.4)		(29.7)		(35.4)
Payments for acquisition-related activity	(131.8)		(5.4)		(49.6)
Other, net	0.5		0.7		0.6
Net cash used for investing activities	(168.7)		(34.4)		(84.4)
Financing activities:
Increase (decrease) in revolving lines of credit, net	70.5		(11.8)		7.4
Payments of debt financing fees	—		—		(1.0)
Purchases of treasury stock	(15.4)		(13.7)		(1.0)
Redemptions of common stock to satisfy withholding taxes related to stock-based compensation	(10.7)		(9.1)		(2.1)
Payments for acquisition-related activity	—		—		(10.3)
Cash dividends paid to stockholders	(22.0)		(19.4)		(19.3)
Proceeds from stock compensation activity	4.2		0.6		1.7
Other, net	(0.2)		—		—
Net cash provided by (used for) financing activities	26.4		(53.4)		(24.6)
Effects of foreign exchange rate changes on cash and cash equivalents	(0.7)		1.7		0.1
(Decrease) increase in cash and cash equivalents	(41.2)		50.1		(5.8)
Cash and cash equivalents at beginning of year	81.7		31.6		37.4
Cash and cash equivalents at end of year	$	40.5	$	81.7	$	31.6

See notes to consolidated financial statements.

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions, except per share data)		Capital in<br>Excess of<br>Par Value		Retained<br>Earnings		Treasury<br>Stock		Accumulated<br>Other<br>Comprehensive<br>Loss		Total
Balance at January 1, 2019	66.4	$	217.0	$	432.5	$	(88.5)	$	(97.3)	$	530.1
Net income				108.5						108.5
Total other comprehensive income								8.2		8.2
Cash dividends declared (0.32 per share)				(19.3)						(19.3)
Impact of adoption of ASU 2016-02				6.5						6.5
Stock-based payments:
Stock-based compensation		8.1								8.1
Stock option exercises and other		3.6				(2.6)				1.4
Performance share unit transactions		(0.1)				(0.9)				(0.9)
Stock repurchase program						(1.0)				(1.0)
Balance at December 31, 2019		228.6		528.2		(93.0)		(89.1)		641.6
Net income				96.2						96.2
Total other comprehensive loss								(2.6)		(2.6)
Cash dividends declared (0.32 per share)				(19.4)						(19.4)
Stock-based payments:
Stock-based compensation		7.8								7.8
Stock option exercises and other		4.6				(10.2)				(4.9)
Performance share unit transactions		(0.2)				(2.9)				(2.9)
Stock repurchase program						(13.7)				(13.7)
Balance at December 31, 2020		240.8		605.0		(119.8)		(91.7)		702.1
Net income				100.6						100.6
Total other comprehensive income								17.5		17.5
Cash dividends declared (0.36 per share)				(22.0)						(22.0)
Stock-based payments:
Stock-based compensation		7.0								7.0
Stock option exercises and other		9.1				(12.0)				(2.0)
Performance share unit transactions		(0.2)				(3.8)				(3.8)
Stock repurchase program						(15.4)				(15.4)
Balance at December 31, 2021	68.9	$	256.7	$	683.6	$	(151.0)	$	(74.2)	$	784.0

All values are in US Dollars.

See notes to consolidated financial statements.

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of the Business

Federal Signal Corporation was founded in 1901 and was reincorporated as a Delaware corporation in 1969. References herein to the “Company,” “we,” “our” or “us” refer collectively to Federal Signal Corporation and its subsidiaries.

Products manufactured and services rendered by the Company are divided into two reportable segments: Environmental Solutions Group and Safety and Security Systems Group. The individual operating businesses are organized as such because they share certain characteristics, including technology, marketing, distribution and product application, which create long-term synergies.

The Company’s fiscal year ends on December 31. All references to 2021, 2020 and 2019 relate to the fiscal year unless otherwise indicated.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements represent the consolidation of Federal Signal Corporation and its subsidiaries and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”).

Intercompany balances and transactions have been eliminated in consolidation. During the current year, the Company is separately presenting Amortization expense on the Consolidated Statements of Operations. Accordingly, prior-year amounts have been reclassified from Selling, engineering, general and administrative (“SEG&A”) expenses to conform to current-year presentation.

New Accounting Standards Adopted in 2021

In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied on a retrospective, modified retrospective or prospective basis, depending on the area covered by the update. The Company adopted this guidance on a prospective basis effective January 1, 2021. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

Non-U.S. Operations

Assets and liabilities of non-U.S. subsidiaries, other than those whose functional currency is the U.S. dollar, are translated at current exchange rates with the related translation adjustments reported in stockholders’ equity as a component of Accumulated other comprehensive loss. Accounts within the Consolidated Statements of Operations are translated at the average exchange rate during the period. Non-monetary assets and liabilities are translated at historical exchange rates.

The Company incurs foreign currency transaction gains or losses, related to transactions that are denominated in a currency other than the functional currency, which are recognized in the Consolidated Statements of Operations as a component of Other (income) expense, net. For the years ended December 31, 2021, 2020 and 2019, the Company realized foreign currency transaction gains of $0.3 million, $0.4 million and $0.1 million, respectively.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and (iii) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. The carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity and highly liquid nature of these instruments.

Accounts Receivable

The Company carries accounts receivable at the face amount less an allowance for doubtful accounts for estimated losses as a result of a customer’s inability to make required payments. Management evaluates the aging of the accounts receivable balances, the financial condition of its customers, historical trends and the time outstanding of specific balances to estimate the amount of accounts receivables that may not be collected in the future and records the appropriate provision.

Inventories

The Company’s inventories are valued at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Included in the cost of inventories are raw materials, direct wages and associated production costs.

Properties and Equipment

Properties and equipment are stated at cost, net of accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. Useful lives generally range from eight to 40 years for buildings and three to 15 years for machinery and equipment. Leasehold improvements are depreciated over the shorter of the remaining life of the lease or the useful life of the improvement. Depreciation expense is primarily included as a component of Cost of sales on the Consolidated Statements of Operations, with depreciation expense associated with certain assets used for administrative purposes being presented within SEG&A expenses. Depreciation expense, which includes depreciation on rental equipment, was $39.5 million, $35.2 million and $32.7 million in the years ended December 31, 2021, 2020 and 2019, respectively.

Properties and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Rental Equipment

The Company enters into lease agreements with customers related to the rental of certain equipment. All of these leasing agreements are classified as operating leases and are for periods generally not to exceed five years. In accounting for these leases, the cost of the equipment purchased or manufactured by the Company is recorded as an asset and is depreciated over its estimated useful life. Rental income is recognized ratably over the term of the underlying leases.

Rental equipment is depreciated to an estimated residual value on a straight-line basis over the estimated useful lives of the assets and is reviewed for potential impairment whenever an event occurs or circumstances change that indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares non-discounted cash flows expected to be generated by that asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on a non-discounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Rental equipment includes certain equipment that is manufactured by the Company and subsequently transferred to the rental fleet, as well as equipment purchased from third-party manufacturers, for the purpose of renting to end-customers. The related cash flow activity associated with these transactions is reflected within operating activities on the Consolidated Statements of Cash Flows.

Goodwill

In testing the goodwill of its reporting units for potential impairment, the Company applies either a qualitative or quantitative test, in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other.

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A qualitative approach may be applied when the Company concludes that it is not “more likely than not” that the fair value of a reporting unit is less than its carrying value. In this situation, the Company would not be required to perform the quantitative impairment test described below.

Under the income approach, the key assumptions include projected sales, cost of sales, operating expenses and the discount rate. Under the market approach, the Company estimates fair value using marketplace fair value data from within a comparable industry grouping. The results of these two methods are weighted based upon management’s evaluation of the relevance of the two approaches.

In 2021 and 2020, the Company performed a combination of qualitative and quantitative impairment tests to assess the goodwill of its reporting units for potential impairment. For one reporting unit, a quantitative impairment test was performed, using a combination of the income and market approaches to determine the fair value of the reporting unit. The fair value of the reporting unit exceeded its carrying values by more than 20%, and therefore, no impairment was recognized. For its other reporting units, the Company applied the qualitative approach to assess the goodwill of its reporting units for potential impairment and concluded that it was not “more likely than not” that the fair value of the Company’s reporting units were less than their carrying values. Accordingly, further quantitative testing was not required to be performed.

In 2019, the Company applied the quantitative approach to assess the goodwill of its reporting units for potential impairment, using a combination of the income and market approaches to determine the fair value of its reporting units. The fair values of the Company’s reporting units exceeded their carrying values by more than 20% and, therefore, no impairment was recognized.

The Company had no goodwill impairments in 2021, 2020 or 2019. See Note 8 – Goodwill and Other Intangible Assets for a summary of the Company’s goodwill by segment.

Intangible Assets

Definite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives and are tested for impairment if indicators exist in a manner similar to that described above for Rental Equipment.

Indefinite-lived intangible assets are tested for impairment on an annual basis at October 31, or more frequently if an event occurs or circumstances change that indicate the fair value of an indefinite-lived intangible asset could be below its carrying amount. In testing the indefinite-lived intangibles assets for potential impairment, the Company applies either a qualitative test, or a quantitative test, in accordance with ASC 350. A qualitative approach may be applied when the Company concludes that it is not “more likely than not” that the fair value of the indefinite-lived intangible assets are less than their carrying value. A quantitative impairment test consists of comparing the fair value of the indefinite-lived intangible asset with its carrying amount. An impairment loss would be recognized for the carrying amount in excess of its fair value.

In 2021, 2020 and 2019, the Company performed a combination of qualitative and quantitative impairment tests over its indefinite-lived intangible assets. The fair value of the indefinite-lived intangible assets that were quantitatively tested for impairment significantly exceeded their carrying value, and therefore, no impairment was recognized. Further, the Company concluded that it was not “more likely than not” that the fair value of indefinite-lived intangible assets that were qualitatively tested for impairment were less than the carrying amounts. Accordingly, further quantitative testing was not required to be performed.

The Company had no indefinite-lived intangible asset impairments in 2021, 2020 or 2019. See Note 8 – Goodwill and Other Intangible Assets for a summary of the Company’s intangible assets.

Warranties

Warranties are classified as either assurance-type or service-type warranties. A warranty is considered an assurance-type warranty if it provides the customer with assurance that the product will function as intended. A warranty that goes above and beyond ensuring basic functionality is considered a service-type warranty. The Company offers certain limited warranties that are assurance-type warranties and extended service arrangements that are service-type warranties. Assurance-type warranties

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

are not accounted for as separate performance obligations under the revenue model. If a service-type warranty is sold with a product or separately, revenue is recognized over the life of the warranty.

Sales of many of the Company’s products include assurance-type warranties based on terms that are generally accepted in the Company’s marketplaces. The Company records provisions for estimated warranty costs, which are included within Cost of sales, at the time of sale based on historical experience. The Company periodically adjusts these provisions to reflect actual experience. Infrequently, a material warranty issue can arise which is beyond the scope of the Company’s historical experience. The Company records costs related to these issues as they become probable and estimable.

The Company also sells optional service-type warranty contracts that extend coverage beyond the initial term of the express warranty period. At the time of sale, revenue related to the service-type warranty contract is deferred and typically recognized as revenue on a straight-line basis over the life of the contract. As of December 31, 2021 and 2020, deferred revenue associated with service-type warranty contracts was $4.0 million and $4.2 million, respectively, and was included within Other current liabilities and Other long-term liabilities on the Consolidated Balance Sheets. Costs under service-type warranty contracts are expensed as incurred.

Workers’ Compensation and Product Liability Reserves

Due to the nature of the Company’s manufacturing and products, the Company is subject to claims for workers’ compensation and product liability in the normal course of business. The Company is self-funded for a portion of these claims. The Company establishes a reserve using a third-party actuary for any known outstanding matters, including a reserve for claims incurred but not yet reported. The amount and timing of cash payments relating to these claims are considered to be reliably determinable given the nature of the claims and historical claim volumes to support the actuarial assumptions and judgments used to derive the expected loss payment patterns. As such, the reserves recorded are discounted using a risk-free rate that matches the average duration of the claims.

The Company has not established a reserve for potential losses resulting from the firefighter hearing loss litigation, with the exception of certain estimated losses that have been recognized related to settlement discussions (see Note 13 – Legal Proceedings). If the Company is not successful in its defense after exhausting all appellate options, it would record a charge for such claims, to the extent they exceed insurance recoveries, when the related losses become probable and estimable.

Pensions

The Company sponsors domestic and foreign defined benefit pension plans. Key assumptions used in the accounting for these employee benefit plans include the discount rate, expected long-term rate of return on plan assets and estimates of future mortality of plan participants.

The weighted-average discount rate used to measure pension liabilities and costs is selected using a hypothetical portfolio of high-quality bonds that would provide the necessary cash flow to match the projected benefit payments of the plans. The discount rate represents the rate at which our benefit obligations could effectively be settled as of the year-end measurement date. The weighted-average discount rate used to measure pension liabilities increased from 2020 to 2021. See Note 11 – Pension and Other Post-Employment Plans for further discussion.

The expected long-term rate of return on plan assets is based on historical and expected returns for the asset classes in which the plans are invested. The Company references published mortality tables and scales in determining its estimate of future mortality.

Revenue Recognition

See Note 3 – Revenue Recognition for discussion regarding the Company’s revenue recognition accounting policies.

Product Shipping Costs

Product shipping costs are expensed as incurred and are included within Cost of sales.

Research and Development

The Company invests in research to support development of new products and the enhancement of existing products and services. Expenditures for research and development by the Company were $11.4 million in 2021, $12.2 million in 2020 and $13.6 million in 2019, and are included within SEG&A expenses.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

Stock-Based Compensation Plans

The Company has various stock-based compensation plans, described more fully in Note 15 – Stock-Based Compensation. Stock-based compensation expense is recorded net of estimated forfeitures in the Company’s Consolidated Statements of Operations. The Company estimates the forfeiture rate based on historical forfeitures of equity awards and adjusts the rate to reflect changes in facts and circumstances, if any. The Company revises its estimated forfeiture rate if actual forfeitures differ from its initial estimates.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax benefit carryforwards. Deferred tax assets and liabilities at the end of each period are determined using enacted tax rates expected to apply to taxable income in the period in which the deferred tax liability or asset is expected to be settled or realized. A valuation allowance is established or maintained when, based on currently available information and other factors, it is more likely than not that all or a portion of a deferred tax asset will not be realized.

The Company files a consolidated U.S. federal income tax return for Federal Signal Corporation and its eligible domestic subsidiaries. The Company’s non-U.S. subsidiaries file income tax returns in their respective local jurisdictions. The Company accounts for taxes on Global Intangible Low-Taxed Income (“GILTI”) as a period expense in the year in which it is incurred.

Accounting standards on accounting for uncertainty in income taxes address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under the guidance on accounting for uncertainty in income taxes, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company presents interest and penalties related to income tax matters as a component of Income tax expense.

Litigation Contingencies

The Company is subject to various claims, including pending and possible legal actions for product liability and other damages, and other matters arising in the ordinary course of the Company’s business. The Company believes, based on current knowledge and after consultation with counsel, that the outcome of such claims and actions in the aggregate will not have an adverse effect on the Company’s financial position or results of operations. However, in the event of unexpected future developments, it is possible that the ultimate resolution of such matters, if unfavorable, could have a material adverse effect on the Company’s results of operations. Professional legal fees are expensed when incurred. The Company accrues for contingent losses when such losses are probable and reasonably estimable. In the event that estimates or assumptions of contingent losses are different from actual results, adjustments are made in subsequent periods to reflect more current information.

NOTE 2 – ACQUISITIONS

The Company’s acquisitions are accounted for in accordance with ASC 805, Business Combinations. In accordance with this guidance, the fair value of consideration transferred is allocated to assets acquired and liabilities assumed based on their estimated fair values as of the completion of the acquisition, with the remaining amount recognized as goodwill. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The Company’s judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations.

Under ASC 805-10, acquisition-related costs (e.g., advisory, legal, valuation and other professional fees) are not included as a component of consideration transferred, but are accounted for as expenses in the periods in which the costs are incurred. Acquisition-related costs are included as a component of Acquisition and integration-related (benefits) expenses on the Consolidated Statements of Operations.

Acquisitions Completed in 2021

During the year ended December 31, 2021, the Company completed three acquisitions. The assets and liabilities of each of the acquisitions have been consolidated into the Company’s Consolidated Balance Sheet as of December 31, 2021, and the results

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of operations of each of the acquisitions have been included in the Consolidated Statement of Operations, within the Environmental Solutions Group, from their respective acquisition dates through December 31, 2021. Collectively, these acquisitions generated net sales and operating income of $44.3 million and $0.6 million, respectively, during the year ended December 31, 2021. All of the acquisitions were accounted for as business combinations in accordance with ASC 805.

Acquisition of Deist

On December 30, 2021, the Company completed the acquisition of substantially all of the assets and operations of each of Deist Industries, Inc.; Bucks Fabricating, LLC; Roll-Off Parts, LLC and Switch-N-Go, LLC (collectively, “Deist”). Deist designs, manufactures and sells interchangeable truck body systems for class 3-7 vehicles in the work truck industry and a full line of waste hauling products, including front/rear loading containers and specialty roll-off containers. The Company expects that the Deist acquisition will strengthen its specialty vehicle market position by expanding its geographic footprint and enhancing its portfolio of dump truck body and trailer product offerings.

The initial cash consideration paid by the Company to acquire Deist was approximately $36.5 million, inclusive of certain preliminary closing adjustments and a payment of $4.1 million to acquire Deist’s manufacturing facilities. In addition, there is a contingent earn-out payment of up to $7.5 million, based upon the achievement of certain financial targets over a specified performance period. Any additional closing adjustments are expected to be finalized before the end of the second quarter of 2022.

As of December 31, 2021, the Company’s purchase price allocation reflects various provisional estimates that were based on the information that was available as of the acquisition date and the filing date of this Form 10-K. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed; however, the determination of those fair values is not yet finalized. Thus, the preliminary measurements of fair value set forth in the table below are subject to change during the measurement period as valuations are finalized. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but not more than one year from the acquisition date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

(in millions)
Purchase price, inclusive of preliminary adjustment for working capital and other post-closing items (a)	$	36.5
Estimated fair value of additional consideration (b)	2.0
Total consideration	38.5
Accounts receivable	5.1
Inventories	8.9
Prepaid expenses and other current assets	0.2
Properties and equipment	8.5
Customer relationships (c)	10.0
Trade names (d)	6.1
Other intangible assets	0.3
Accounts payable	(1.8)
Accrued liabilities	(3.3)
Customer deposits	(0.6)
Net assets acquired	33.4
Goodwill (e)	$	5.1

Purchase price, inclusive of preliminary adjustment for working capital and other post-closing items (a)

(a) The initial purchase price, which is subject to certain post-closing adjustments, including working capital, was funded through existing cash and borrowings under the Company’s revolving credit facility.

(b) Represents the estimated fair value of the contingent earn-out payment as of the acquisition date, which is included as a component of Other long-term liabilities on the Consolidated Balance Sheets. See Note 18 – Fair Value Measurements for discussion of the methodology used to determine the fair value of the contingent earn-out payment.

(c) Represents the preliminary fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with a preliminary estimated useful life of approximately 12 years.

(d) Represents the preliminary fair value assigned to trade names, which are considered to be indefinite-lived intangible assets.

(e) Goodwill, which is tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment.

Acquisition of Ground Force

On October 4, 2021, the Company completed the acquisition of substantially all of the assets and operations of Ground Force Manufacturing LLC (“Ground Force”). Ground Force is a leading manufacturer of specialty material handling vehicles that support the extraction of metals. The Company expects that the Ground Force acquisition will further bolster its position as an industry leading diversified industrial manufacturer of specialized vehicles for maintenance and infrastructure markets with leading brands of premium, value-adding products, and a strong supporting aftermarket platform.

The initial cash consideration paid by the Company to acquire Ground Force was approximately $43.1 million, inclusive of certain preliminary closing adjustments. Any additional closing adjustments are expected to be finalized during the first quarter of 2022.

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The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

(in millions)
Purchase price, inclusive of preliminary adjustment for working capital and other post-closing items (a)	$	43.1
Total consideration	43.1
Accounts receivable	3.4
Inventories	3.9
Prepaid expenses and other current assets	0.3
Properties and equipment	1.3
Operating lease right-of-use assets	3.0
Customer relationships (b)	16.3
Trade names (c)	10.0
Other intangible assets	0.4
Operating lease liabilities	(3.0)
Accounts payable	(1.8)
Accrued liabilities	(0.7)
Customer deposits	(3.3)
Net assets acquired	29.8
Goodwill (d)	$	13.3

(b) Represents the preliminary fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with a preliminary estimated useful life of approximately 12 years.

(c) Represents the preliminary fair value assigned to trade names, which are considered to be indefinite-lived intangible assets.

(d) Goodwill, which is tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment.

In connection with the acquisition of Ground Force, the Company entered into a lease agreement for a facility owned by an entity affiliated with the sellers of Ground Force. The agreement includes an initial term of five years, with options to renew, and an annual rent that is considered market-based. During the year ended December 31, 2021, total rent paid under this agreement was approximately $0.2 million, and the total lease liability as of December 31, 2021 was $2.9 million.

Acquisition of OSW

On February 17, 2021, the Company completed the acquisition of all of the outstanding equity of OSW Equipment & Repair, LLC, a leading manufacturer of dump truck bodies and custom upfitter of truck equipment and trailers. The acquisition also includes OSW’s wholly-owned subsidiaries, Northend Truck Equipment, LLC and Western Truck Body Mfg. ULC (collectively “OSW”). The Company expects that the OSW acquisition will strengthen its specialty vehicle market position by expanding its geographic footprint and enhancing its portfolio of dump truck body and trailer product offerings.

The initial cash consideration paid by the Company to acquire OSW was approximately $53.2 million, inclusive of an adjustment for working capital and a preliminary adjustment for other post-closing items. The remaining post-closing adjustments are expected to be finalized during 2022.

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The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

(in millions)
Purchase price, inclusive of adjustment for working capital and preliminary adjustment for other post-closing items (a)	$	53.2
Total consideration	53.2
Cash	1.3
Accounts receivable	3.5
Inventories	8.3
Prepaid expenses and other current assets	0.7
Properties and equipment	5.8
Operating lease right-of-use assets	12.3
Customer relationships (b)	11.3
Trade names (c)	8.4
Other intangible assets	0.2
Operating lease liabilities	(12.3)
Accounts payable	(3.8)
Accrued liabilities	(1.9)
Customer deposits	(0.8)
Finance lease obligations	(1.7)
Net assets acquired	31.3
Goodwill (d)	$	21.9

(a) The purchase price was funded through existing cash and borrowings under the Company’s revolving credit facility. The purchase price includes a working capital adjustment of $0.2 million, which was received in January 2022, and remains subject to change based on the finalization of certain other post-closing adjustments, which are expected to be resolved during 2022.

(b) Represents the fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with a preliminary estimated useful life of approximately 12 years.

(d) Goodwill, the majority of which is tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment.

In connection with the acquisition of OSW, the Company entered into a lease agreement for a facility owned by an entity affiliated with the sellers of OSW. The agreement includes an initial term of 10 years, with options to renew, and an annual rent that is considered market-based. During the year ended December 31, 2021, total rent paid under this agreement to such entity, which is owned by individuals, certain of whom are now employees of the Company, was approximately $0.8 million, and the total lease liability as of December 31, 2021 was $9.3 million.

Unaudited Pro Forma Financial Information

The following table presents the unaudited pro forma combined net sales of the Company, OSW, Ground Force and Deist for the years ended December 31, 2021 and 2020, assuming the transactions occurred on January 1, 2020. Pro forma combined income from continuing operations and pro forma diluted earnings per share are not presented, as they would not be materially different from the results reported for the years ended December 31, 2021 and 2020.

	For the Years Ended December 31,
(in millions)	2021		2020
Net sales	$	1,287.7	$	1,229.1

The unaudited pro forma financial information is presented for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisitions been completed as of the beginning of the periods presented, and should not be taken as being representative of the future consolidated results of operations of the Company.

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Acquisitions Completed in 2020 and 2019

Acquisition of Public Works Equipment and Supply, Inc.

On June 12, 2020, the Company acquired certain assets and operations of Public Works Equipment and Supply, Inc. (“PWE”), a distributor of maintenance and infrastructure equipment covering North Carolina, South Carolina and parts of Tennessee. The acquisition included cash consideration of $6.2 million, which included a payment to acquire certain inventory and fixed assets at closing. As the acquisition closed on June 12, 2020, the assets and liabilities of PWE have been consolidated into the Company’s Consolidated Balance Sheet as of December 31, 2021, and the post-acquisition results of operations have been included in the Consolidated Statements of Operations, within the Environmental Solutions Group.

The assets acquired and liabilities assumed in the PWE acquisition have been measured at their fair values at the acquisition date, resulting in $2.5 million of goodwill, which is deductible for tax purposes. The Company’s purchase price allocation was finalized during the year ended December 31, 2020.

The acquisition was not, and would not have been, material to the Company’s net sales, results of operations or total assets during any period presented. Accordingly, the Company’s consolidated results from operations do not differ materially from historical performance as a result of the acquisition, and therefore, pro-forma results are not presented.

Acquisition of Mark Rite Lines Equipment Company, Inc.

On July 1, 2019, the Company completed the acquisition of substantially all of the assets and operations of Mark Rite Lines Equipment Company, Inc. (“MRL”), a U.S. manufacturer of truck-mounted and ride-on road-marking and line-removal equipment, including its wholly-owned subsidiary HighMark Traffic Services, Inc. The Company expects that MRL will provide an efficient entry into a new line of product offerings and access to new markets. As the acquisition closed on July 1, 2019, the assets and liabilities of MRL have been consolidated into the Consolidated Balance Sheet as of December 31, 2021, while the post-acquisition results of operations have been included in the Consolidated Statements of Operations, within the Environmental Solutions Group.

The initial cash consideration paid by the Company to acquire MRL was $49.8 million, inclusive of a preliminary adjustment for working capital and other post-closing items. The purchase price was subsequently reduced by a final adjustment for working capital and other post-closing items in the amount of $0.8 million, which the Company received in the first quarter of 2020. In addition, there is a contingent earn-out payment of up to $15.5 million, which is contingent upon the achievement of certain financial targets and objectives. The contingent earn-out payment, if earned, would be due to be paid following the third anniversary of the closing.

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The Company’s purchase price allocation was finalized during the year ended December 31, 2019. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:

(in millions)
Purchase price, inclusive of adjustment for working capital and other post-closing items (a)	$	49.0
Estimated fair value of additional consideration (b)	4.1
Total consideration	53.1
Cash	0.2
Accounts receivable	3.8
Inventories	13.8
Prepaid expenses and other current assets	0.3
Properties and equipment	6.4
Operating lease right-of-use assets	4.6
Other long-term assets	0.1
Customer relationships (c)	17.7
Trade names (d)	9.0
Other intangible assets	1.4
Operating lease liabilities	(4.6)
Accounts payable	(3.7)
Accrued liabilities	(1.9)
Customer deposits	(6.5)
Deferred tax liabilities	(1.4)
Net assets acquired	39.2
Goodwill (e)	$	13.9

(a) The purchase price was funded with borrowings under the Company’s revolving credit facility. The purchase price includes adjustments for working capital and other post-closing items, which were finalized in the fourth quarter of 2019, with the Company receiving $0.8 million in the first quarter of 2020.

(b) Represents the estimated fair value of the contingent earn-out payment as of the acquisition date. Changes in the estimated fair value of the contingent earn-out payment subsequent to the completion of the Company’s purchase price allocation have been included as a component of Acquisition and integration-related (benefits) expenses on the Consolidated Statements of Operations. See Note 18 – Fair Value Measurements for discussion of the methodology used to determine the fair value of the contingent earn-out payment.

(c) Represents the fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with an estimated useful life of approximately 12 years.

(d) Represents the fair value assigned to trade names, which are considered to be indefinite-lived intangible assets.

(e) Goodwill, the majority of which is tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment.

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Unaudited Pro Forma Financial Information

The following table presents the unaudited pro forma combined net sales of the Company and MRL for the years ended December 31, 2019 and 2018, assuming the transaction occurred on January 1, 2018. Pro forma combined income from continuing operations and pro forma diluted earnings per share are not presented, as they would not be materially different from the results reported for the years ended December 31, 2019 and 2018.

	For the Years Ended December 31,
(in millions)	2019		2018
Net sales	$	1,252.7	$	1,156.4

The unaudited pro forma financial information is presented for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisition been completed as of the beginning of the periods presented, and should not be taken as being representative of the future consolidated results of operations of the Company.

NOTE 3 – REVENUE RECOGNITION

The Company enters into sales arrangements that may provide for multiple performance obligations to a customer. These arrangements may include software and non-software components that function together to deliver the products’ essential functionality. The Company identifies all performance obligations that are to be delivered separately under the sales arrangement and allocates revenue to each performance obligation based on its relative standalone selling price. The Company uses an observable price to determine the standalone selling price or a cost plus margin approach when one is not available. In general, performance obligations include hardware, integration and installation services. The allocated revenue for each performance obligation is recognized as such performance obligations are satisfied.

During the years ended December 31, 2021, 2020 and 2019, the Company’s Environmental Solutions recorded net sales of $4.2 million, $1.3 million and $3.3 million respectively, relating to products sold to Ingenieria Y Servicios Orbitec SPA, an entity which is majority-owned by affiliates of the former owners of Joe Johnson Equipment, Inc. and Joe Johnson Equipment (USA), Inc. (collectively, “JJE”).

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Information relating to the disaggregation of Net sales by geographic region, based on the location of the end-customer, is included in Note 17 – Segment Information. The following table presents the Company’s Net sales disaggregated by major product line:

	For the Years Ended December 31,
(in millions)	2021		2020		2019
Environmental Solutions
Vehicles and equipment (a)	$	764.3	$	719.3	$	788.7
Parts	150.3		129.4		132.8
Rental income (b)	44.7		36.6		46.2
Other (c)	44.7		30.5		25.2
Total net sales	1,004.0		915.8		992.9
Safety and Security Systems
Public safety and security equipment	126.1		132.6		133.5
Industrial signaling equipment	53.9		50.8		59.3
Warning systems	29.2		31.6		35.6
Total net sales	209.2		215.0		228.4
Total net sales	$	1,213.2	$	1,130.8	$	1,221.3

(a) Includes net sales from the sale of new and used vehicles and equipment, including sales of rental equipment.

(b) Represents revenues from vehicle and equipment lease arrangements with customers, recognized in accordance with Topic 842.

(c) Primarily includes revenues from services such as maintenance and repair work and the sale of extended warranty contracts.

Contract Balances

The Company recognizes contract liabilities when cash payments, such as customer deposits, are received in advance of the Company’s satisfaction of the related performance obligations. Contract liabilities are recognized as Net sales when the related performance obligations are satisfied, which generally occurs within three to six months of the cash receipt. Contract liability balances are not materially impacted by any other factors. The Company’s contract liabilities were $25.3 million and $17.0 million, as of December 31, 2021 and 2020, respectively. Contract assets, such as unbilled receivables, were not material as of any of the periods presented herein.

Practical Expedients

As the Company’s standard payment terms are less than a year, the Company has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component.

The Company has also elected the practical expedient under ASC 340-40-25-4 and recognizes the incremental costs of obtaining a contract, such as sales commissions, as expense when incurred as the amortization period of the asset that otherwise would have been recognized is one year or less.

Further, as permitted by ASC 606-10-50-14, the Company does not disclose the value of its remaining performance obligations for contracts with an original expected duration of one year or less.

NOTE 4 – LEASES

The Company leases certain facilities within the U.S., Europe and Canada from which the Company manufactures vehicles and equipment, and provides sales, service and/or equipment rentals. Some of the Company’s lease agreements contain options to renew. The Company also leases vehicles and various other equipment. The Company’s lease agreements may contain lease and non-lease components, which are accounted for separately. Leases with an initial term of twelve months or less are not recorded on the Consolidated Balance Sheets.

In connection with acquisitions completed in recent years, the Company has entered into certain lease agreements for facilities owned by affiliates of the sellers. All lease agreements contain an annual rent that is considered to be market-based. Total rent paid under these arrangements was $2.5 million, $1.5 million and $0.8 million during the years ended December 31, 2021, 2020

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and 2019, respectively. The Company’s total lease liabilities under these agreements were $17.3 million and $4.7 million as of December 31, 2021 and 2020, respectively.

The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental collateralized borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Implicit rates are used when readily determinable. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the respective lease term.

The following table summarizes the Company’s total lease costs and supplemental cash flow information arising from operating lease transactions:

(in millions)	For the Years Ended December 31,
	2021		2020		2019
Total operating lease costs (a)	$	14.9	$	13.3	$	12.6
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	10.7		9.2		8.6

(a) Includes short-term leases and variable lease costs.

The following table summarizes the components of lease right-of-use assets and liabilities:

(in millions)	2021		2020		Affected Line Item in Consolidated Balance Sheets
Assets
Operating lease right-of-use assets	$	29.8	$	21.9	Operating lease right-of-use assets
Finance lease right-of-use assets	2.0		0.6		Properties and equipment, net
Total lease right-of-use assets	$	31.8	$	22.5
Liabilities
Current:
Operating leases	$	8.8	$	8.2	Current operating lease liabilities
Finance leases	0.6		0.2		Current portion of long-term borrowings and finance lease obligations
Noncurrent:
Operating leases	22.1		15.5		Long-term operating lease liabilities
Finance leases	1.5		0.4		Long-term borrowings and finance lease obligations
Total lease liabilities	$	33.0	$	24.3

The weighted-average remaining lease terms and discount rates of the Company’s operating leases were as follows:

	2021		2020
Weighted-average remaining lease term of operating leases	5.1 years		3.3 years
Weighted-average discount rate of operating leases	2.5	%	3.5	%

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Maturities of operating lease liabilities as of December 31, 2021 were as follows:

(in millions)
2022	$	9.5
2023	7.3
2024	4.8
2025	3.2
2026	2.6
Thereafter	5.3
Total lease payments	32.7
Less: Imputed interest	1.8
Present value of operating lease liabilities	$	30.9

NOTE 5 — INVENTORIES

The following table summarizes the components of inventories:

(in millions)	2021		2020
Finished goods	$	87.9	$	95.3
Raw materials	116.4		76.6
Work in process	24.8		13.1
Total inventories (a)	$	229.1	$	185.0

(a) Amounts at December 31, 2021 include inventories acquired in the acquisitions of OSW, Ground Force and Deist - see Note 2 - Acquisitions.

NOTE 6 — PROPERTIES AND EQUIPMENT, NET

The following table summarizes the components of properties and equipment, net:

(in millions)	2021		2020
Land	$	8.5	$	4.8
Buildings and improvements	82.8		63.3
Machinery and equipment	202.2		175.0
Total property and equipment, at cost	293.5		243.1
Less: Accumulated depreciation	151.6		136.2
Properties and equipment, net (a)	$	141.9	$	106.9

(a) Amounts at December 31, 2021 include properties and equipment acquired in the acquisitions of OSW, Ground Force and Deist - see Note 2 - Acquisitions.

On December 22, 2021, the Company completed the acquisition of its Elgin, Illinois manufacturing facility for $19.8 million. The Company had previously leased the facility under a lease that was due to expire at the end of June 2023.

NOTE 7 — RENTAL EQUIPMENT, NET

The following table summarizes the components of rental equipment, net:

(in millions)	2021		2020
Rental equipment	$	152.2	$	156.8
Less: Accumulated depreciation	43.8		43.5
Rental equipment, net	$	108.4	$	113.3

Rental income associated with the Company’s equipment rental activity, which is included as a component of Net sales on the Consolidated Statements of Operations, totaled $44.7 million in 2021, $36.6 million in 2020 and $46.2 million in 2019.

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NOTE 8 — GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes the carrying amount of goodwill and changes in the carrying amount of goodwill, by segment:

(in millions)	Environmental<br>Solutions		Safety & Security <br>Systems		Total
Balance at December 31, 2019	$	277.3	$	111.5	$	388.8
Acquisitions	2.5		—		2.5
Translation adjustments	0.1		2.8		2.9
Balance at December 31, 2020	279.9		114.3		394.2
Acquisitions	40.3		—		40.3
Translation adjustments	—		(2.3)		(2.3)
Balance at December 31, 2021	$	320.2	$	112.0	$	432.2

The following table summarizes the gross carrying amount and accumulated amortization of intangible assets for each major class of intangible assets:

	2021						2020
(in millions)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Definite-lived intangible assets:
Customer relationships (a)	$	146.2	$	(39.8)	$	106.4	$	108.6	$	(29.6)	$	79.0
Other (a)	5.3		(2.9)		2.4		4.4		(2.3)		2.1
Total definite-lived intangible assets	151.5		(42.7)		108.8		113.0		(31.9)		81.1
Indefinite-lived intangible assets:
Trade names	96.9		—		96.9		72.4		—		72.4
Total indefinite-lived intangible assets	96.9		—		96.9		72.4		—		72.4
Total intangible assets	$	248.4	$	(42.7)	$	205.7	$	185.4	$	(31.9)	$	153.5

(a) Average useful life of customer relationships and other definite-lived intangible assets are estimated to be approximately 12 years and seven years, respectively. The average useful life across all definite-lived intangible assets is estimated to be approximately 12 years.

The Company currently estimates that aggregate amortization expense will be approximately $12.9 million in 2022, $12.7 million in 2023, $12.7 million in 2024, $12.5 million in 2025, $12.3 million in 2026 and $45.7 million thereafter. Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency rates, measurement period adjustments for recent acquisitions, impairment of intangible assets and other events.

NOTE 9 — DEBT

The following table summarizes the components of Long-term borrowings and finance lease obligations:

(in millions)	2021		2020
2019 Credit Agreement	$	280.7	$	209.4
Finance lease obligations (a)	2.1		0.6
Total long-term borrowings and finance lease obligations, including current portion	282.8		210.0
Less: Current finance lease obligations	0.6		0.2
Total long-term borrowings and finance lease obligations	$	282.2	$	209.8

(a) Amounts at December 31, 2021 include finance lease obligations acquired in the acquisition of OSW - see Note 2 - Acquisitions.

As more fully described within Note 18 – Fair Value Measurements, the Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The fair value of long-term debt is based on interest rates that we believe are currently available to us for issuance of debt with similar terms and remaining maturities (Level 2 input).

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The following table summarizes the carrying amounts and fair values of the Company’s financial instruments:

	2021				2020
(in millions)	Notional<br>Amount		Fair<br>Value		Notional<br>Amount		Fair<br>Value
Long-term borrowings (a)	$	282.8	$	282.8	$	210.0	$	210.0

(a) Long-term borrowings include current portions of finance lease obligations of $0.6 million and $0.2 million as of December 31, 2021 and 2020, respectively.

On July 30, 2019, the Company entered into the Second Amended and Restated Credit Agreement (as amended, the “2019 Credit Agreement”), by and among the Company (the “U.S. Borrower”) and certain of its foreign subsidiaries (collectively, the “Borrowers”), Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, JPMorgan Chase Bank, N.A. as syndication agent, and the other lenders and parties signatory thereto.

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On December 23, 2021, the Company entered into the First Amendment to the 2019 Credit Agreement. The amendment was largely administrative in nature, including certain language to address the pending transition from LIBOR. There were no changes to the term or the Company’s borrowing capacity under the 2019 Credit Agreement.

As of December 31, 2021, there was $280.7 million of cash drawn and $10.1 million of undrawn letters of credit under the 2019 Credit Agreement, with $209.2 million of net availability for borrowings.

The following table summarizes the gross borrowings and gross payments under the Company’s revolving credit facilities:

	For the Years Ended December 31,
(in millions)	2021		2020		2019
Gross borrowings	$	214.0	$	82.6	$	84.0
Gross payments	143.5		94.4		76.6

Aggregate maturities of total borrowings due amount to approximately $0.6 million in 2022, $0.5 million in 2023, $281.2 million in 2024 and $0.5 million in 2025. The weighted average interest rate on long-term borrowings was 1.5% at December 31, 2021.

The Company paid interest of $3.9 million in 2021, $5.4 million in 2020 and $7.8 million in 2019.

Interest Rate Swap

On October 2, 2019, the Company entered into an interest rate swap (the “Swap”) with a notional amount of $75.0 million, as a means of fixing the floating interest rate component on $75.0 million of its variable-rate debt. The Swap is designated as a cash flow hedge, with a maturity date of July 30, 2024.

As a result of the application of hedge accounting treatment, all unrealized gains and losses related to the derivative instrument are recorded in Accumulated other comprehensive loss and are reclassified into operations in the same period in which the hedged transaction affects earnings. Hedge effectiveness is assessed quarterly. We do not use derivative instruments for trading or speculative purposes.

The fair value of the Company’s interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve (Level 2 inputs) and measured on a recurring basis in our Consolidated Balance Sheets.

At December 31, 2021 and 2020, the fair value of the Swap was a liability of $0.7 million and $3.0 million, respectively, which was included in Other long-term liabilities on the Consolidated Balance Sheets. During the year ended December 31, 2021, an unrealized pre-tax gain of $2.3 million was recorded in Accumulated other comprehensive loss, whereas during the years ended December 31, 2020, and 2019, unrealized pre-tax losses of $3.9 million and $1.0 million, respectively, were recorded in Accumulated other comprehensive loss.

NOTE 10 — INCOME TAXES

The following table summarizes the income tax expense from continuing operations:

	For the Years Ended December 31,
(in millions)	2021		2020		2019
Current tax expense (benefit):
Federal	$	14.7	$	16.4	$	20.7
Foreign	5.0		1.4		0.4
State and local	4.0		5.1		6.0
Total current tax expense	23.7		22.9		27.1
Deferred tax expense (benefit):
Federal	0.4		2.7		2.8
Foreign	1.5		3.1		2.2
State and local	(8.6)		(0.2)		(1.9)
Total deferred tax (benefit) expense	(6.7)		5.6		3.1
Total income tax expense	$	17.0	$	28.5	$	30.2

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The following table summarizes the differences between the statutory federal income tax rate and the effective income tax rate from continuing operations:

	For the Years Ended December 31,
	2021		2020		2019
Statutory federal income tax rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal tax benefit	3.4		3.5		3.2
Valuation allowance	(2.9)		0.1		(0.6)
Remeasurement of deferred taxes	(2.8)		—		—
Tax reserves	0.1		(0.1)		(0.4)
Tax credits	(0.4)		(0.3)		(0.4)
Foreign tax rate effects	1.2		0.8		0.4
Excess tax benefits from stock compensation activity	(4.8)		(2.9)		(1.2)
Other, net	(0.3)		0.8		(0.2)
Effective income tax rate	14.5	%	22.9	%	21.8	%

The following table summarizes income before income taxes from continuing operations:

	For the Years Ended December 31,
(in millions)	2021		2020		2019
U.S.	$	94.8	$	107.4	$	126.0
Non-U.S.	22.8		17.2		12.6
Income before income taxes	$	117.6	$	124.6	$	138.6

Summary

The Company recognized income tax expense of $17.0 million for the year ended December 31, 2021, compared to $28.5 million for the year ended December 31, 2020. The reduction in income tax expense in the current year was primarily due to the recognition of a $3.4 million tax benefit associated with the release of state valuation allowances and a $3.3 million tax benefit associated with the remeasurement of deferred taxes for changes in state tax apportionment, both of which primarily resulted from a change in tax status and other tax planning activities executed during the year, a $2.0 million increase in excess tax benefits from stock compensation activity and the effects of lower pre-tax earnings. Including these items, the Company’s effective tax rate for the year ended December 31, 2021 was 14.5%, compared to 22.9% in 2020.

The Company recognized income tax expense of $28.5 million for the year ended December 31, 2020, compared to $30.2 million for the year ended December 31, 2019. The reduction in income tax expense in 2020 was primarily due to lower earnings and a $1.9 million increase in excess tax benefits from stock compensation activity, partially offset by the non-recurrence of a $0.8 million tax benefit from the release of state deferred tax valuation allowance recognized in 2019. The Company’s effective tax rate for the year ended for the year ended December 31, 2020 was 22.9%, compared to 21.8% in 2019.

The Company paid income taxes of $35.5 million in 2021, $22.3 million in 2020 and $25.7 million in 2019.

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Deferred Taxes

The following table summarizes deferred income tax assets and liabilities of the Company’s continuing operations:

(in millions)	2021		2020
Deferred tax assets:
Properties and equipment	$	2.8	$	2.6
Accrued expenses	24.7		27.5
Stock-based compensation	3.3		3.7
Net operating loss and tax credit carryforwards	19.4		21.0
Goodwill and intangibles	1.8		1.7
Pension benefits	15.1		21.8
Gross deferred tax assets	67.1		78.3
Valuation allowance	(5.1)		(8.8)
Total deferred tax assets	62.0		69.5
Deferred tax liabilities:
Properties and equipment	(31.2)		(32.5)
Pension benefits	(9.2)		(12.1)
Goodwill and intangibles	(64.4)		(67.8)
Other	(1.9)		(1.2)
Gross deferred tax liabilities	(106.7)		(113.6)
Net deferred tax liabilities	$	(44.7)	$	(44.1)

The deferred tax asset for tax loss and tax credit carryforwards at December 31, 2021 includes state net operating loss carryforwards of $6.5 million and state income tax credits of $0.3 million, both of which will begin to expire in 2022, foreign net operating loss carryforwards of $9.8 million, which will begin to expire in 2025, and U.S. foreign tax credits of $2.8 million, which will begin to expire in 2023.

The deferred tax asset for tax loss and tax credit carryforwards at December 31, 2020, included state net operating loss carryforwards of $6.6 million, state income tax credits of $0.2 million, foreign net operating loss carryforwards of $11.1 million, and U.S. foreign tax credits of $3.1 million.

The $62.0 million of deferred tax assets at December 31, 2021, for which no valuation allowance is recorded, is anticipated to be realized through future taxable income or the future reversal of existing taxable temporary differences recorded as deferred tax liabilities at December 31, 2021. Should the Company determine that it is not more-likely-than-not to be able to realize its remaining deferred tax assets in the future, an adjustment to the valuation allowance would be recorded in the period such determination is made.

Generally, the Company has considered cash and cash equivalents held by subsidiaries outside the U.S. to be indefinitely reinvested in its foreign operations and the Company’s current plans do not demonstrate a need to repatriate such cash to fund U.S. operations. However, in the event that these funds were needed to fund U.S. operations or to satisfy U.S. obligations, they generally could be repatriated. The repatriation of these funds may cause the Company to incur additional U.S. income tax expense, dependent on income tax laws and other circumstances at the time any such amounts were repatriated. As of December 31, 2021, the Company continues to assert that its undistributed earnings of certain foreign subsidiaries are indefinitely reinvested. It is not practicable to determine the income tax liability that would be payable if such earnings were not permanently reinvested.

Valuation Allowances

ASC 740, Income Taxes, requires that the future realization of deferred tax assets depends on the existence of sufficient taxable income in future periods. Possible sources of taxable income include taxable income in carryback periods, the future reversal of existing taxable temporary differences recorded as a deferred tax liability, tax-planning strategies that generate future income or gains in excess of anticipated losses in the carryforward period and projected future taxable income. If, based upon all available evidence, both positive and negative, it is more likely than not such deferred tax assets will not be realized, a valuation

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allowance is recorded. Significant weight is given to positive and negative evidence that is objectively verifiable. A company’s three-year cumulative loss position is significant negative evidence in considering whether deferred tax assets are realizable and the accounting guidance restricts the amount of reliance the Company can place on projected taxable income to support the recovery of the deferred tax assets.

We continually evaluate the need to maintain a valuation allowance for deferred tax assets based on our assessment of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance.

During the year ended December 31, 2021, the total valuation allowance recorded against the Company’s deferred tax assets decreased by $3.7 million, primarily due to the aforementioned release of state valuation allowances. At December 31, 2021, the total valuation allowance recorded against the Company’s deferred tax assets was $5.1 million, comprised of a $1.0 million valuation allowance recorded against state net operating loss carryforwards, a $2.8 million valuation allowance recorded against U.S. foreign tax credits, a $1.2 million valuation allowance recorded against foreign net deferred tax assets, and a $0.1 million valuation allowance recorded against other deferred tax assets.

Unrecognized Tax Benefits

The following table summarizes the activity related to the Company’s unrecognized tax benefits:

(in millions)	2021		2020		2019
Balance at January 1	$	1.2	$	1.3	$	1.6
Increases related to current year tax	0.1		—		—
Increases from prior period positions	—		—		0.2
Decreases from settlements with tax authorities	—		—		(0.2)
Decreases due to lapse of statute of limitations	(0.1)		(0.1)		(0.3)
Balance at December 31	$	1.2	$	1.2	$	1.3

The Company’s accounting policy is to recognize interest and penalties related to income tax matters in income tax expense. At each of December 31, 2021 and 2020, accruals for interest and penalties amounting to $0.4 million, are included in the Consolidated Balance Sheets but are not included in the table above. At December 31, 2021 and 2020, liabilities for unrecognized tax benefits, including interest and penalties of $1.6 million and $1.5 million, respectively, were included within Other long-term liabilities on the Consolidated Balance Sheets. At each of December 31, 2021 and 2020, unrecognized tax benefits of $0.1 million, were included as a component of Deferred tax liabilities on the Consolidated Balance Sheets.

All of the unrecognized tax benefits of $1.2 million at each of December 31, 2021 and 2020, would impact our annual effective tax rate, if recognized. We do not expect any significant change to our unrecognized tax benefits as a result of potential expiration of statute of limitations or settlements with tax authorities within the next twelve months.

Status of Tax Returns

We file U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2018 through 2020 tax years generally remain subject to examination by federal tax authorities, whereas the 2017 through 2020 tax years generally remain subject to examination by most state tax authorities. In significant foreign jurisdictions, the tax years from 2017 through 2020 generally remain subject to examination by their respective tax authorities.

NOTE 11 — PENSION AND OTHER POST-EMPLOYMENT PLANS

Defined Benefit Pension Plans

The Company and its subsidiaries sponsor two defined benefit pension plans covering certain salaried and hourly employees. These plans have been closed to new participants for a number of years. Benefits under these plans are primarily based on final average compensation and years of service as defined within the provisions of the individual plans. As a result of plan amendments, the latest of which was in 2008, the only new benefits that were being accrued through the end of 2016 were salary increases for a limited group of participants. Those benefits ceased at the end of 2016, at which point all existing plans became fully frozen.

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On November 5, 2021, the Company purchased a group annuity contract from an insurance company, under which approximately $25 million of the projected benefit obligation of the U.S. benefit plan was transferred to the insurance company. In this transaction, the insurance company assumed responsibility for pension benefits and administration for approximately 800 retirees or their beneficiaries. The transaction was funded on November 15, 2021 with existing assets of the U.S. benefit plan. As a result, the Company recognized a pension settlement charge of $10.3 million in the year ended December 31, 2021.

The following table summarizes net periodic pension expense (benefit) for the U.S. and non-U.S. benefit plans:

	U.S. Benefit Plan						Non-U.S. Benefit Plan
	For the Years Ended December 31,						For the Years Ended December 31,
(in millions)	2021		2020		2019		2021		2020		2019
Company-sponsored plans:
Service cost	$	—	$	—	$	—	$	0.2	$	0.2	$	0.2
Interest cost	4.9		5.8		6.8		0.7		1.0		1.4
Expected return on plan assets	(9.6)		(9.2)		(8.7)		(2.0)		(1.9)		(2.0)
Amortization of prior service costs	—		—		—		0.2		0.1		0.1
Amortization of actuarial losses	3.9		3.2		2.6		0.8		0.5		0.7
Settlement charges	10.3		—		—		—		—		—
Net periodic pension expense (benefit)	$	9.5	$	(0.2)	$	0.7	$	(0.1)	$	(0.1)	$	0.4

The items that comprise Net periodic pension expense (benefit), other than service cost and settlement charges, are included as a component of Other (income) expense, net on the Consolidated Statements of Operations.

The following table summarizes the weighted-average assumptions used in determining pension costs:

	U.S. Benefit Plan						Non-U.S. Benefit Plan
	For the Years Ended December 31,						For the Years Ended December 31,
	2021		2020		2019		2021		2020		2019
Discount rate	2.8	%	3.5	%	4.4	%	1.3	%	2.0	%	2.8	%
Expected long-term rate of return on plan assets	7.4	%	7.4	%	7.0	%	3.5	%	3.6	%	4.2	%

The following table summarizes the changes in the projected benefit obligation and plan assets:

	U.S. Benefit Plan				Non-U.S. Benefit Plan
(in millions)	2021		2020		2021		2020
Benefit obligation, beginning of year	$	180.2	$	169.4	$	57.6	$	52.3
Service cost	—		—		0.2		0.2
Interest cost	4.9		5.8		0.7		1.0
Actuarial loss	(8.4)		15.2		(1.8)		5.1
Benefits and expenses paid	(9.3)		(10.2)		(3.4)		(3.0)
Settlement payments	(25.4)		—		—		—
Amendments	—		—		—		0.2
Foreign currency translation	—		—		(0.5)		1.8
Benefit obligation, end of year	$	142.0	$	180.2	$	52.8	$	57.6
Accumulated benefit obligation, end of year	$	142.0	$	180.2	$	52.8	$	57.6

The following table summarizes the weighted-average assumptions used in determining benefit obligations:

	U.S. Benefit Plan				Non-U.S. Benefit Plan
	2021		2020		2021		2020
Discount rate	3.1	%	2.8	%	1.8	%	1.3	%

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The following summarizes the changes in the fair value of plan assets:

	U.S. Benefit Plan				Non-U.S. Benefit Plan
(in millions)	2021		2020		2021		2020
Fair value of plan assets, beginning of year	$	142.5	$	131.6	$	57.4	$	55.2
Actual return on plan assets (a)	10.5		16.1		1.9		2.2
Company contribution	1.9		5.0		1.2		1.3
Benefits and expenses paid	(9.3)		(10.2)		(3.4)		(3.0)
Settlement payments	(25.4)		—		—		—
Foreign currency translation	—		—		(0.6)		1.7
Fair value of plan assets, end of year	$	120.2	$	142.5	$	56.5	$	57.4

(a) Actual return on plan assets of the U.S. benefit plan for the years ended December 31, 2021 and 2020, was net of fees, commissions and other expenses paid from plan assets of $2.2 million and $2.0 million, respectively.

As more fully described within Note 18 – Fair Value Measurements, the Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value.

Following is a description of the valuation methodologies used for assets measured at fair value for the U.S. benefit plan:

•Cash and cash equivalents are comprised of cash on deposit and a money market fund, that invests principally in short-term instruments. The money-market fund is valued at the net asset value (“NAV”) of the shares in the fund.

•Equity investments represent domestic and foreign securities, including common stock, which are publicly traded on active exchanges and are valued based on quoted market prices. Certain equity securities, which are valued using a model that takes the underlying security’s “best” price, divides it by the applicable exchange rate and multiplies the result by a depository receipt factor, are categorized within Level 2 of the fair value hierarchy.

•Fixed income investments include corporate bonds, asset-backed securities and treasury bonds. Corporate bonds are valued using pricing models that include bids provided by brokers or dealers, benchmark yields, base spreads and reported trades. Asset-backed securities are valued using models with readily observable data as inputs. Treasury bonds are valued based on quoted market prices in active markets.

•Real estate investments include public real estate investment trusts (“REIT”) and exchange traded REIT funds, which are publicly traded on active exchanges and are valued based on quoted market prices.

Following is a description of the valuation methodologies used for assets measured at fair value for the non-U.S. benefit plan:

•Cash and cash equivalents are comprised of cash on deposit and a money market fund, that invests principally in short-term instruments. The money-market fund is valued at the NAV of the shares in the fund.

•Diversified investment funds and insurance-linked securities are valued based on a daily NAV per share measured by the fund sponsor and used as the basis for current transactions.

•Fixed income investments include corporate bonds and asset-backed securities. Corporate bonds are valued based on quoted market prices in active markets or other readily observable market data. Asset-backed securities are valued using models with readily observable data as inputs.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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The following summarizes the Company’s pension assets in a three-tier fair value hierarchy for its benefit plans:

	U. S. Benefit Plan
	2021								2020
(in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	3.6	$	—	$	—	$	3.6	$	4.4	$	—	$	—	$	4.4
Equity investments:
U.S. Large Cap	14.2		0.1		—		14.3		36.3		—		—		36.3
U.S. Small and Mid Cap	17.5		—		—		17.5		24.6		—		—		24.6
Developed international	7.0		3.1		—		10.1		10.2		9.5		—		19.7
Emerging markets	2.6		1.3		—		3.9		9.7		2.2		—		11.9
Fixed income investments:
Government securities	3.8		—		—		3.8		4.9		—		—		4.9
Asset-backed securities	—		0.3		—		0.3		—		3.8		—		3.8
Corporate bonds	—		66.2		—		66.2		—		31.3		—		31.3
Mutual funds	—		—		—		—		5.0		—		—		5.0
Other investments:
Real estate	—		—		—		—		0.4		—		—		0.4
Total assets at fair value (a)	$	48.7	$	71.0	$	—	$	119.7	$	95.5	$	46.8	$	—	$	142.3

(a) Total assets at fair value in the table above exclude a net receivable of $0.5 million and $0.2 million at December 31, 2021 and 2020, respectively.

	Non-U. S. Benefit Plan
	2021								2020
(in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	0.8	$	4.6	$	—	$	5.4	$	0.4	$	7.0	$	—	$	7.4
Diversified investment funds (a)	—		23.3		—		23.3		—		29.6		—		29.6
Fixed income investments:
Asset-backed securities	—		18.1		—		18.1		—		—		—		—
Corporate bonds	—		5.1		—		5.1		—		15.9		—		15.9
Other investments:
Insurance-linked securities	—		—		4.6		4.6		—		—		4.5		4.5
Total assets at fair value	$	0.8	$	51.1	$	4.6	$	56.5	$	0.4	$	52.5	$	4.5	$	57.4

(a) These funds primarily invest in a diversified portfolio of equity securities and fixed income securities.

The Company maintains a structured investment strategy for its U.S. and non-U.S. benefit plans, which are designed to achieve certain target asset allocations depending on the plans’ relative funded status.

As of December 31, 2021, the target asset allocations for the U.S. benefit plan are (i) between 54% and 69% in fixed income investments, (ii) between 29% and 44% in equity investments and (iii) between 0% and 20% in cash and cash equivalents.

Plan assets for the non-U.S. benefit plan consist principally of a portfolio of diversified investment funds, corporate bonds and insurance-linked securities. As of December 31, 2021, the target asset allocations for the non-U.S. benefit plan assets are generally between 65% and 75% in fixed income investments and cash and cash equivalents, and between 25% and 35% in equity investments.

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The following summarizes the funded status of the Company’s benefit plans:

	U.S. Benefit Plan				Non-U.S. Benefit Plan
(in millions)	2021		2020		2021		2020
Fair value of plan assets, end of year	$	120.2	$	142.5	$	56.5	$	57.4
Benefit obligation, end of year	142.0		180.2		52.8		57.6
Funded status, end of year	$	(21.8)	$	(37.7)	$	3.7	$	(0.2)

The following summarizes the amounts recognized within the Company’s Consolidated Balance Sheets:

	U.S. Benefit Plan				Non-U.S. Benefit Plan
(in millions)	2021		2020		2021		2020
Amounts recognized in our Consolidated Balance Sheets include:
Deferred charges and other long-term assets	$	—	$	—	$	3.7	$	—
Long-term pension and other post-retirement benefit liabilities	(21.8)		(37.7)		—		(0.2)
Net (liability) asset recorded	$	(21.8)	$	(37.7)	$	3.7	$	(0.2)
Amounts recognized in Accumulated other comprehensive loss include:
Actuarial losses	$	57.7	$	81.3	$	16.9	$	19.6
Prior service costs	—		—		2.4		2.6
Net amount recognized, pre-tax	$	57.7	$	81.3	$	19.3	$	22.2

As the Company’s benefit plans are fully frozen, all plan participants are now considered to be inactive. As a result, the associated actuarial losses and prior service costs that are included in Accumulated other comprehensive loss are being amortized into net periodic benefit cost over the remaining average life expectancy of plan participants. The Company expects $2.8 million of the actuarial losses and $0.1 million of the prior service costs to be amortized from Accumulated other comprehensive loss into net periodic benefit cost in 2022.

The Company currently expects to contribute up to $1.0 million to the non-U.S. benefit plan in 2022. The Company does not currently expect to make any contributions to the U.S. benefit plan in 2022. Future contributions to the plans will be based on such factors as annual service cost, the financial return on plan assets, interest rate movements that affect discount rates applied to plan liabilities and the value of benefit payments made.

The following summarizes the benefits expected to be paid under the Company’s benefit plans in each of the next five years, and in aggregate for the five years thereafter:

(in millions)	U.S. Benefit Plan		Non-U.S. Benefit Plan
2022	$	7.8	$	2.8
2023	8.0		2.7
2024	8.2		2.7
2025	8.6		2.6
2026	8.7		2.6
2027-2031	43.4		12.5

Defined Contribution Retirement Plan

The Company also sponsors a defined contribution retirement plan (the “401(k) plan”) covering a majority of its employees. Participation is via automatic enrollment and employees may elect to opt out of the 401(k) plan. Company contributions to the 401(k) plan are based on an employee’s years of service, as well as the percentage of employee contributions. The Company’s cost of the 401(k) plan was $8.9 million in 2021, $7.7 million in 2020 and $7.9 million in 2019.

Deferred Compensation Plan

The Company also provides a deferred compensation plan to certain employees. The deferred compensation plan is a non-qualified, unfunded defined contribution plan, which provides participants with benefits that would have been provided under the 401(k) plan, but could not be provided due to compensation limits for qualified plans under the Internal Revenue Code. At

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December 31, 2021 and 2020, deferred compensation liabilities of $16.8 million and $13.8 million, respectively, were included on the Consolidated Balance Sheets, primarily within Long-term pension and other post-retirement benefit liabilities.

Multi-Employer Pension Plan

During the year ended December 31, 2021, the Company withdrew from the IAM National Pension Fund, a multi-employer pension plan that provided defined benefits to employees under a U.S. collective bargaining agreement. As a result, the Company incurred a $0.3 million withdrawal charge, which was recognized as a component of Other (income) expense, net on the Consolidated Statements of Operations. The withdrawal liability was settled in full during the year ended December 31, 2021. Following this withdrawal, the Company no longer participates in any multi-employer pension plans.

During the year ended December 31, 2020, the Company withdrew from the Sheet Metal Workers’ National Pension Fund, a multi-employer pension plan that provided defined benefits to employees under a U.S. collective bargaining agreement. As a result, the Company incurred a $2.3 million withdrawal charge, which was recognized as a component of Other (income) expense, net on the Consolidated Statements of Operations. The withdrawal liability was settled in full during the year ended December 31, 2020.

NOTE 12 — COMMITMENTS AND CONTINGENCIES

Financial Commitments

The Company provides indemnifications and other guarantees in the ordinary course of business, the terms of which range in duration and often are not explicitly defined. Specifically, the Company is occasionally required to provide letters of credit and bid and performance bonds to various customers, principally to act as security for retention levels related to casualty insurance policies and to guarantee the performance of subsidiaries that engage in export and domestic transactions. At December 31, 2021, the Company had outstanding performance and financial standby letters of credit, as well as outstanding bid and performance bonds, aggregating to $28.6 million. If any such letters of credit or bonds are called, the Company would be obligated to reimburse the issuer of the letter of credit or bond. The Company believes the likelihood of any currently outstanding letter of credit or bond being called is remote.

The Company has transactions involving the sale of equipment to certain of its customers which include (i) guarantees to repurchase the equipment for a fixed price at a future date and (ii) guarantees to repurchase the equipment from the third-party lender in the event of default by the customer. As of December 31, 2021, both the single year and maximum potential cash payments the Company could be required to make to repurchase equipment under these agreements amounted to $2.7 million. The Company’s risk under these repurchase arrangements would be partially mitigated by the value of the products repurchased as part of the transaction. Historical cash requirements and losses associated with these obligations have not been significant, but could increase if customer defaults exceed current expectations.

The Company has certain lease agreements for facilities owned by affiliates which include provisions requiring the Company to guarantee any remaining lease payments in the event of default. As of December 31, 2021, the total amount of future payments guaranteed under these agreements was approximately $1.7 million. The Company believes the likelihood of defaulting on these leases is remote.

Product Warranties

The Company issues product performance warranties to customers with the sale of its products. The specific terms and conditions of these warranties vary depending upon the product sold and country in which the Company does business, with warranty periods generally ranging from one to five years. The Company estimates the costs that may be incurred under its basic limited warranty and records a liability in the amount of such costs at the time the sale of the related product is recognized. Factors that affect the Company’s warranty liability include (i) the number of units under warranty, (ii) historical and anticipated rates of warranty claims and (iii) costs per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

The following table summarizes the changes in the Company’s warranty liabilities:

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(in millions)	2021		2020
Balance at January 1	$	10.2	$	11.2
Provisions to expense	6.9		7.6
Acquisitions	0.4		—
Payments	(7.7)		(8.7)
Foreign currency translation	(0.1)		0.1
Balance at December 31	$	9.7	$	10.2

NOTE 13 — LEGAL PROCEEDINGS

The Company is subject to various claims, including pending and possible legal actions for product liability and other damages, and other matters arising in the ordinary course of the Company’s business. On a quarterly basis, the Company reviews uninsured material legal claims against the Company and accrues for the costs of such claims as appropriate in the exercise of management’s best judgment and experience. However, due to a lack of factual information available to the Company about a claim, or the procedural stage of a claim, it may not be possible for the Company to reasonably assess either the probability of a favorable or unfavorable outcome of the claim or to reasonably estimate the amount of loss should there be an unfavorable outcome. Therefore, for many claims, the Company cannot reasonably estimate a range of loss.

The Company believes, based on current knowledge and after consultation with counsel, that the outcome of such claims and actions will not have a material adverse effect on the Company’s results of operations or financial condition. However, in the event of unexpected future developments, it is possible that the ultimate resolution of such matters, if unfavorable, could have a material adverse effect on the Company’s results of operations, financial condition or cash flow.

Hearing Loss Litigation

The Company has been sued for monetary damages by firefighters who claim that exposure to the Company’s sirens has impaired their hearing and that the sirens are therefore defective. There were 33 cases filed during the period of 1999 through 2004, involving a total of 2,443 plaintiffs, in the Circuit Court of Cook County, Illinois. These cases involved more than 1,800 firefighter plaintiffs from locations outside of Chicago. In 2009, six additional cases were filed in Cook County, involving 299 Pennsylvania firefighter plaintiffs. During 2013, another case was filed in Cook County involving 74 Pennsylvania firefighter plaintiffs.

The trial of the first 27 of these plaintiffs’ claims occurred in 2008, whereby a Cook County jury returned a unanimous verdict in favor of the Company.

An additional 40 Chicago firefighter plaintiffs were selected for trial in 2009. Plaintiffs’ counsel later moved to reduce the number of plaintiffs from 40 to nine. The trial for these nine plaintiffs concluded with a verdict against the Company and for the plaintiffs in varying amounts totaling $0.4 million. The Company appealed this verdict. On September 13, 2012, the Illinois Appellate Court rejected this appeal. The Company thereafter filed a petition for rehearing with the Illinois Appellate Court, which was denied on February 7, 2013. The Company sought further review by filing a petition for leave to appeal with the Illinois Supreme Court on March 14, 2013. On May 29, 2013, the Illinois Supreme Court issued a summary order declining to accept review of this case. On July 1, 2013, the Company satisfied the judgments entered for these plaintiffs, which resulted in final dismissal of these cases.

A third consolidated trial involving eight Chicago firefighter plaintiffs occurred during November 2011. The jury returned a unanimous verdict in favor of the Company at the conclusion of this trial.

Following this trial, on March 12, 2012 the trial court entered an order certifying a class of the remaining Chicago Fire Department firefighter plaintiffs for trial on the sole issue of whether the Company’s sirens were defective and unreasonably dangerous. The Company petitioned the Illinois Appellate Court for interlocutory appeal of this ruling. On May 17, 2012, the Illinois Appellate Court accepted the Company’s petition. On June 8, 2012, plaintiffs moved to dismiss the appeal, agreeing with the Company that the trial court had erred in certifying a class action trial in this matter. Pursuant to plaintiffs’ motion, the Illinois Appellate Court reversed the trial court’s certification order.

Thereafter, the trial court scheduled a fourth consolidated trial involving three firefighter plaintiffs, which began in December 2012. Prior to the start of this trial, the claims of two of the three firefighter plaintiffs were dismissed. On December 17, 2012, the jury entered a complete defense verdict for the Company.

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Following this defense verdict, plaintiffs again moved to certify a class of Chicago Fire Department plaintiffs for trial on the sole issue of whether the Company’s sirens were defective and unreasonably dangerous. Over the Company’s objection, the trial court granted plaintiffs’ motion for class certification on March 11, 2013 and scheduled a class action trial to begin on June 10, 2013. The Company filed a petition for review with the Illinois Appellate Court on March 29, 2013 seeking reversal of the class certification order.

On June 25, 2014, a unanimous three-judge panel of the First District Illinois Appellate Court issued its opinion reversing the class certification order of the trial court. Specifically, the Appellate Court determined that the trial court’s ruling failed to satisfy the class-action requirements that the common issues of the firefighters’ claims predominate over the individual issues and that there is an adequate representative for the class. During a status hearing on October 8, 2014, plaintiffs represented to the Court that they would again seek to certify a class of firefighters on the issue of whether the Company’s sirens were defective and unreasonably dangerous. On January 12, 2015, plaintiffs filed motions to amend their complaints to add class action allegations with respect to Chicago firefighter plaintiffs, as well as the approximately 1,800 firefighter plaintiffs from locations outside of Chicago. On March 11, 2015, the trial court granted plaintiffs’ motions to amend their complaints. On April 24, 2015, the cases were transferred to Cook County chancery court to decide the class certification issues. On March 23, 2018, plaintiffs filed a motion to certify as a class all firefighters from the Chicago Fire Department who have filed lawsuits in this matter. The Company objected to certification and the parties engaged in discovery and other matters related to this motion. Thereafter, on December 20, 2021, the parties executed a settlement agreement to resolve claims of approximately 462 firefighters still involved in the Cook County litigation, as well as the DuPage County litigation discussed below. Under the terms of the settlement agreement, the Company has agreed to pay a lump sum of $0.2 million to resolve the claims of these firefighters. The Company has agreed to pay this lump sum amount based upon its assessment of firefighters who meet minimal bilateral hearing loss standards, which is a subset of the larger group referenced above. The settlement agreement does not require the payment of any attorney fees by the Company. The settlement agreement also provides that plaintiffs’ attorney will withdraw from representing firefighters who do not agree to the settlement. The Company has discretion to void the settlement agreement if less than 93% of these firefighters agree to settle their claims; the settlement agreement will be voided if less than 70% of eligible firefighters agree to the settlement. The settlement agreement is subject to review and approval by the Court.

The Company also filed motions to dismiss cases involving firefighters who worked for fire departments located outside of the State of Illinois based on improper venue. On February 24, 2017, the Circuit Court of Cook County entered orders dismissing the cases of 1,770 such firefighter plaintiffs from the jurisdiction of the State of Illinois. Pursuant to these orders, these plaintiffs had six months thereafter to refile their cases in jurisdictions where these firefighters are located. Prior to this six-month deadline, attorneys representing some of these plaintiffs contacted the Company regarding possible settlement of their cases. During the year ended December 31, 2017, the Company entered into a global settlement agreement with two attorneys who represented approximately 1,090 of these plaintiffs. Under the terms of the settlement agreement, the Company offered $700 per plaintiff to settle these cases and 717 plaintiffs accepted this offer as a final settlement. The settlement agreement did not require the payment of any attorney fees by the Company. The attorneys representing these plaintiffs agreed to withdraw from representing plaintiffs who did not respond to the settlement offer. It is the Company’s position that the non-settling plaintiffs who failed to timely refile their cases following the February 2017 dismissal by the Circuit Court of Cook County are now barred from doing so by the statute of limitations. The Company filed a venue motion seeking to transfer to DuPage County cases involving 10 plaintiffs who reside and work in Illinois but outside of Cook County. The Court granted this motion on June 28, 2017.

The Company was also sued on this issue outside of the Cook County, Illinois venue. Between 2007 and 2009, a total of 71 lawsuits involving 71 plaintiffs were filed in the Court of Common Pleas, Philadelphia County, Pennsylvania. Three of these cases were dismissed pursuant to pretrial motions filed by the Company. Another case was voluntarily dismissed. Prior to trial in four cases, the Company paid nominal sums to obtain dismissals.

Three trials occurred in Philadelphia involving these cases filed in 2007 through 2009. The first trial involving one of these plaintiffs occurred in 2010, when the jury returned a verdict for the plaintiff. The jury found that the Company’s siren was not defectively designed, but that the Company negligently constructed the siren. The jury awarded damages in the amount of less than $0.1 million. The Company appealed this verdict. Another trial, involving nine Philadelphia firefighter plaintiffs, also occurred in 2010 when the jury returned a defense verdict for the Company as to all claims and all plaintiffs involved in that trial. The third trial, also involving nine Philadelphia firefighter plaintiffs, was completed during 2010 when the jury returned a defense verdict for the Company as to all claims and all plaintiffs involved in that trial.

Following defense verdicts in the last two Philadelphia trials, the Company negotiated settlements with respect to all remaining filed cases in Philadelphia at that time, as well as other firefighter claimants represented by the attorney who filed the

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Philadelphia cases. On January 4, 2011, the Company entered into a Global Settlement Agreement (the “Settlement Agreement”) with the law firm of the attorney representing the Philadelphia claimants, on behalf of 1,125 claimants the firm represented (the “Claimants”) and who had asserted product claims against the Company (the “Claims”). Three hundred eight of the Claimants had lawsuits pending against the Company in Cook County, Illinois.

The Settlement Agreement provided that the Company pay a total amount of $3.8 million (the “Settlement Payment”) to settle the Claims (including the costs, fees and other expenses of the law firm in connection with its representation of the Claimants), subject to certain terms, conditions and procedures set forth in the Settlement Agreement. In order for the Company to be required to make the Settlement Payment: (i) each Claimant who agreed to settle his or her claims had to sign a release acceptable to the Company (a “Release”), (ii) each Claimant who agreed to the settlement and who was a plaintiff in a lawsuit, had to dismiss his or her lawsuit with prejudice, (iii) by April 29, 2011, at least 93% of the Claimants identified in the Settlement Agreement must have agreed to settle their claims and provide a signed Release to the Company and (iv) the law firm had to withdraw from representing any Claimants who did not agree to the settlement, including those who filed lawsuits. If the conditions to the settlement were met, but less than 100% of the Claimants agreed to settle their Claims and sign a Release, the Settlement Payment would be reduced by the percentage of Claimants who did not agree to the settlement.

On April 22, 2011, the Company confirmed that the terms and conditions of the Settlement Agreement had been met and made a payment of $3.6 million to conclude the settlement. The amount was based upon the Company’s receipt of 1,069 signed releases provided by Claimants, which was 95% of all Claimants identified in the Settlement Agreement.

The Company generally denies the allegations made in the claims and lawsuits by the Claimants and denies that its products caused any injuries to the Claimants. Nonetheless, the Company entered into the Settlement Agreement for the purpose of minimizing its expenses, including legal fees, and avoiding the inconvenience, uncertainty and distraction of the claims and lawsuits.

During April through October 2012, 20 new cases were filed in the Court of Common Pleas, Philadelphia County, Pennsylvania. These cases were filed on behalf of 20 Philadelphia firefighters and involved various defendants in addition to the Company. Five of these cases were subsequently dismissed. The first trial involving these 2012 Philadelphia cases occurred during December 2014 and involved three firefighter plaintiffs. The jury returned a verdict in favor of the Company. Following this trial, all of the parties agreed to settle cases involving seven firefighter plaintiffs set for trial during January 2015 for nominal amounts per plaintiff.

In January 2015, plaintiffs’ attorneys filed two new complaints in the Court of Common Pleas, Philadelphia, Pennsylvania on behalf of approximately 70 additional firefighter plaintiffs. The vast majority of the firefighters identified in these complaints were located outside of Pennsylvania. One of the complaints in these cases, which involved 11 firefighter plaintiffs from the District of Columbia, was removed to federal court in the Eastern District of Pennsylvania. Plaintiffs voluntarily dismissed all claims in this case on May 31, 2016. The Company thereafter moved to recover various fees and costs in this case, asserting that plaintiffs’ counsel failed to properly investigate these claims prior to filing suit. The Court granted this motion on April 25, 2017, awarding $0.1 million to the Company (the “Order”). After plaintiffs appealed this Order, the United States Court of Appeals for the Third Circuit affirmed the lower court decision awarding fees and costs to the Company.

With respect to claims of other out-of-state firefighters involved in these two cases, the Company moved to dismiss these claims as improperly filed in Pennsylvania. The Court granted this motion and dismissed these claims on November 5, 2015. During August through December 2015, another nine new cases were filed in the Court of Common Pleas, Philadelphia County, Pennsylvania. These cases involved a total of 193 firefighters, most of whom were located outside of Pennsylvania. The Company again moved to dismiss all claims filed by out-of-state firefighters in these cases as improperly filed in Pennsylvania. On May 24, 2016, the Court granted this motion and dismissed these claims. Plaintiffs appealed this decision and, on September 25, 2018, the appellate court reversed this dismissal. The Company then filed a petition with the appellate court requesting that the court reconsider its ruling. On December 7, 2018, the appellate court granted the Company’s petition and withdrew its prior decision. On June 25, 2020, the Court issued a decision affirming the trial court’s dismissal of these cases with prejudice.

On May 13, 2016, four new cases were filed in Philadelphia state court, involving a total of 55 Philadelphia firefighters who live in Pennsylvania. During August 2016, the Company settled a case for nominal amounts involving four Philadelphia firefighters that had been set for trial in Philadelphia state court during September 2016. During 2017, plaintiffs filed additional cases in the Court of Common Pleas, Philadelphia County, involving over 100 Philadelphia firefighter plaintiffs. During January 2017, plaintiffs filed a motion to consolidate and bifurcate, similar to a motion filed in the Pittsburgh hearing loss cases, as described below. The Company filed an opposition to this motion. These cases were then transferred to the mass tort

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program in Philadelphia for pretrial purposes. Plaintiffs’ counsel thereafter dismissed several plaintiffs. During November 2017, a trial involving one Philadelphia firefighter occurred. The jury returned a verdict in favor of the Company in this trial. Prior to a dismissal of these cases pursuant to the Tolling Agreement, discussed below, there was a total of 75 firefighters involved in cases pending in the Philadelphia mass tort program.

During March 2014, an action also was brought in the Court of Common Pleas of Erie County, Pennsylvania on behalf of 61 firefighters. This case likewise involves various defendants in addition to the Company. After the Company filed pretrial motions, 33 Erie County firefighter plaintiffs voluntarily dismissed their claims. Prior to a dismissal of these cases pursuant to the Tolling Agreement, discussed below, there was a total of 28 firefighters involved in cases filed in Erie County.

During August 2017, five cases involving 70 firefighter plaintiffs were filed in Lackawanna County, Pennsylvania. These cases involve firefighter plaintiffs who originally filed in Cook County several years ago and were dismissed pursuant to the Company’s forum nonconveniens motion.

On September 17, 2014, 20 lawsuits, involving a total of 193 Buffalo Fire Department firefighters, were filed in the Supreme Court of the State of New York, Erie County. All of the cases filed in Erie County, New York were removed to federal court in the Western District of New York. Plaintiffs filed a motion to consolidate and bifurcate these cases, similar to the motion filed in the Pittsburgh hearing loss cases, as described below. The Company filed an opposition to the motion. During February 2015, a lawsuit involving one New York City firefighter plaintiff was filed in the Supreme Court of the State of New York, New York County. The plaintiff named the Company as well as several other parties as defendants. That case subsequently was transferred to federal court in the Northern District of New York and thereafter dismissed. During April 2015 through January 2016, 29 new cases involving a total of 235 firefighters were filed in various counties in the New York City area. During December 2016 through October 2017, additional cases were filed in these jurisdictions. On February 5, 2018, the Company was served with a complaint in an additional case filed in Kings County, New York. This case involved one plaintiff. Prior to a dismissal of these cases pursuant to the Tolling Agreement, discussed below, there was a total of 536 firefighters involved in cases filed in the State of New York.

During November 2015, the Company was served with a complaint filed in Union County, New Jersey state court, involving 34 New Jersey firefighters. This case was transferred to federal court in the District of New Jersey. During the period from January through May 2016, eight additional cases were filed in various New Jersey state courts. Most of the firefighters in these cases resided in New Jersey and worked at New Jersey fire departments. During December 2016, a case involving one New Jersey firefighter was filed in the United States District Court of New Jersey. On May 2, 2017, plaintiffs filed a motion to consolidate and bifurcate in the pending federal court case in New Jersey. This motion was similar to bifurcation motions filed by plaintiffs in Pittsburgh, Buffalo and Philadelphia. The Court denied the motion as premature. Pursuant to a petition filed by both parties, all New Jersey state court cases were consolidated for pretrial purposes. Prior to a dismissal of these cases pursuant to the Tolling Agreement, discussed below, there was a total of 61 firefighters involved in cases filed in New Jersey.

During May through October 2016, nine cases were filed in Suffolk County, Massachusetts state court, naming the Company as a defendant. These cases involved 194 firefighters who lived and worked in the Boston area. During August 2017, plaintiffs filed additional cases in Suffolk County court. The Company moved to transfer various cases filed in Suffolk County to other counties in Massachusetts where plaintiffs resided and worked. Prior to a dismissal of these cases pursuant to the Tolling Agreement, discussed below, there was a total of 218 firefighters involved in cases filed in Massachusetts.

During August and September 2017, plaintiffs’ attorneys filed additional hearing loss cases in Florida. The Company was the only named defendant. These cases were filed in several different counties in Florida, including Tampa, Miami and Orlando municipalities. Prior to a dismissal of these cases pursuant to the Tolling Agreement, discussed below, there was a total of 166 firefighters involved in cases filed in Florida.

During April through July 2013, additional cases were filed in Allegheny County, Pennsylvania on behalf of 247 plaintiff firefighters from Pittsburgh and against various defendants, including the Company. During May 2016, two additional cases were filed against the Company in Allegheny County involving 19 Pittsburgh firefighters. After the Company filed pretrial motions, the Court dismissed claims of 55 Pittsburgh firefighter plaintiffs. The Court scheduled trials for May, September and November 2016, for eight firefighters per trial. Prior to the first scheduled trial in Pittsburgh, the Court granted the Company’s motion for summary judgment and dismissed all claims asserted by plaintiff firefighters involved in this trial. Following an appeal by the plaintiff firefighters, the appellate court affirmed this dismissal. The next trial for six Pittsburgh firefighters started on November 7, 2016. Shortly after this trial began, plaintiffs’ counsel moved for a mistrial because a key witness suddenly became unavailable. The Court granted this motion and rescheduled this trial for March 6, 2017. During January 2017, plaintiffs also moved to consolidate and bifurcate trials involving Pittsburgh firefighters. In particular, plaintiffs sought

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one trial involving liability issues to apply to all Pittsburgh firefighters who filed suit against the Company. The Company filed an opposition to this motion. On April 18, 2017, the trial court granted plaintiffs’ motion to bifurcate the next Pittsburgh trial. Pursuant to a motion for clarification filed by the Company, the Court ruled that the bifurcation order would only apply to six plaintiffs who were part of the next trial group in Pittsburgh. The Company thereafter sought an interlocutory appeal of the Court’s bifurcation order. The appellate court declined to accept the appeal at that time. A bifurcated trial began on September 27, 2017 in Allegheny County, Pennsylvania. Prior to and during trial, two plaintiffs were dismissed, resulting in four plaintiffs remaining for trial. After approximately two weeks of trial, the jury found that the Company’s siren product was not defective or unreasonably dangerous and rendered a verdict in favor of the Company.

A second trial involving Pittsburgh firefighters began during January 2018. At the outset of this trial, plaintiffs’ attorneys, who represent all firefighters who have filed cases in Allegheny County, Philadelphia, Buffalo, New Jersey, Massachusetts, and Florida, as described above, requested that the Company consider settlement of various cases. This trial was continued to allow the parties to further discuss possible settlement. During March 2018, the parties agreed in principle on a framework (the “Settlement Framework”) to resolve hearing loss claims and cases in all jurisdictions involved in the hearing loss litigation except in Cook County and Lackawanna County, and excluding one case involving one firefighter in New York City. The firefighters excluded from the Settlement Framework are represented by different attorneys. The Company has agreed to settle the cases in Lackawanna County and settled the case involving one firefighter in New York City for nominal amounts. Pursuant to the Settlement Framework, the Company would pay $700 to each firefighter who filed a lawsuit and is eligible to be part of the settlement. The Company would pay $300 to each firefighter who has not yet filed a case and is eligible to be part of the settlement. The settlement agreement does not include the payment of any attorney fees by the Company. To be eligible for settlement, among other things, firefighters must provide proof that they have high frequency noise-induced hearing loss. There are approximately 3,700 firefighters whose claims may be considered as part of this settlement, including approximately 1,320 firefighters who have ongoing filed lawsuits. This Settlement Framework was finalized in a global settlement agreement executed on November 4, 2019. Pursuant to this global settlement agreement, the parties are now in the process of determining how many of the approximately 3,700 firefighters will be eligible to participate in the settlement. In order to minimize the parties’ respective legal costs and expenses during this settlement process, on July 5, 2018, the parties entered into a tolling agreement (the “Tolling Agreement”). Pursuant to the Tolling Agreement, counsel for the settling firefighters agreed to dismiss the pending lawsuits in all jurisdictions except for the Allegheny County (Pittsburgh), Pennsylvania cases, and the Company agreed to a tolling of any statute of limitations applicable to the dismissed cases. The Tolling Agreement continued in place until the parties executed the global settlement agreement on November 4, 2019. After execution of the global settlement agreement, the Allegheny County (Pittsburgh) cases were dismissed. The global settlement agreement requires plaintiffs’ attorneys to withdraw from representing firefighters who elect not to participate in this settlement.

As of December 31, 2021, the Company has recognized an estimated liability for the potential settlement amount. While it is reasonably possible that the ultimate resolution of this matter may result in a loss in excess of the amount accrued, the incremental loss is not expected to be material.

From 2007 through 2009, firefighters also brought hearing loss claims against the Company in New Jersey, Missouri, Maryland and Kings County, New York. All of those cases, however, were dismissed prior to trial, including four cases in the Supreme Court of Kings County, New York that were dismissed upon the Company’s motion in 2008. On appeal, the New York appellate court affirmed the trial court’s dismissal of these cases.

NOTE 14 — EARNINGS PER SHARE

The Company computes earnings per share (“EPS”) in accordance with ASC 260, Earnings per Share, which requires that non-vested restricted stock containing non-forfeitable dividend rights should be treated as participating securities pursuant to the two-class method. Under the two-class method, net income is reduced by the amount of dividends declared in the period for common stock and participating securities. The remaining undistributed earnings are then allocated to common stock and participating securities as if all of the net income for the period had been distributed. The amounts of distributed and undistributed earnings allocated to participating securities for the years ended December 31, 2021, 2020 and 2019 were insignificant and did not materially impact the calculation of basic or diluted EPS.

Basic EPS is computed by dividing income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the year.

Diluted EPS is computed using the weighted average number of shares of common stock and non-vested restricted stock awards outstanding for the year, plus the effect of dilutive potential common shares outstanding during the year. The dilutive effect of common stock equivalents is determined using the more dilutive of the two-class method or alternative methods. We use the

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treasury stock method to determine the potentially dilutive impact of our employee stock options and restricted stock units, and the contingently issuable method for our performance-based restricted stock unit awards.

For the years ended December 31, 2021, 2020 and 2019, options to purchase 0.2 million, 0.5 million and 0.2 million shares of the Company’s common stock, respectively, had an anti-dilutive effect on EPS, and accordingly, are excluded from the calculation of diluted EPS.

The following table reconciles net income to basic and diluted EPS:

	For the Years Ended December 31,
(in millions, except per share data)	2021		2020		2019
Income from continuing operations	$	100.6	$	96.1	$	108.4
Gain from discontinued operations and disposal, net of tax	—		0.1		0.1
Net income	$	100.6	$	96.2	$	108.5
Weighted average shares outstanding — Basic	60.8		60.3		60.2
Dilutive effect of common stock equivalents	1.1		1.4		1.4
Weighted average shares outstanding — Diluted	61.9		61.7		61.6
Basic earnings per share:
Earnings from continuing operations	$	1.65	$	1.59	$	1.80
Earnings from discontinued operations and disposal, net of tax	—		0.00		0.00
Net earnings per share	$	1.65	$	1.59	$	1.80
Diluted earnings per share:
Earnings from continuing operations	$	1.63	$	1.56	$	1.76
Earnings from discontinued operations and disposal, net of tax	—		0.00		0.00
Net earnings per share	$	1.63	$	1.56	$	1.76

NOTE 15 — STOCK-BASED COMPENSATION

The Company’s stock compensation plan, approved by the Company’s stockholders and administered by the Compensation and Benefits Committee of the Board of Directors of the Company (the “CBC”), provides for the grant of incentive stock options, restricted stock and other stock-based awards or units to key employees and directors. The plan, as amended, authorizes the grant of up to 11.0 million shares or units through April 2030. At December 31, 2021, approximately 5.8 million shares were available for future issuance under the plan.

The total compensation expense related to all grants awarded under the plan was $7.6 million, $8.4 million and $8.8 million, for the years ended December 31, 2021, 2020 and 2019, respectively. The related income tax benefits recognized in earnings were $1.5 million, $1.7 million and $2.0 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Stock Options

Stock options vest ratably (i.e. one-third annually) over the three years from the date of the grant. The cost of stock options, based on their fair value at the date of grant, is charged to expense over the respective vesting periods. Stock options normally become exercisable at a rate of one-third annually and in full on the third anniversary date. Under the plan, all options and rights must be exercised within ten years from date of grant. At the Company’s discretion, vested stock option holders are permitted to elect an alternative settlement method in lieu of purchasing common stock at the option price. The alternative settlement method permits the employee to receive, without payment to the Company, cash, shares of common stock or a combination thereof equal to the excess of market value of common stock over the option purchase price. The Company has historically settled all such options in common stock and intends to continue to do so. Stock options do not have voting or dividend rights until such time that the options are exercised and shares have been issued.

The weighted average fair value of options granted during 2021, 2020 and 2019 was $13.54, $7.86 and $8.48, respectively.

The fair value of each option grant was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

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	2021		2020		2019
Dividend yield	0.8	%	1.2	%	1.2	%
Expected volatility	33	%	33	%	32	%
Risk free interest rate	1.1	%	0.5	%	2.4	%
Weighted average expected option life in years	6.4		6.2		6.3

Dividend yields are based on historical dividend payments. Expected volatility is based on historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the options. The expected life of options represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns.

The following summarizes stock option activity:

	Option Shares			Weighted Average Exercise Price
(in millions, except per share data)	2021	2020	2019	2021		2020		2019
Outstanding, at beginning of year	2.0	2.3	2.4	$	17.52	$	13.87	$	12.51
Granted	0.2	0.3	0.2	42.84		27.82		27.29
Exercised	(0.8)	(0.6)	(0.3)	12.12		7.85		13.12
Canceled or expired	—	—	—	30.76		26.44		21.99
Outstanding, at end of year	1.4	2.0	2.3	$	23.58	$	17.52	$	13.87
Exercisable, at end of year	1.0	1.5	1.9	$	19.15	$	14.37	$	11.28

At December 31, 2021, options that have vested and are expected to vest totaled 1.3 million shares, with a weighted average exercise price of $23.31, and represent the sum of 1.0 million vested (or exercisable) options and 0.3 million options that are expected to vest. Options that are expected to vest are derived by applying the pre-vesting forfeiture rate assumption against outstanding, unvested options as of December 31, 2021.

The following table summarizes information for stock options outstanding as of December 31, 2021 under all plans:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Shares	Weighted Average<br>Remaining Life	Weighted Average<br>Exercise Price		Shares	Weighted Average<br>Exercise Price
	(in millions)	(in years)			(in millions)
$5.01 — 10.00	—	1.0	$	7.39	—	$	7.39
10.01 — 15.00	0.2	3.3	13.60		0.3	13.60
15.01 — 20.00	0.3	4.2	16.50		0.3	16.50
20.01 — 25.00	0.2	6.3	23.14		0.2	23.14
25.01 — 30.00	0.5	7.9	27.58		0.2	27.49
30.01 — 35.00	—	0.0	—		—	—
35.01 — 40.00	—	9.6	38.19		—	—
40.01 — 45.00	0.2	9.3	42.86		—	—
	1.4	6.1	$	23.58	1.0	$	19.15

The aggregate intrinsic value of stock options outstanding and exercisable at December 31, 2021 was $27.1 million and $23.2 million, respectively. The total intrinsic value of stock options exercised was $22.7 million, $13.9 million and $4.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. The related tax benefits were $5.7 million, $3.3 million and $1.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. Cash received from the exercise of stock options was $4.2 million, $0.6 million and $1.7 million for the years ended December 31, 2021, 2020 and 2019, respectively.

The total compensation expense related to all stock option compensation plans was $2.0 million, $1.8 million and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, there was $2.7 million of total unrecognized compensation cost related to stock options that is expected to be recognized over the weighted-average period of approximately 1.9 years.

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Restricted Stock

Restricted stock awards and restricted stock units primarily cliff vest at the third anniversary from the date of grant, provided the recipient is still employed by the Company on the vesting date. The cost of restricted stock, based on the fair market value of the underlying shares determined using the closing market price on the date of grant, is charged to expense over the respective vesting periods. Shares associated with non-vested restricted stock awards have the same voting rights as the Company’s common stock and have non-forfeitable rights to dividends. Shares associated with non-vested restricted stock units do not have voting or dividend rights.

The following table summarizes restricted stock activity for the year ended December 31, 2021:

	Number of<br>Restricted Shares	Weighted Average<br>Price per Share
	(in millions)
Outstanding and non-vested, at December 31, 2020	0.2	$	26.18
Granted	0.1	42.59
Vested	(0.1)	23.95
Forfeited	—	30.06
Outstanding and non-vested, at December 31, 2021	0.2	$	32.15

The total grant-date fair value of restricted stock that vested in the years ended December 31, 2021, 2020 and 2019 was $1.9 million, $1.7 million and $1.1 million, respectively.

The total compensation expense related to all restricted stock compensation plans was $2.6 million, $2.5 million and $2.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, there was $2.7 million of total unrecognized compensation cost related to restricted stock that is expected to be recognized over the weighted-average period of approximately 1.9 years.

Performance Awards

In each of the three years in the period ended December 31, 2021, the Company granted performance-based restricted stock unit awards (“PSUs”) to certain executives and other non-executive officers. Performance targets associated with PSUs are set annually and approved by the CBC. At the Company’s discretion, actual payment of the awards earned shall be in cash or in common stock of the Company, or in a combination of both. The Company intends to settle all such awards by issuing shares of its common stock. The number of shares of common stock that the Company may issue in connection with these PSUs can range from 0% to 200% of target, depending upon achievement against the performance targets. Shares associated with non-vested PSUs do not have voting or dividend rights until issuance. The Company assesses the probability of vesting, based on expected achievement against these performance targets, on a quarterly basis.

The cost of PSUs, based on their fair market value determined using the closing market price on the date of grant, is charged to expense over the respective vesting periods, which is the three-year period ended December 31, 2021 for the 2019 grants, the three-year period ended December 31, 2022 for the 2020 grants and the three-year period ended December 31, 2023 for the 2021 grants.

The PSUs granted in 2021 have a three-year performance period ending December 31, 2023, in which the Company must achieve a certain cumulative EPS from continuing operations and a certain average return on invested capital (“ROIC”), which are performance conditions per ASC 718, Compensation — Stock Compensation. If earned, these shares would vest on December 31, 2023.

The PSUs granted in 2020 have a three-year performance period ending December 31, 2022, in which the Company must achieve a certain cumulative EPS from continuing operations and a certain average ROIC, which are performance conditions per ASC 718. If earned, these shares would vest on December 31, 2022.

The PSUs granted in 2019 had a three-year performance period ending December 31, 2021, in which a certain cumulative EPS from continuing operations and a certain average ROIC was targeted. The PSUs granted in 2019 became fully vested on December 31, 2021. Based on the achievement against targets over the three-year performance period, 94% of the target shares were earned. The underlying shares will be issued to participants in the first quarter of 2022.

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

The total grant-date fair value of PSUs that vested in the years ended December 31, 2021, 2020 and 2019 was $2.6 million, $5.4 million and $3.8 million, respectively.

Compensation expense included in the Consolidated Statements of Operations for the PSUs in the years ended December 31, 2021, 2020 and 2019 was $3.0 million, $4.1 million and $4.7 million, respectively. As of December 31, 2021, there was $4.3 million of total unrecognized compensation cost related to PSUs that is expected to be recognized over the weighted-average period of approximately 1.9 years.

The following table summarizes PSU activity for the year ended December 31, 2021:

	Number of PSUs	Weighted Average Price per Share
	(in millions)
Outstanding and non-vested, at December 31, 2020	0.2	$	27.60
Granted	0.1	42.86
Vested	(0.1)	27.29
Forfeited	—	29.34
Outstanding and non-vested, at December 31, 2021	0.2	$	34.87

NOTE 16 — STOCKHOLDERS’ EQUITY

The Company’s Board of Directors (the “Board”) has the authority to issue 90.0 million shares of common stock at a par value of $1 per share. The holders of common stock (i) may receive dividends subject to all of the rights of the holders of preference stock, (ii) shall be entitled to share ratably upon any liquidation of the Company in the assets of the Company, if any, remaining after payment in full to the holders of preference stock and (iii) receive one vote for each common share held and shall vote together share for share with the holders of voting shares of preference stock as one class for the election of directors and for all other purposes. The Company had 68.9 million and 67.8 million common shares issued as of December 31, 2021 and 2020, respectively. Of those amounts, 60.9 million and 60.5 million common shares were outstanding as of December 31, 2021 and 2020, respectively.

The Board is also authorized to provide for the issuance of 0.8 million shares of preference stock at a par value of $1 per share. The authority of the Board includes, but is not limited to, the determination of the dividend rate, voting rights, conversion and redemption features and liquidation preferences. The Company has not designated or issued any preference stock as of December 31, 2021.

Dividends

The Company declared and paid dividends totaling $22.0 million, $19.4 million and $19.3 million during 2021, 2020 and 2019, respectively.

On February 18, 2022, the Board declared a quarterly cash dividend of $0.09 per common share payable on April 1, 2022 to stockholders of record at the close of business on March 18, 2022.

Stock Repurchase Program

In November 2014, the Board authorized a stock repurchase program of up to $75.0 million of the Company’s common stock. In March 2020, the Board authorized an additional stock repurchase program of up to $75.0 million of the Company’s common stock. The March 2020 stock repurchase program supplements the Board’s prior authorization under the November 2014 stock repurchase program, which remains in effect.

The stock repurchase programs are intended primarily to facilitate opportunistic purchases of Company stock as a means to provide cash returns to stockholders, enhance stockholder returns and manage the Company’s capital structure. Under its stock repurchase programs, the Company is authorized to repurchase, from time to time, shares of its outstanding common stock in the open market or through privately negotiated transactions. Stock repurchases by the Company are subject to market conditions and other factors and may be commenced, suspended or discontinued at any time.

During the year ended December 31, 2021, the Company repurchased 361,804 shares for a total of $15.4 million under the stock repurchase program. During the year ended December 31, 2020, the Company repurchased 498,217 shares for a total of

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

$13.7 million under the stock repurchase program. During the year ended December 31, 2019, the Company repurchased 48,409 shares for a total of $1.0 million under the stock repurchase program.

Accumulated Other Comprehensive Loss

The following tables summarize the changes in each component of Accumulated other comprehensive loss, net of tax:

(in millions) (a)	Actuarial Losses (b)		Prior Service Costs		Foreign<br>Currency Translation		Interest Rate Swaps		Total
Balance at January 1, 2021	$	(88.2)	$	(2.6)	$	1.3	$	(2.2)	$	(91.7)
Other comprehensive income (loss) before reclassifications	9.1		—		(4.7)		1.0		5.4
Amounts reclassified from accumulated other comprehensive loss	11.2		0.2		—		0.7		12.1
Net current-period other comprehensive income (loss)	20.3		0.2		(4.7)		1.7		17.5
Balance at December 31, 2021	$	(67.9)	$	(2.4)	$	(3.4)	$	(0.5)	$	(74.2)

(a) Amounts in parentheses indicate losses.

(b) During the year ended December 31, 2021, the Company reclassified $10.3 million of actuarial losses from Accumulated other comprehensive loss to Pension settlement charges on the Consolidated Statements of Operations, in connection with the purchase of a group annuity contract from an insurance company. See Note 11 - Pension and Other Post-Employment Plans for further discussion.

(in millions) (a)	Actuarial Losses		Prior Service Costs		Foreign<br>Currency Translation		Interest Rate Swaps		Total
Balance at January 1, 2020	$	(80.4)	$	(2.4)	$	(7.1)	$	0.8	$	(89.1)
Other comprehensive (loss) income before reclassifications	(10.6)		(0.3)		8.4		(3.3)		(5.8)
Amounts reclassified from accumulated other comprehensive loss	2.8		0.1		—		0.3		3.2
Net current-period other comprehensive (loss) income	(7.8)		(0.2)		8.4		(3.0)		(2.6)
Balance at December 31, 2020	$	(88.2)	$	(2.6)	$	1.3	$	(2.2)	$	(91.7)

(a) Amounts in parentheses indicate losses.

The following table summarizes the amounts reclassified from Accumulated other comprehensive loss, net of tax, and the affected line item in the Consolidated Statements of Operations:

Details about Accumulated Other Comprehensive Loss Components		Amount Reclassified from Accumulated Other Comprehensive Loss					Affected Line Item in Consolidated Statements of Operations
	For the Years Ended December 31,
	2021			2020
		(in millions) (a)
Amortization of actuarial losses of defined benefit pension plans		$	(4.7)		$	(3.7)	Other (income) expense, net
Recognition of actuarial losses associated with pension settlement		(10.3)			—		Pension settlement charges
Amortization of prior service costs of defined benefit pension plans		(0.2)			(0.1)		Other (income) expense, net
Interest rate swaps		(0.9)			(0.4)		Interest expense
Total before tax		(16.1)			(4.2)
Income tax benefit		4.0			1.0		Income tax expense
Total reclassifications for the period, net of tax		$	(12.1)		$	(3.2)

(a) Amount in parentheses indicate expenses on the Consolidated Statements of Operations.

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

NOTE 17 — SEGMENT INFORMATION

The Company has two reportable segments. Business units are organized under each reportable segment because they share certain characteristics, such as technology, marketing, distribution and product application, which create long-term synergies. The principal activities of the Company’s reportable segments are as follows:

Environmental Solutions — Our Environmental Solutions Group is a leading manufacturer and supplier of a full range of street sweepers, sewer cleaners, industrial vacuum loaders, safe-digging trucks, high-performance waterblasting equipment, road-marking and line-removal equipment, dump truck bodies, trailers, and metal extraction support equipment. The Group manufactures vehicles and equipment in the U.S. and Canada that are sold under the Elgin®, Vactor®, Guzzler®, TRUVAC®, WestechTM, Jetstream®, Mark Rite Lines, Ox Bodies®, Crysteel®, J-Craft®, Duraclass®, Rugby®, Travis®, OSW, NTE, WTB, Ground Force, Bucks® and Switch-N-Go® brand names. Product offerings also include certain products manufactured by other companies, such as refuse and recycling collection vehicles, camera systems, ice resurfacing equipment and snow-removal equipment. Products are sold to both municipal and industrial customers either through a dealer network or direct sales to service customers generally depending on the type and geographic location of the customer. In addition to vehicle and equipment sales, the Group also engages in the sale of parts, service and repair, equipment rentals and training as part of a comprehensive aftermarket offering to its current and potential customers through its service centers located across North America. Our Environmental Solutions Group includes the aggregated results of two operating segments, including TBEI.

In addition, as discussed in Note 2 – Acquisitions, the Company completed the acquisitions of OSW, Ground Force and Deist during the year ended December 31, 2021. The assets and liabilities of OSW, Ground Force and Deist have been consolidated into the Consolidated Balance Sheet as of December 31, 2021, while the post-acquisition results of operations of OSW and Ground Force have been included in the Consolidated Statements of Operations subsequent to their respective closing dates, within the Environmental Solutions Group. Given the proximity of the completion of the Deist acquisition to December 31, 2021, its post-acquisition results of operations were immaterial to the year ended December 31, 2021. The Company is in the process of determining the impact, if any, that the acquisitions completed in 2021 may have on its reportable segments.

Safety and Security Systems — Our Safety and Security Systems Group is a leading manufacturer and supplier of comprehensive systems and products that law enforcement, fire rescue, emergency medical services, campuses, military facilities and industrial sites use to protect people and property. Offerings include systems for community alerting, emergency vehicles, first responder interoperable communications and industrial communications. Specific products include public safety equipment, such as vehicle lightbars and sirens, industrial signaling equipment, public warning systems and general alarm/public address systems. Products are sold under the Federal SignalTM, Federal Signal VAMA®, and Victor® brand names. The Group operates manufacturing facilities in the U.S., Europe and South Africa.

Corporate contains those items that are not included in our reportable segments.

Net sales by reportable segment reflect sales of products and services to external customers, as reported in the Company’s Consolidated Statements of Operations. Intersegment sales are insignificant. The Company evaluates performance based on operating income of the respective segment. Operating income includes all revenues, costs and expenses directly related to the segment involved. In determining reportable segment income, neither corporate nor interest expenses are included. Reportable segment depreciation and amortization expense, identifiable assets and capital expenditures relate to those assets that are utilized by the respective reportable segment. Corporate assets consist principally of cash and cash equivalents, deferred tax assets and fixed assets. The accounting policies of each reportable segment are the same as those described in Note 1 – Summary of Significant Accounting Policies.

Revenues attributed to customers located outside of the U.S. aggregated to $286.4 million in 2021, $258.6 million in 2020 and $268.5 million in 2019, of which sales exported from the U.S. aggregated to $77.0 million, $69.7 million and $72.8 million, respectively.

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

The following table summarizes the Company’s continuing operations by segment, including net sales, operating income, depreciation and amortization, total assets and capital expenditures:

	For the Years Ended December 31,
(in millions)	2021		2020		2019
Net sales:
Environmental Solutions	$	1,004.0	$	915.8	$	992.9
Safety and Security Systems	209.2		215.0		228.4
Total net sales	$	1,213.2	$	1,130.8	$	1,221.3
Operating income:
Environmental Solutions	$	120.5	$	124.3	$	139.4
Safety and Security Systems	32.7		35.5		38.6
Corporate and eliminations	(22.5)		(28.4)		(30.9)
Total operating income	130.7		131.4		147.1
Interest expense	4.5		5.7		7.9
Pension settlement charges	10.3		—		—
Other (income) expense, net	(1.7)		1.1		0.6
Income before income taxes	$	117.6	$	124.6	$	138.6
Depreciation and amortization:
Environmental Solutions	$	46.7	$	41.3	$	38.1
Safety and Security Systems	3.6		3.4		3.3
Corporate	0.1		0.1		0.1
Total depreciation and amortization	$	50.4	$	44.8	$	41.5
Total assets:
Environmental Solutions	$	1,098.2	$	926.8	$	908.1
Safety and Security Systems	226.9		225.5		222.6
Corporate and eliminations	41.0		56.3		34.5
Total assets of continuing operations	1,366.1		1,208.6		1,165.2
Total assets of discontinued operations	—		0.2		0.3
Total assets	$	1,366.1	$	1,208.8	$	1,165.5
Capital expenditures:
Environmental Solutions	$	34.3	$	24.4	$	31.6
Safety and Security Systems	2.8		4.1		2.7
Corporate	0.3		1.2		1.1
Total capital expenditures	$	37.4	$	29.7	$	35.4

The following table summarizes net sales by geographic region based on the location of the end-customer:

	For the Years Ended December 31,
(in millions)	2021		2020		2019
Net sales:
U.S.	$	926.8	$	872.2	$	952.8
Canada	192.4		160.5		169.0
Europe/Other	94.0		98.1		99.5
Total net sales	$	1,213.2	$	1,130.8	$	1,221.3

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

The following table summarizes long-lived assets by geographic region based on the location of the Company’s subsidiaries:

(in millions)	2021		2020		2019
Long-lived assets:
U.S.	$	219.9	$	177.4	$	168.3
Canada	56.3		60.4		62.7
Europe/Other	3.9		4.3		3.9
Total long-lived assets	$	280.1	$	242.1	$	234.9

NOTE 18 — FAIR VALUE MEASUREMENTS

The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about valuation based on the best information available in the circumstances. The three levels of inputs are classified as follows:

•Level 1 — quoted prices in active markets for identical assets or liabilities;

•Level 2 — observable inputs, other than quoted prices included in Level 1, such as quoted prices for markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and

•Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. The valuation methodologies used for the Company’s assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below:

Cash Equivalents

Cash equivalents primarily consist of time-based deposits and interest-bearing instruments with maturities of three months or less. The Company classified cash equivalents as Level 1 due to the short-term nature of these instruments and measured the fair value based on quoted prices in active markets for identical assets.

Interest Rate Swaps

As described in Note 9 – Debt, the Company may, from time to time, execute interest rate swaps as a means of fixing the floating interest rate component on a portion of its floating-rate debt. The Company classifies its interest rate swaps as Level 2 due to the use of a discounted cash flow model based on the terms of the contract and the interest rate curve (Level 2 inputs) to calculate the fair value of the swaps.

Contingent Consideration

As further described in Note 2 – Acquisitions, the Company has contingent obligations to transfer up to $15.5 million and $7.5 million to the former owners of MRL and Deist, respectively, if specified financial results are met over future reporting periods (i.e., an earn-out).

Liabilities for contingent consideration are measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration transferred. Subsequent changes in fair value are included as a component of Acquisition and integration-related (benefits) expenses on the Consolidated Statements of Operations.

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

The Company uses an income approach to value the contingent consideration obligation based on the present value of risk-adjusted future cash flows under either a scenario-based or option-pricing method, as appropriate. Due to the lack of relevant observable market data over fair value inputs, such as prospective financial information or probabilities of future events, the Company has classified the contingent consideration liability within Level 3 of the fair value hierarchy outlined in ASC 820, Fair Value Measurements.

The following tables summarize the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020:

	Fair Value Measurement at December 31, 2021 Using
(in millions)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	0.1	$	—	$	—	$	0.1
Liabilities:
Contingent consideration	—		—		2.7		2.7
Interest rate swaps	—		0.7		—		0.7		Fair Value Measurement at December 31, 2020 Using
---	---	---	---	---	---	---	---	---
(in millions)	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	33.1	$	—	$	—	$	33.1
Liabilities:
Contingent consideration	—		—		4.2		4.2
Interest rate swaps	—		3.0		—		3.0

The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the years ended December 31, 2021 and 2020:

(in millions)	2021		2020
Contingent consideration liability, at January 1	$	4.2	$	4.3
Issuance of contingent consideration in connection with acquisitions	2.0		—
Total gains included in earnings (a)	(3.5)		(0.1)
Contingent consideration liability, at December 31	$	2.7	$	4.2

(a) Included as a component of Acquisition and integration-related (benefits) expenses on the Consolidated Statements of Operations.

NOTE 19 — NEW ACCOUNTING PRONOUNCEMENTS (ISSUED BUT NOT YET ADOPTED)

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Liabilities from Contracts with Customers, which requires companies to recognize and measure customer contract assets and contract liabilities acquired in a business combination as if the acquiring company originated the related revenue contracts. Prior to adopting this ASU, acquired contract assets and liabilities were measured at fair value. This ASU is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. The Company is evaluating the timing and effects of adopting this ASU and currently does not expect this ASU to have a material impact on its consolidated financial statements.

No other new accounting pronouncements issued, but not yet adopted, are expected to have a material impact on the Company’s results of operations, financial position or cash flow.

NOTE 20 — SUBSEQUENT EVENTS

On February 16, 2022, the Company completed the acquisition of its University Park, Illinois manufacturing facility for approximately $28 million. The Company had previously leased the facility under a lease that was due to expire at the end of June 2023.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

(a)Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act Rule 13a-15(e)) as of December 31, 2021.

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2021.

(b)Management’s Annual Report on Internal Control over Financial Reporting and Attestation Report of the Registered Public Accounting Firm

The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Management conducted an assessment of the Company’s internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on the assessment, management concluded that, as of December 31, 2021, the Company’s internal control over financial reporting is effective.

During the year ended December 31, 2021, the Company completed the acquisitions of OSW and substantially all the assets and operations of Ground Force and Deist, as discussed in Note 2 – Acquisitions to the accompanying consolidated financial statements. Management has excluded the internal controls over financial reporting for the acquired operations from its assessment of the effectiveness of internal controls over financial reporting as of December 31, 2021. The combined net sales and total assets for these acquisitions (excluding lease-related assets, goodwill and intangible assets, which were integrated into the Company’s control environment) represent approximately 4% of the consolidated financial statement amounts as of, and for the year ended, December 31, 2021.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued its report, included herein, on the effectiveness of the Company’s internal control over financial reporting. See “Report of Independent Registered Public Accounting Firm” under Item 8 of Part II of this Form 10-K.

(c)Changes in Internal Control over Financial Reporting

From time to time, the Company may make changes aimed at enhancing the effectiveness of the controls and to ensure that the systems evolve with the business. There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

On March 1, 2022, the Company issued a press release announcing its financial results for the three months and year ended December 31, 2021. The presentation slides for the 2021 fourth quarter earnings call were also posted on the Company’s website at that time. The full text of the press release and earnings presentation is included as Exhibits 99.1 and 99.2, respectively, to this Form 10-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

A list of our executive officers and biographical information appears in Item 1 of Part I of this Form 10-K. Information regarding directors and nominees for directors is set forth in the Company’s definitive proxy statement for its 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Information regarding the (i) Audit Committee, (ii) Nominating and Governance Committee and (iii) Compensation and Benefits Committee of the Company’s Board of Directors is set forth in the Company’s 2022 definitive proxy statement under the caption “Information Concerning the Board” and is incorporated herein by reference.

The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. This code of ethics and the Company’s corporate governance policies are posted on the Company’s website at www.federalsignal.com. The Company intends to satisfy its disclosure requirements regarding amendments to or waivers from its code of ethics by posting such information on this website. The charters of the (i) Audit Committee, (ii) Nominating and Governance Committee and (iii) Compensation and Benefits Committee of the Company’s Board of Directors are available on the Company’s website and are also available in print free of charge.

Item 11. Executive Compensation.

The information contained under the captions “Information Concerning the Board”, “Compensation Committee Interlocks and Insider Participation”, “Compensation Discussion and Analysis”, “Compensation and Benefits Committee Report” and “Executive Compensation” of the Company’s 2022 definitive proxy statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information regarding security ownership of (i) certain beneficial owners, (ii) all directors and nominees, (iii) named executive officers and (iv) directors and executive officers as a group is set forth in the Company’s 2022 definitive proxy statement under the caption “Ownership of Our Common Stock” and is incorporated herein by reference. Information regarding our equity compensation plans is set forth in the Company’s 2022 definitive proxy statement under the caption “Equity Compensation Plan Information” and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Information regarding certain relationships is hereby incorporated by reference from the Company’s 2022 definitive proxy statement under the headings “Information Concerning the Board” and “Certain Relationships and Related Party Transactions.”

Item 14. Principal Accountant Fees and Services.

Information regarding principal accountant fees and services is incorporated by reference from the Company’s 2022 definitive proxy statement under the heading “Independent Registered Public Accounting Firm Fees and Services.”

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

1.Financial Statements

The following consolidated financial statements of the Company and the “Report of the Independent Registered Public Accounting Firm” contained under Item 8 of Part II this Form 10-K are incorporated herein by reference:

(a)Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019;

(b)Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019;

(c)Consolidated Balance Sheets as of December 31, 2021 and 2020;

(d)Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019;

(e)Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019; and

(f)Notes to Consolidated Financial Statements.

2.Financial Statement Schedules

Schedule II — Valuation and Qualifying Accounts of the Company for the three years ended December 31, 2021 is filed as a part of this Annual Report in response to Item 15(a)(2):

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted.

3.Exhibits

See Exhibit Index.

Item 16. Form 10-K Summary.

None.

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SCHEDULE II

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

Valuation and Qualifying Accounts

For the years ended December 31, 2021, 2020 and 2019

			Additions
(in millions)	Balance at<br>Beginning<br>of Year		Charged to<br>Costs and<br>Expenses		Charged to<br><br>Other<br><br>Accounts(a)		Deductions(b)		Balance<br>at End<br>of Year
Allowance for doubtful accounts:
Year Ended December 31, 2021	$	2.9	$	0.3	$	—	$	(1.1)	$	2.1
Year Ended December 31, 2020	2.4		2.4		—		(1.9)		2.9
Year Ended December 31, 2019	1.6		1.9		—		(1.1)		2.4
Income tax valuation allowances:
Year Ended December 31, 2021	$	8.8	$	(3.6)	$	(0.1)	$	—	$	5.1
Year Ended December 31, 2020	8.2		0.1		0.5		—		8.8
Year Ended December 31, 2019	9.4		(0.8)		(0.4)		—		8.2

(a) Represents amounts recognized in Accumulated other comprehensive loss and other adjustments that had no net impact on Income tax expense in the year.

(b) Represents amounts written off, net of related recoveries.

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EXHIBIT INDEX

The following exhibits, other than those incorporated by reference, have been included in the Company’s Form 10-K filed with the Securities and Exchange Commission.

Exhibit Number		Description
3.	a.	Restated Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed April 30, 2010.
	b.	Amended and Restated By-Laws of the Company. Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed February 9, 2016.
4.	a.	Description of Securities. Incorporated by reference to Exhibit 4.a to the Company’s Form 10-K for the year ended December 31, 2019.
10.	a. *	Supplemental Pension Plan. Incorporated by reference to Exhibit 10.C to the Company’s Form 10-K for the year ended December 31, 1995.
	b. *	Executive Disability, Survivor and Retirement Plan. Incorporated by reference to Exhibit 10.D to the Company’s Form 10-K for the year ended December 31, 1995.
	c. *	Savings Restoration Plan, as amended and restated January 1, 2007. Incorporated by reference to Exhibit 10.FF to the Company’s Form 10-K for the year ended December 31, 2008.
	d. *	First Amendment of the Federal Signal Corporation Savings Restoration Plan. Incorporated by reference to Exhibit 10.MM to the Company’s Form 10-K for the year ended December 31, 2008.
	e. *	Second Amendment to Federal Signal Corporation Savings Restoration Plan. Incorporated by reference to Exhibit 10.NN to the Company’s Form 10-K for the year ended December 31, 2008.
	f. *	Third Amendment to Federal Signal Corporation Savings Restoration Plan. Incorporated by reference to Exhibit 10.OO to the Company’s Form 10-K for the year ended December 31, 2008.
	g. *	Executive General Severance Plan, as amended and restated August 2012. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2012.
	h. *	Form of 2008 Executive Change-In-Control Severance Agreement (Tier 1) with certain executive officers. Incorporated by reference to Exhibit 10.HH to the Company’s Form 10-K for the year ended December 31, 2008.
	i. *	Form of 2008 Executive Change-In-Control Severance Agreement (Tier 2) with certain executive officers. Incorporated by reference to Exhibit 10.II to the Company’s Form 10-K for the year ended December 31, 2008.
	j. *	Form of 2010 Executive Change-In-Control Severance Agreement with certain executive officers (Tier 1). Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2010.
	k. *	Form of 2010 Executive Change-In-Control Severance Agreement with certain executive officers (Tier 2).
	l. *	Federal Signal Corporation Executive Incentive Performance Plan, as amended and restated. Incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement filed on Schedule 14A filed March 25, 2010.
	m. *	Form of Nonqualified Stock Option Award Agreement - U.S. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2015.
	n. *	Form of Nonqualified Stock Option Award Agreement - Non-U.S. Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2015.
	o. *	Form of Nonqualified Stock Option Award Agreement - U.S. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2015.
	p. *	Form of Nonqualified Stock Option Award Agreement. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2016.
	q. *	Form of Nonqualified Stock Option Award Agreement. Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended June 30, 2017.
	r. *	Form of Performance Share Unit Award Agreement - Non-U.S. Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2017.
	s. *	Form of Performance Share Unit Award Agreement - U.S. Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended June 30, 2017.
	t. *	Form of Restricted Stock Award Agreement - U.S. Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended June 30, 2017.
	u. *	Form of Restricted Stock Unit Award Agreement - Non-U.S. Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q for the quarter ended June 30, 2017.
	v. *	Federal Signal Corporation 2015 Executive Incentive Compensation Plan. Incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement filed on Schedule 14A filed March 18, 2015.

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w. *	Form of Director Distribution Election. Incorporated by reference to Exhibit 10.s to the Company’s Form 10-K for the year ended December 31, 2015.
x.	Asset and Share Purchase Agreement, dated as of February 29, 2016, by and among FST Canada Inc., the Company, Joe Johnson Equipment Inc. and the Shareholders of Seller named therein. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed March 3, 2016.
y.	Asset Purchase Agreement, dated as of February 29, 2016, by and among Vactor Manufacturing Inc., the Company, Joe Johnson Equipment (USA) Inc. and the Shareholders of Seller named therein. Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed March 3, 2016.
z. *	Short Term Incentive Bonus Plan. Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2016.
aa. *	Form of Restricted Stock Unit and Dividend Equivalent – Award Agreement (Directors). Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, 2016.
bb.	Joint Issues and Reverse Earn Out Payment Agreement, dated as of June 3, 2016, by and among the Company, FST Canada Inc., Joe Johnson Equipment LLC, Vactor Manufacturing Inc., Joe Johnson Equipment Inc., JJE Limited Partnership, Joe Johnson Equipment (USA) Inc., and the Shareholders of Seller named therein. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed June 3, 2016.
cc. *	Separation Agreement and General Release, effective January 8, 2017, by and among Dennis J. Martin and Federal Signal Corporation. Incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed January 11, 2017.
dd. *	First Amendment to the Federal Signal Corporation 2005 Executive Incentive Compensation Plan (2010 Restatement), dated as of March 26, 2015. Incorporated by reference to Exhibit 10.10 to the Company’s Form 10-Q for the quarter ended June 30, 2017.
ee. *	Second Amendment to the Federal Signal Corporation 2005 Executive Incentive Compensation Plan (2010 Restatement), dated as of July 24, 2017. Incorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q for the quarter ended June 30, 2017.
ff. *	First Amendment to the Federal Signal Corporation Executive Incentive Performance Plan, as amended and restated, dated as of July 24, 2017. Incorporated by reference to Exhibit 10.12 to the Company’s Form 10-Q for the quarter ended June 30, 2017.
gg. *	First Amendment to the Federal Signal Corporation 2015 Executive Incentive Compensation Plan dated as of July 24, 2017. Incorporated by reference to Exhibit 10.13 to the Company’s Form 10-Q for the quarter ended June 30, 2017.
hh. *	Employment Letter executed December 15, 2017, between Federal Signal Corporation and Mark D. Weber. Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed December 19, 2017.
ii.*	Form of Nonqualified Stock Option Award Agreement. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2018.
jj.*	Form of Performance Share Unit Award Agreement - Non-U.S. Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2018.
kk.*	Form of Performance Share Unit Award Agreement - U.S. Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended June 30, 2018.
ll.*	Form of Restricted Stock Award Agreement - U.S. Incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended June 30, 2018.
mm.*	Form of Restricted Stock Unit Award Agreement - Non-U.S. Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2018.
nn.	Second Amended and Restated Credit Agreement, dated as of July 30, 2019, by and among the Company, and certain of its foreign subsidiaries, as Borrowers, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, JPMorgan Chase Bank, as syndication agent, KeyBank National Association, PNC Bank, National Association and SunTrust Bank, as documentation agents, Wells Fargo Securities, LLC and JP Morgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, and the other parties thereto. Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2019.
oo.*	Fourth Amendment to Federal Signal Corporation Savings Restoration Plan, effective as of March 31, 2016. Incorporated by reference to Exhibit 10.zz to the Company’s Form 10-K for the year ended December 31, 2019.
pp.*	Fifth Amendment to Federal Signal Corporation Savings Restoration Plan, effective as of January 1, 2018. Incorporated by reference to Exhibit 10.aaa to the Company’s Form 10-K for the year ended December 31, 2019.
qq.*	Sixth Amendment to Federal Signal Corporation Savings Restoration Plan, effective as of January 1, 2019. Incorporated by reference to Exhibit 10.bbb to the Company’s Form 10-K for the year ended December 31, 2019.

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	rr.*	Seventh Amendment to Federal Signal Corporation Savings Restoration Plan, effective as of January 1, 2020. Incorporated by reference to Exhibit 10.ccc to the Company’s Form 10-K for the year ended December 31, 2019.
	ss.*	S econd Amendment to the Federal Signal Corporation 2015 Executive Incentive Compensation Plan Incorporated by re ference to Appendix B to the Company ’s Definitive Proxy Sta t ement filed on Schedul e 14A filed on March 17, 2021 .
	tt.*	Eighth Amendment to Federal Signal Corporation Savings Restoration Plan, effective as of January 1, 202 1 . Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the period ended September 3 0 , 20 2 1 .
	uu.	P urchase and S ale Agreement ,dated as of Sept emberhttps://www.sec.gov/Archives/edgar/data/277509/000027750921000041/purchaseandsaleagreement.htm22 , 2021. Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the period ended September 30, 2021.
	vv.	F irst Amendment t o S econd Amended and Restated Credit Agreement, dated as of December 23 , 20 21 , by and among the Company, and certain of its foreign subsidiaries, as Borrowers, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, JPMorgan Chase Bank, as syndication agent, KeyBank National Association, PNC Bank, National Association and SunTrust Bank, as documentation agents, Wells Fargo Securities, LLC and JP Morgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, and the other parties thereto.
	ww.	Purchase and Sale Agreement, dated as of February 1, 2022.
	xx.*	Federal Signal Corporation Retirement Savings Plan, as amended and restated effective as of January 1, 2020.
	yy.*	First Amendment to the Federal Signal Corporation Retirement Savings Plan, as amended and restated as of January 1, 2020.
	zz.*	Second Amendment to the Federal Signal Corporation Retirement Savings Plan, as amended and restated as of January 1, 2020.
14.		Code of Ethics for Chief Executive Officer and Senior Financial Officers, as amended. Incorporated by reference to Exhibit 14 to the Company’s Form 10-K for the year ended December 31, 2003.
21.		Subsidiaries of the Registrant.
23.		Consent of Independent Registered Public Accounting Firm.
31.1		CEO Certification under Section 302 of the Sarbanes-Oxley Act.
31.2		CFO Certification under Section 302 of the Sarbanes-Oxley Act.
32.1		CEO Certification of Periodic Report under Section 906 of the Sarbanes-Oxley Act.
32.2		CFO Certification of Periodic Report under Section 906 of the Sarbanes-Oxley Act.
99.1		Fourth Quarter Financial Results Press Release dated March 1, 2022.
99.2		Fourth Quarter Earnings Call Presentation Slides.
101.INS		XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(a)(3) of Form 10-K.

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Signatures

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FEDERAL SIGNAL CORPORATION
By:	/s/ Jennifer L. Sherman
	Jennifer L. Sherman
	President and Chief Executive Officer<br>(Principal Executive Officer)

Date: March 1, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities indicated, as of March 1, 2022.

/s/ Jennifer L. Sherman	President, Chief Executive<br>Officer and Director<br>(Principal Executive Officer)
Jennifer L. Sherman
/s/ Ian A. Hudson	Senior Vice President, Chief Financial Officer<br>(Principal Financial Officer)
Ian A. Hudson
/s/ Lauren B. Elting	Vice President, Corporate Controller<br>(Principal Accounting Officer)
Lauren B. Elting
/s/ Dennis J. Martin	Chairman and Director
Dennis J. Martin
/s/ Eugene J. Lowe, III	Director
Eugene J. Lowe, III
/s/ Bill Owens	Director
Bill Owens
/s/ Shashank Patel	Director
Shashank Patel
/s/ Brenda L. Reichelderfer	Director
Brenda L. Reichelderfer
/s/ John L. Workman	Director
John L. Workman

cicagreementtier2

Federal Signal Corporation Executive Change-in-Control Severance Agreement Tier 2 THIS EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT is made, entered into, and is effective this __________ day of _____, 20YY (hereinafter referred to as the “Effective Date”), by and between Federal Signal Corporation (the “Company”), a Delaware corporation, and _________________(the “Executive”). This Agreement supersedes any applicable previously existing change-in-control severance agreement between the Company and the Executive. WHEREAS, the Executive is employed by the Company and will develop considerable experience and knowledge of the business and affairs of the Company concerning its policies, methods, personnel, and operations; and WHEREAS, the Company is desirous of assuring insofar as possible, that it will continue to have the benefit of the Executive’s services, and the Executive is desirous of having such assurances; and WHEREAS, the Company recognizes that circumstances may arise in which a Change in Control of the Company occurs, through acquisition or otherwise, thereby causing uncertainty of employment without regard to the Executive’s competence or past contributions. Such uncertainty may result in the loss of the valuable services of the Executive to the detriment of the Company and its shareholders; and WHEREAS, both the Company and the Executive are desirous that any proposal for a Change in Control or acquisition will be considered by the Executive objectively and with reference only to the business interests of the Company and its shareholders; and WHEREAS, the Executive will be in a better position to consider the Company’s best interests if the Executive is afforded reasonable security, as provided in this Agreement, against altered conditions of employment which could result from any such Change in Control or acquisition. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: Article 1. Definitions Wherever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized: (a) “Agreement” means this Executive Change-in-Control Severance Agreement. (b) “Base Salary” means, at any time, the then regular annual rate of pay which the Executive is receiving as annual salary, excluding amounts: (i) received under short-term or long-term incentive or other bonus plans, regardless of whether or not the amounts are deferred, or (ii) designated by the Company as payment toward reimbursement of expenses. (c) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. (d) “Board” means the Board of Directors of the Company. (e) “Cause” shall be determined solely by the Committee in the exercise of good faith and reasonable judgment, and shall mean the occurrence of any one or more of the following: (i) The Executive’s willful and continued failure to substantially perform his duties with the Company (other than any such failure resulting from the Executive’s Disability),

after a written demand for substantial performance is delivered to the Executive that specifically identifies the manner in which the Committee believes that the Executive has not substantially performed his duties, and the Executive has failed to remedy the situation within fifteen (15) business days of such written notice from the Company; or (ii) The Executive’s conviction of a felony; or (iii) The Executive’s willful engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. However, no act or failure to act on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interests of the Company. (f) “Change in Control” of the Company shall mean the occurrence of any one (1) or more of the following events: (i) Any Person (other than the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and any trustee or other fiduciary holding securities under an employee benefit plan of the Company or such proportionately owned corporation), is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; (ii) During any period of not more than twenty-four (24) consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two- thirds (2/3) 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 at least a majority thereof; (iii) The consummation of a merger or consolidation of the Company with any other corporation, other than: (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than forty percent (40%) of the combined voting power of the Company’s then outstanding securities; or (iv) The Company’s stockholders approve a plan or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction or series of transactions having a similar effect). (g) “Code” means the Internal Revenue Code of 1986, as amended. (h) “Committee” means the Compensation and Benefits Committee of the Board of Directors of the Company, or, if no Compensation and Benefits Committee exists, then the full Board of Directors of the Company, or a committee of Board members, as appointed by the full Board to administer this Agreement.

(i) “Company” means Federal Signal Corporation, a Delaware corporation (including any and all subsidiaries), or any successor thereto as provided in Article 9 herein. (j) “Disability” or “Disabled” shall have the meaning ascribed to such term in the Executive’s governing long-term disability plan, or if no such plan exists, means entitled to receive Social Security disability benefits. (k) “Effective Date” means the date this Agreement is approved by the Board, or such other date as the Board shall designate in its resolution approving this Agreement, and as specified in the opening sentence of this Agreement. (l) “Effective Date of Termination” means the date on which a Qualifying Termination occurs, as provided in Section 2.2 herein, which triggers the payment of Severance Benefits hereunder. (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended. (n) “Good Reason” means, without the Executive’s express written consent, the occurrence after a Change in Control of the Company of any one (1) or more of the following, which results in a material negative change in the Executive’s employment relationship with the Company: (i) The assignment of the Executive to duties materially inconsistent with the Executive’s authorities, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an executive and/or officer of the Company, or a material reduction or alteration in the nature or status of the Executive’s authorities, duties, or responsibilities from those in effect as of ninety (90) calendar days prior to the Change in Control, other than an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Executive; (ii) The Company’s requiring the Executive to be based at a location in excess of fifty (50) miles from the location of the Executive’s principal job location or office immediately prior to the Change in Control; except for required travel on the Company’s business to an extent substantially consistent with the Executive’s then present business travel obligations; (iii) A reduction by the Company of the Executive’s Base Salary in effect on the Effective Date hereof, or as the same shall be increased from time to time; (iv) The failure of the Company to continue in effect any of the Company’s short- and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or other compensation arrangements in which the Executive participates unless such failure to continue the plan, policy, practice, or arrangement pertains to all plan participants generally; or the failure by the Company to continue the Executive’s participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants, as existed immediately prior to the Change in Control of the Company; (v) The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement, as contemplated in Article 9 herein; and (vi) A material breach of this Agreement by the Company which is not remedied by the Company within thirty (30) business days of receipt of written notice of such breach delivered by the Executive to the Company.

Unless the Executive becomes Disabled, the Executive’s right to terminate employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness.. Executive must notify the Company within ninety (90) days of the existence of the Good Reason condition, and the Company shall have thirty (30) days to remedy the conditions. (o) “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. (p) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d). (q) “Qualifying Termination” means the Executive’s separation from service (as defined in Section 409A of the Code and the applicable regulations) due to any of the events described in Section 2.2 herein, the occurrence of which triggers the payment of Severance Benefits hereunder. (r) “Severance Benefits” mean the payment of severance compensation as provided in Section 2.3 herein. Article 2. Severance Benefits 2.1 Right to Severance Benefits. The Executive shall be entitled to receive from the Company Severance Benefits as described in Section 2.3 herein, if there has been a Change in Control of the Company and, certain other Severance Benefits, if within twenty-four (24) calendar months thereafter the Executive’s employment with the Company shall end for any reason specified in Section 2.2 herein as being a Qualifying Termination. The Executive shall not be entitled to receive Severance Benefits if he is terminated for Cause, or if his employment with the Company ends due to death, Disability, or a voluntary termination of employment for reasons other than as specified in Section 2.2(b) herein. No Executive shall be entitled to receive duplicative severance benefits under any other Company- related plans or programs if benefits are triggered hereunder. 2.2 Qualifying Termination. The Executive’s separation from service (as defined in Section 409A of the Code and applicable regulations) within twenty-four (24) calendar months after a Change in Control of the Company shall constitute a Qualifying Termination and shall trigger the payment of Severance Benefits to the Executive under this Agreement under the following circumstances: (a) The Company’s involuntary termination of the Executive’s employment without Cause; and (b) The Executive’s voluntary employment termination for Good Reason. For purposes of this Agreement, a Qualifying Termination shall not include a termination of employment by reason of death, Disability, or the Executive’s voluntary termination for reasons other than as specified in Section 2.2(b) herein, or the Company’s involuntary termination for Cause. 2.3 Description of Severance Benefits. In the event the Executive becomes entitled to receive Severance Benefits, as provided in Sections 2.1 and 2.2 herein, the Company shall pay to the Executive and provide him with the following Severance Benefits, subject to the limitations set forth in Section 5.1 herein:

(a) Upon a Qualifying Termination, a lump-sum amount equal to the Executive’s accrued but unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Effective Date of Termination. (b) Upon a Qualifying Termination, a lump-sum amount equal to the Executive’s then current annual target bonus opportunity, established under the annual bonus plan in which the Executive is then participating, for the bonus plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction the numerator of which is the number of full completed months in the year from January 1 through the Effective Date of Termination, and the denominator of which is twelve (12). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan in which the Executive is then participating for the plan year. (c) Upon a Qualifying Termination, a lump-sum amount equal to one and one-half (1.5) multiplied by the sum of the following: (i) the higher of: (A) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (B) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control; and (ii) the Executive’s annual target bonus opportunity established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occurs. (d) Upon a Qualifying Termination, a lump-sum amount equal to one-half (0.5) multiplied by the sum of the following: (i) the higher of: (A) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (B) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control; and (ii) the Executive’s annual target bonus opportunity established under the annual bonus plan in which the Executive is then participating for the bonus plan year in which the Executive’s Effective Date of Termination occurs. Such amount shall be in consideration for the Executive entering into a noncompete agreement as described in Article 4 herein. (e) Upon a Qualifying Termination, vesting and cash-out of any and all outstanding cash- based long-term incentive awards held by the Executive, as granted to the Executive by the Company as a component of the Executive’s compensation. The cash-out shall be in a lump-sum amount equal to the target award level established for each award, multiplied by a fraction the numerator of which is the full number of completed days in the preestablished performance period as of the Effective Date of termination, and the denominator of which is the full number of days in the entire performance period (i.e., typically thirty-six (36) months). This payment will be in lieu of any other payment to be made to the Executive under these long-term performance-based award plans. (f) Upon the occurrence of a Change in Control, an immediate full vesting and lapse of all restrictions on any and all outstanding equity-based long-term incentives, including but not limited to stock options and restricted stock awards held by the Executive. This provision shall override any conflicting language contained in the Executive’s respective award agreements. (g) Upon the occurrence of a Change in Control, the Company shall, as soon as possible, but in no event longer than thirty (30) calendar days following the occurrence of a Change in Control, make an irrevocable contribution to the then current trust in effect for purposes of holding assets to assist the Company in satisfying its liabilities under the Federal Signal Corporation Supplemental Savings and Investment Plan (the “Deferred Compensation Plan”) or successor thereto in an amount that is sufficient (taking into account the trust assets, if any, resulting from prior contributions) to fund

the trust in an amount equal to but no less than one hundred percent (100%) of the amount necessary to pay the Executive the benefits to which such Executive would be entitled pursuant to the terms of the aforementioned Deferred Compensation Plan. (h) Upon a Qualifying Termination, continuation for twenty-four (24) months of the Executive’s medical insurance coverage. The benefit shall be provided by the Company to the Executive beginning immediately upon the Effective Date of Termination. Such benefit shall be provided to the Executive at the same coverage level and cost to the Executive as in effect immediately prior to the Executive’s Effective Date of Termination. Any COBRA health benefit continuation coverage provided to Executive shall run concurrently with the aforementioned twenty-four (24) month period. The value of such medical insurance coverage shall be treated as taxable income to Executive to the extent necessary to comply with Sections 105(h) and 409A of the Code. For purposes of 409A of the Code, any payments of continued health benefits that are made during the applicable COBRA continuation period (even if the Executive does not actually receive COBRA coverage for the entire applicable period), are exempt from the requirements of Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(B). The right to continue coverage beyond the applicable COBRA continuation period is not subject to liquidation or exchange for another benefit. Notwithstanding the above, this medical insurance benefit shall be discontinued prior to the end of the stated continuation period in the event the Executive receives a substantially similar benefit from a subsequent employer, as determined solely by the Committee in good faith. For purposes of enforcing this offset provision, the Executive shall be deemed to have a duty to keep the Company informed as to the terms and conditions of any subsequent employment and any corresponding benefit earned from such employment, and shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same. 2.4 Termination for Total and Permanent Disability. Following a Change in Control, if the Executive’s employment is terminated with the Company due to Disability, the Executive’s benefits shall be determined in accordance with the Company’s retirement, insurance, and other applicable plans and programs then in effect. 2.5 Termination for Death. Following a Change in Control, if the Executive’s employment with the Company is terminated by reason of his death, the Executive’s benefits shall be determined in accordance with the Company’s retirement, survivor’s benefits, insurance, and other applicable programs then in effect. 2.6 Termination for Cause or by the Executive Other Than for Good Reason. Following a Change in Control, if the Executive has a separation from service (as defined in Section 409A of the Code and the applicable regulations) either due to: (i) termination by the Company for Cause; or (ii) voluntary termination by the Executive for reasons other than as specified in Section 2.2(b) herein, the Company shall pay the Executive his accrued but unpaid Base Salary at the rate then in effect, accrued vacation, and other items earned by and owed to the Executive through the Executive’s separation from service, plus all other amounts to which the Executive is entitled under any compensation plans of the Company at the time such payments are due, and the Company shall have no further obligations to the Executive under this Agreement. 2.7 Notice of Termination. Any termination of the Executive’s employment by the Company for Cause or by the Executive for Good Reason shall be communicated by Notice of Termination to the other party. Article 3. Form and Timing of Severance Benefits

3.1 Form and Timing of Severance Benefits. The Severance Benefits described in Sections 2.3(a), 2.3(b), 2.3(c), 2.3(d), and 2.3(e) herein shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond ten (10) calendar days from such date. 3.2. Internal Revenue Code Section 409A. The Plan is intended to comply with the American Jobs Creation Act of 2004, Code Section 409A, and related guidance. (a) Notwithstanding anything to the contrary set forth in this Agreement, any Severance Benefits paid (i) within 2-½ months of the end of the Company’s taxable year containing the Executive’s severance from employment, or (ii) within 2-½ months of the Executive’s taxable year containing the severance from employment shall be exempt from the requirements of Section 409A of the Code, and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(a) shall be treated and shall be deemed to be an entitlement to a separate payment within the meaning of Section 409A of the Code and the regulations thereunder. (b) To the extent Severance Benefits are not exempt from Section 409A under Section 3.2(a) above, any Benefits paid in the first 6 months following the Executive’s severance from employment that are equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A- 1(b)(9)(iii)(A)(1) and (2) shall be exempt from Section 409A and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(b) shall be treated and shall be deemed to be an entitlement to a separate payment within the meaning of Section 409A of the Code and the regulations thereunder. (c) To the extent Severance Benefits are not exempt from Section 409A under Sections 3.2(a) or (b) above, any Benefits paid equal to or less than the applicable dollar amount under Section 402(g)(1)(B) of the Code for the year of severance from employment shall be exempt from Section 409A in accordance with Treasury Regulation Section 1.409A-1(b)(9)(v)(D) and shall be paid in accordance with this Article 3. Severance Benefits subject to this Section 3.2(c) shall be treated and shall be deemed to be an entitlement to a separate payment within the meaning of Section 409A of the Code and the regulations thereunder. (d) To the extent Severance Benefits are not exempt from Section 409A pursuant to Sections 3.2(a), (b) or (c) above, and to the extent the Executive is a "specified employee" (as defined below), payments due to the Executive under Section 6 shall begin no sooner than six months after the Executive's severance from employment (other than for Death) ; provided, however, that any payments not made during the six (6) month period described in this Section 3.2(d) due to the 6-month delay period required under Treasury Regulation Section 1.409A-3(i)(2) shall be made in a single lump sum as soon as administratively practicable after the expiration of such six (6) month period, with interest thereon , and the balance of all other payments required under this Agreement shall be made as otherwise scheduled in this Agreement. Notwithstanding anything herein to the contrary, and subject to Code Section 409A, to the extent the following rules should apply to the Executive in connection with payments made hereunder, payment shall not be made or commence as a result of the Executive’s Effective Date of Termination to any Executive who is a key employee (defined below) before the date that is not less than six months after the Executive’s Effective Date of Termination. For this purpose, a key employee includes a “specified employee” (as defined in Code Section 409A(a)(2)(B)) during the entire 12-month period determined by the Company ending with the annual date upon which key employees are identified by the Company, and also including any Executive identified by the Company in good faith with respect to any distribution as belonging to the group of identified key employees, to a maximum of 200 such key employees, regardless of whether such Executive is subsequently determined by the Company, any governmental agency, or a court not to be a key employee. The identification date for determining key employees shall be each December 31 (and the new key employee list shall be updated and effective each subsequent April 1). (e) For purposes of this Section 3.2, any reference to severance of employment or termination of employment shall mean a "separation from service" as defined in Treasury Reg. Section 1.409A-1(h). For purposes of this Agreement, the term "specified employee" shall have the meaning set forth in Treasury Reg. Section 1.409A-1(i). The determination of whether the Executive is a "specified employee" shall be made by the Company in good faith applying the applicable Treasury regulations.

3.3 Withholding of Taxes. The Company shall withhold from any amounts payable under this Agreement all federal, state, city, or other taxes as legally shall be required. Article 4. Noncompetition and Confidentiality In the event of a Change in Control, as provided in Article 1 paragraph (f) herein, the following shall apply: (a) Noncompetition. During the term of this Agreement and, if longer, for a period of eighteen (18) months after the Effective Date of Termination, the Executive shall not: (i) directly or indirectly act in concert or conspire with any person employed by the Company in order to engage in or prepare to engage in or to have a financial or other interest in any business or any activity which he knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on; or (ii) serve as an employee, agent, partner, shareholder, director or consultant for, or in any other capacity participate, engage, or have a financial or other interest in any business or any activity which he knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on (provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive may own up to two percent (2%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934). (b) Confidentiality. The Company has advised the Executive and the Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and effort to the Company. All Protected Information shall remain confidential permanently and no Executive shall at any time, directly or indirectly, divulge, furnish, or make accessible to any person, firm, corporation, association, or other entity (otherwise than as may be required in the regular course of the Executive’s employment with the Company), nor use in any manner, either during the term of employment or after termination, at any time, for any reason, any Protected Information, or cause any such information of the Company to enter the public domain. For purposes of this Agreement, “Protected Information” means trade secrets, confidential and proprietary business information of the Company, and any other information of the Company, including, but not limited to, customer lists (including potential customers), sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing plans, internal policies, and products and services which may be developed from time to time by the Company and its agents or employees, including the Executive; provided, however, that information that is in the public domain (other than as a result of a breach of this Agreement), approved for release by the Company or lawfully obtained from third parties who are not bound by a confidentiality agreement with the Company, is not Protected Information. (c) Nonsolicitation. During the term of this Agreement and, if longer, for a period of eighteen (18) months after the Effective Date of Termination, the Executive shall not employ or retain or solicit for employment or arrange to have any other person, firm, or other entity employ or retain or solicit for employment or otherwise participate in the employment or retention of any person who is an employee or consultant of the Company. (d) Cooperation. Executive agrees to cooperate with the Company and its attorneys in connection with any and all lawsuits, claims, investigations, or similar proceedings that have been or could be asserted at any time arising out of or related in any way to Executive’s employment by the Company or any of its subsidiaries. (e) Nondisparagement. At all times, the Executive agrees not to disparage the Company or otherwise make comments harmful to the Company’s reputation.

(f) Judicial Interpretation. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that any restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply to the maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. (g) Injunctive Relief and Additional Remedy. The Executive acknowledges that the injury that would be suffered by the Company as a result of a breach of the provisions of this Agreement would be irreparable and that an award of monetary damages to the Company for such a breach would be an inadequate remedy. Consequently, the Company will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and the Company will not be obligated to post bond or other security in seeking such relief. Without limiting the Company’s rights under this Article or any other remedies of the Company, if the Executive breaches any of the provisions of this Article, the Company will have the right to recover any amounts paid to the Executive under subsection 2.3(d) of this Agreement. Article 5. Reduction of Severance Benefits in the Event of an Excise Tax Due 5.1 Events Triggering Reduction of Severance Benefits. If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company (in the aggregate, “Total Payments”) would constitute an “excess parachute payment,” such that a golden parachute excise tax is due, the Company will make no additional payments to the Executive to cover the cost of such excise tax (a “Gross-Up Payment”) and the aggregate amount of Severance Payments payable to the Executive under this Agreement, or any other agreement with or plan of the Company, shall be reduced to the largest amount which would both (i) not cause any excise tax to be payable by the Executive, and (ii) not cause any of the Severance Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision thereto). For purposes of this Agreement, the term “excess parachute payment” shall have the meaning assigned to such term in Section 280G of the Code, and the term “excise tax” shall mean the tax imposed on such excess parachute payment pursuant to Sections 280G and 4999 of the Code. 5.2 Procedures in the Event of a Reduction in Severance Benefits. If there is a determination that the Severance Benefits payable to the Executive must be reduced pursuant to Section 5.1, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the amount that must be reduced. The Executive may then elect, at the Executive’s sole discretion, which and how much of the various Severance Benefits shall be eliminated or reduced as long as after the Execuitive’s election the aggregate present value of the Severance Benefits equals the largest amount that would both (i) not cause any excise tax to be payable by the Executive, and (ii) not cause any Severance Payment to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision thereto). The Executive will advise the Company in writing of the Executive’s election under this Section 5.2 within ten (10) days of the Executive’s receipt of the notice under this Section 5.2 from the Company. If no election is made by the Executive within the ten-day period, the Company may election which and how much of the Severance Benefits shall be eliminated or reduced as long as after the Company’s election the aggregate present value of the Severance Payments equals the largest amount that would both (i) not cause any excise tax to be paid by the Executive, and (ii) not cause and Severance Payments to become nondeductible by the Company by reason of Section 289G of the Code (or any successor provision thereof). For purposes of this Section 5.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code. Article 6. The Company’s Payment Obligation

6.1 Payment Obligations Absolute. The Company’s obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Section 2.3(h) herein. 6.2 Contractual Rights to Benefits. This Agreement establishes and vests in the Executive a contractual right to the benefits to which he is entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder, except to the extent provided in Section 2.3(g) herein. Article 7. Term of Agreement This Agreement will commence on the Effective Date and shall continue in effect for three (3) full years. However, at the end of such three (3) year period and, if extended, at the end of each additional year thereafter, the term of this Agreement shall be extended automatically for one (1) additional year, unless either party delivers written notice six (6) months prior to the end of such term, or extended term, stating that the Agreement will not be extended. In such case, the Agreement will terminate at the end of the term, or extended term, then in progress. However, in the event of a Change in Control of the Company, the term of this Agreement shall automatically be extended for two (2) years from the date of the Change in Control. Article 8. Dispute Resolution Any dispute or controversy between the parties arising under or in connection with this Agreement shall be settled by arbitration. The arbitration proceeding shall be conducted before a panel of three (3) arbitrators sitting in a location selected by the Executive within fifty (50) miles from the location of the Executive’s principal place of employment, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the award of the arbitrators in any court having competent jurisdiction. All expenses of such litigation or arbitration, including the reasonable fees and expenses of the legal representative for the Executive, and necessary costs and disbursements incurred as a result of such dispute or legal proceeding, and any prejudgment interest, shall be borne by the Company. Article 9. Successors 9.1 Successors to the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) of all or a significant portion of the assets of the Company by agreement, in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed, this Agreement shall be binding upon any successor in accordance with the operation of law and such successor shall be deemed the “Company” for purposes of this Agreement.

9.2 Assignment by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to him hereunder had he continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s beneficiary designated under the Company’s life insurance plan, or, if there is no such beneficiary, to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate. Article 10. Miscellaneous 10.1 Employment Status. This Agreement is not, and nothing herein shall be deemed to create, an employment contract between the Executive and the Company or any of its subsidiaries. The Executive acknowledges that the rights of the Company remain wholly intact to change or reduce at any time and from time to time his compensation, title, responsibilities, location, and all other aspects of the employment relationship, or to discharge him prior to a Change in Control (subject to such discharge possibly being considered a Qualifying Termination pursuant to Section 2.2). 10.2 Entire Agreement. This Agreement contains the entire understanding of the Company and the Executive with respect to the subject matter hereof. In addition, the payments provided for under this Agreement in the event of the Executive’s termination of employment shall be in lieu of any severance benefits payable under any severance plan, program, or policy of the Company to which he might otherwise be entitled. 10.3 Notices. All notices, requests, demands, and other communications hereunder shall be sufficient if in writing and shall be deemed to have been duly given if delivered by hand or if sent by registered or certified mail to the Executive at the last address he has filed in writing with the Company or, in the case of the Company, at its principal offices. 10.4 Execution in Counterparts. This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. 10.5 Conflicting Agreements. This Agreement completely supersedes any and all prior change-in- control agreements or understandings, oral or written, entered into by and between the Company and the Executive, with respect to the subject matter hereof, and all amendments thereto, in their entirety. Further, the Executive hereby represents and warrants to the Company that his entering into this Agreement, and the obligations and duties undertaken by him hereunder, will not conflict with, constitute a breach of, or otherwise violate the terms of, any other employment or other agreement to which he is a party, except to the extent any such conflict, breach, or violation under any such agreement has been disclosed to the Board in writing in advance of the signing of this Agreement. Notwithstanding any other provisions of this Agreement to the contrary, if there is any inconsistency between the terms and provisions of this Agreement and the terms and provisions of Company-sponsored compensation and welfare plans and programs, the Agreement’s terms and provisions shall completely supersede and replace the conflicting terms of the Company-sponsored compensation and welfare plans and programs, where applicable. 10.6 Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are not part of the provisions hereof and shall have no force and effect. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall have no obligation to make any payment to the Executive hereunder to the extent, but only to the extent, that such payment is prohibited by the terms of any final order of a federal or state court or regulatory agency of

competent jurisdiction; provided, however, that such an order shall not affect, impair, or invalidate any provision of this Agreement not expressly subject to such order. 10.7 Modification. No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by a member of the Board, as applicable, or by the respective parties’ legal representatives or successors. 10.8 Applicable Law. To the extent not preempted by the laws of the United States, the laws of Delaware shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws. IN WITNESS WHEREOF, the parties have executed this Agreement on this _____day of ______, 20YY. ATTEST Federal Signal Corporation ___________________________ By: Brenda Reichelderfer Chair, Compensation Committee of the Board of Directors ___________________________ Executive

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EXECUTION VERSION 1 150558160_4 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 23, 2021, among FEDERAL SIGNAL CORPORATION, a Delaware corporation (“US Borrower”), FST CANADA INC., an Ontario corporation (“FST Canada” and, together with the US Borrower, the “Borrowers”), each of the Lenders (as defined below) party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below. The Borrowers, the lenders party thereto (the “Lenders”), and the Administrative Agent have entered into that certain Second Amended and Restated Credit Agreement, dated as of July 30, 2019 (as amended, restated, supplemented or modified prior to the date hereof, the “Existing Credit Agreement”). The Borrowers have requested, and subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders party hereto have agreed to amend certain provisions of the Credit Agreement as more specifically set forth herein. In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: 1. Amendments. Subject to the terms and conditions set forth herein and the effectiveness of this Amendment in accordance with its terms, the parties hereto agree that: (a) the Existing Credit Agreement is hereby amended, (a) to delete red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and (b) to add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in the conformed copy of the Credit Agreement attached as Annex A hereto; and (b) Exhibits B, D and E to the Credit Agreement are hereby amended in their entirety to read as set forth in the attached Annex B hereto. 2. Conditions to Effectiveness. This Amendment shall be deemed to be effective upon (a) the Administrative Agent receiving counterparts of this Amendment executed by the Administrative Agent, the Lenders and the Borrowers and (b) unless otherwise agreed to by the Administrative Agent, the Administrative Agent being paid or reimbursed for all reasonable fees and out-of-pocket charges and other expenses incurred in connection with this Amendment, including, without limitation, the reasonable documented fees of counsel for the Administrative Agent. 3. Effect of Amendments. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. 4. Representations and Warranties/No Default. By its execution hereof, (a) each Borrower represents and warrants that after giving effect to this Amendment (i) the representations and warranties contained in the Credit Agreement and each other Loan

2 150558160_4 Document (including this Amendment) are true and correct in all material respects on and as of the date hereof (except to the extent that any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true, correct and complete in all respects), other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date (except to the extent that any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true, correct and complete in all respects), and (ii) no Default or Event of Default has occurred and is continuing as of the effective date hereof or will occur after giving effect to this Amendment; and (b) each Borrower hereby certifies, represents and warrants to the Administrative Agent, for the benefit of the Secured Parties, that (a) it is duly authorized to execute and deliver this Amendment, and to perform its obligations under this Amendment; (b) this Amendment has been duly executed and delivered on behalf of its duly authorized representative; (c) this Amendment constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); and (d) its execution, delivery and performance of this Amendment do not violate or constitute a breach of (i) any of its articles of incorporation (or corporate charter or other similar organizational documents) or its bylaws (or similar document), (ii) any material agreement or instrument to which such party is a party, or (iii) any Applicable Law to which it or its properties or operations is subject. 5. Acknowledgment and Consent. By its execution hereof, each Borrower (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which it is a party remain in full force and effect, (c) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting, (d) agrees that this Amendment shall in no manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents and (e) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Person’s obligations under the Loan Documents. 6. Miscellaneous. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery by facsimile or electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Amendment is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter. This Amendment is a Loan Document and is subject to the terms and conditions of the Credit Agreement. This Amendment shall be binding on and inure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns.

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Federal Signal Corporation First Amendment to Second Amended and Restated Credit Agreement Signature Page IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written. BORROWERS: FEDERAL SIGNAL CORPORATION, as US Borrower By: _________________________________________ Name: Title: By: _________________________________________ Name: Title: FST CANADA INC., as a Non-US Borrower By: _________________________________________ Name: Title: [Signature Pages Continue]

Federal Signal Corporation First Amendment to Second Amended and Restated Credit Agreement Signature Page WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and a Lender By: ___________________________________ Name: Title:

Federal Signal Corporation First Amendment to Second Amended and Restated Credit Agreement Signature Page JPMORGAN CHASE BANK, N.A., as a Lender By: ___________________________________ Name: JPMORGAN CHASE BANK, N.A. TORONTO BRANCH, as a Lender By: ___________________________________ Name:

Federal Signal Corporation First Amendment to Second Amended and Restated Credit Agreement Signature Page KEYBANK NATIONAL ASSOCIATION, as a Lender By: ___________________________________ Name: Title:

Federal Signal Corporation First Amendment to Second Amended and Restated Credit Agreement Signature Page PNC BANK, NATIONAL ASSOCIATION, as a Lender By: ___________________________________ Name:

Federal Signal Corporation First Amendment to Second Amended and Restated Credit Agreement Signature Page TRUIST BANK (successor by merger to SunTrust Bank), as a Lender By: ___________________________________ Name:

Federal Signal Corporation First Amendment to Second Amended and Restated Credit Agreement Signature Page U.S. BANK NATIONAL ASSOCIATION, as a Lender By: ___________________________________ Name:

150558160_4 ANNEX A Amended Credit Agreement [See attached]

FINAL VERSION 152003688_8 Published CUSIP Numbers: 31396DAF5 Revolving Credit CUSIP Number: 31396DAG3 $500,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as amended by that certain First Amendment dated as of December 23, 2021) dated as of July 30, 2019, by and among FEDERAL SIGNAL CORPORATION, as US Borrower, FST CANADA INC., as a Non-US Borrower, certain other Foreign Subsidiaries of US Borrower from time to time parties hereto as Non-US Borrowers, the Lenders referred to herein, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender, JPMORGAN CHASE BANK, N.A. as Syndication Agent, KEYBANK NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION and TRUIST BANK as Documentation Agents WELLS FARGO SECURITIES, LLC, and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS Page -i- 152003688_8 ARTICLE I DEFINITIONS ............................................................................................................ 1 Section 1.1 Definitions ............................................................................................................ 1 Section 1.2 Other Definitions and Provisions ........................................................................ 35 Section 1.3 Accounting Terms ............................................................................................... 36 Section 1.4 UCC Terms ......................................................................................................... 36 Section 1.5 Rounding ............................................................................................................. 36 Section 1.6 References to Agreement and Laws ................................................................... 36 Section 1.7 Times of Day ...................................................................................................... 37 Section 1.8 Letter of Credit Amounts .................................................................................... 37 Section 1.9 Guarantees .......................................................................................................... 37 Section 1.10 Covenant Compliance Generally ........................................................................ 37 Section 1.11 Exchange Rates; Currency Equivalents .............................................................. 37 Section 1.12 Change of Currency ............................................................................................ 38 Section 1.13 Limited Condition Acquisitions .......................................................................... 38 Section 1.14 Divisions ............................................................................................................. 39 Section 1.15 Rates ................................................................................................................... 39 ARTICLE II REVOLVING CREDIT FACILITY ......................................................................... 40 Section 2.1 Revolving Credit Loans ...................................................................................... 40 Section 2.2 Swingline Loans ................................................................................................. 40 Section 2.3 Procedure for Advances of Revolving Credit Loans and Swingline Loans........ 42 Section 2.4 Repayment and Prepayment of Revolving Credit and Swingline Loans ............ 43 Section 2.5 Reserved ............................................................................................................. 44 Section 2.6 Termination of Revolving Credit Facility ........................................................... 44 ARTICLE III LETTER OF CREDIT FACILITY ........................................................................... 44 Section 3.1 L/C Facility ......................................................................................................... 44 Section 3.2 Procedure for Issuance of Letters of Credit ........................................................ 45 Section 3.3 Commissions and Other Charges ........................................................................ 46 Section 3.4 L/C Participations ............................................................................................... 46 Section 3.5 Reimbursement Obligation of the US Borrower ................................................ 47 Section 3.6 Obligations Absolute .......................................................................................... 48 Section 3.7 Effect of Letter of Credit Application ................................................................. 49 Section 3.8 Resignation of Issuing Lenders ........................................................................... 49

TABLE OF CONTENTS (continued) Page ii 152003688_8 Section 3.9 Reporting of Letter of Credit Information and L/C Commitment ...................... 49 Section 3.10 Letters of Credit Issued for Subsidiaries ............................................................. 50 ARTICLE IV RESERVED .............................................................................................................. 50 ARTICLE V GENERAL LOAN PROVISIONS ............................................................................ 50 Section 5.1 Interest ................................................................................................................ 50 Section 5.2 Notice and Manner of Conversion or Continuation of Loans ............................. 51 Section 5.3 Fees ..................................................................................................................... 52 Section 5.4 Manner of Payment ............................................................................................. 52 Section 5.5 Evidence of Indebtedness ................................................................................... 53 Section 5.6 Sharing of Payments by Lenders ........................................................................ 54 Section 5.7 Administrative Agent’s Clawback ...................................................................... 54 Section 5.8 Changed Circumstances ...................................................................................... 55 Section 5.9 Indemnity ............................................................................................................ 57 Section 5.10 Increased Costs ................................................................................................... 57 Section 5.11 Taxes ................................................................................................................... 59 Section 5.12 Mitigation Obligations; Replacement of Lenders ............................................... 62 Section 5.13 Incremental Loans ............................................................................................... 63 Section 5.14 Cash Collateral .................................................................................................... 66 Section 5.15 Defaulting Lenders ............................................................................................. 67 Section 5.16 Non-US Borrowers ............................................................................................. 69 Section 5.17 Designated Lenders ............................................................................................. 70 ARTICLE VI CONDITIONS OF CLOSING AND BORROWING ............................................... 70 Section 6.1 Conditions to Closing and Initial Extensions of Credit ...................................... 70 Section 6.2 Conditions to All Extensions of Credit ............................................................... 74 ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES .......... 75 Section 7.1 Organization; Power; Qualification .................................................................... 75 Section 7.2 Ownership ........................................................................................................... 75 Section 7.3 Authorization; Enforceability ............................................................................. 75 Section 7.4 Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc ....................................................................................................................... 76 Section 7.5 Compliance with Law; Governmental Approvals .............................................. 76 Section 7.6 Tax Returns and Payments ................................................................................. 76 Section 7.7 Intellectual Property Matters .............................................................................. 77

TABLE OF CONTENTS (continued) Page iii 152003688_8 Section 7.8 Environmental Matters ....................................................................................... 77 Section 7.9 Employee Benefit Matters .................................................................................. 78 Section 7.10 Margin Stock ...................................................................................................... 79 Section 7.11 Government Regulation ...................................................................................... 79 Section 7.12 Reserved ............................................................................................................. 80 Section 7.13 Employee Relations ............................................................................................ 80 Section 7.14 Burdensome Provisions ...................................................................................... 80 Section 7.15 Financial Statements ........................................................................................... 80 Section 7.16 No Material Adverse Change ............................................................................. 80 Section 7.17 Solvency ............................................................................................................. 80 Section 7.18 Title to Properties................................................................................................ 80 Section 7.19 Litigation ............................................................................................................. 80 Section 7.20 Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions ............... 80 Section 7.21 Absence of Defaults ............................................................................................ 81 Section 7.22 Senior Indebtedness Status ................................................................................. 81 Section 7.23 Disclosure ........................................................................................................... 81 ARTICLE VIII AFFIRMATIVE COVENANTS ............................................................................... 81 Section 8.1 Financial Statements and Budgets ...................................................................... 82 Section 8.2 Certificates; Other Reports ................................................................................. 82 Section 8.3 Notice of Litigation and Other Matters ............................................................... 84 Section 8.4 Preservation of Corporate Existence and Related Matters .................................. 84 Section 8.5 Maintenance of Property and Licenses ............................................................... 85 Section 8.6 Insurance ............................................................................................................. 85 Section 8.7 Accounting Methods and Financial Records ...................................................... 85 Section 8.8 Payment of Taxes and Other Obligations ........................................................... 85 Section 8.9 Compliance with Laws and Approvals ............................................................... 85 Section 8.10 Environmental Laws ........................................................................................... 86 Section 8.11 Compliance with ERISA .................................................................................... 86 Section 8.12 Compliance with Agreements ............................................................................. 86 Section 8.13 Visits and Inspections ......................................................................................... 86 Section 8.14 Additional Subsidiaries ....................................................................................... 86 Section 8.15 Reserved ............................................................................................................. 88

TABLE OF CONTENTS (continued) Page iv 152003688_8 Section 8.16 Use of Proceeds .................................................................................................. 88 Section 8.17 Reserved ............................................................................................................. 88 Section 8.18 Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation; Anti-Money Laundering Laws and Sanctions ................................. 88 Section 8.19 Corporate Governance ........................................................................................ 88 Section 8.20 Further Assurances ............................................................................................. 88 Section 8.21 Post-Closing Matters ........................................................................................... 89 ARTICLE IX NEGATIVE COVENANTS ...................................................................................... 89 Section 9.1 Indebtedness ....................................................................................................... 89 Section 9.2 Liens ................................................................................................................... 90 Section 9.3 Investments ......................................................................................................... 92 Section 9.4 Fundamental Changes ......................................................................................... 94 Section 9.5 Asset Dispositions............................................................................................... 95 Section 9.6 Restricted Payments ............................................................................................ 96 Section 9.7 Transactions with Affiliates ................................................................................ 97 Section 9.8 Accounting Changes; Organizational Documents .............................................. 98 Section 9.9 Payments and Modifications of Subordinated Indebtedness .............................. 98 Section 9.10 No Further Negative Pledges; Restrictive Agreements ...................................... 98 Section 9.11 Nature of Business .............................................................................................. 99 Section 9.12 Reserved ............................................................................................................ 99 Section 9.13 Sale Leasebacks .................................................................................................. 99 Section 9.14 Reserved ............................................................................................................. 99 Section 9.15 Financial Covenants ............................................................................................ 99 Section 9.16 Disposal of Subsidiary Interests ....................................................................... 100 Section 9.17 Canadian Defined Benefit Plans ....................................................................... 100 ARTICLE X DEFAULT AND REMEDIES ................................................................................ 100 Section 10.1 Events of Default .............................................................................................. 100 Section 10.2 Remedies ........................................................................................................... 102 Section 10.3 Rights and Remedies Cumulative; Non-Waiver; etc ........................................ 102 Section 10.4 Crediting of Payments and Proceeds ................................................................ 103 Section 10.5 Administrative Agent May File Proofs of Claim .............................................. 105 Section 10.6 Credit Bidding .................................................................................................. 105 ARTICLE XI THE ADMINISTRATIVE AGENT ....................................................................... 106

TABLE OF CONTENTS (continued) Page v 152003688_8 Section 11.1 Appointment and Authority .............................................................................. 106 Section 11.2 Rights as a Lender ............................................................................................. 106 Section 11.3 Exculpatory Provisions ..................................................................................... 107 Section 11.4 Reliance by the Administrative Agent .............................................................. 108 Section 11.5 Delegation of Duties ......................................................................................... 108 Section 11.6 Resignation of Administrative Agent ............................................................... 108 Section 11.7 Non-Reliance on Administrative Agent and Other Lenders ............................. 109 Section 11.8 No Other Duties, Etc ......................................................................................... 109 Section 11.9 Collateral and Guaranty Matters ....................................................................... 110 Section 11.10 Secured Hedge Agreements and Secured Cash Management Agreements ...... 110 Section 11.11 Erroneous Payments ......................................................................................... 110 ARTICLE XII MISCELLANEOUS ................................................................................................ 111 Section 12.1 Notices .............................................................................................................. 111 Section 12.2 Amendments, Waivers and Consents ............................................................... 113 Section 12.3 Expenses; Indemnity ......................................................................................... 115 Section 12.4 Right of Setoff .................................................................................................. 117 Section 12.5 Governing Law; Jurisdiction, Etc ..................................................................... 118 Section 12.6 Waiver of Jury Trial .......................................................................................... 118 Section 12.7 Reversal of Payments ........................................................................................ 119 Section 12.8 Injunctive Relief ............................................................................................... 119 Section 12.9 Successors and Assigns; Participations ............................................................ 119 Section 12.10 Treatment of Certain Information; Confidentiality ........................................... 123 Section 12.11 Performance of Duties ...................................................................................... 124 Section 12.12 All Powers Coupled with Interest ..................................................................... 124 Section 12.13 Survival ............................................................................................................. 124 Section 12.14 Titles and Captions ........................................................................................... 124 Section 12.15 Severability of Provisions ................................................................................. 125 Section 12.16 Counterparts; Integration; Effectiveness; Electronic Execution ....................... 125 Section 12.17 Term of Agreement ........................................................................................... 125 Section 12.18 USA PATRIOT Act; Anti-Money Laundering Laws ....................................... 125 Section 12.19 Independent Effect of Covenants ...................................................................... 125 Section 12.20 No Advisory or Fiduciary Responsibility ......................................................... 126

TABLE OF CONTENTS (continued) Page vi 152003688_8 Section 12.21 Amendment and Restatement; No Novation .................................................... 126 Section 12.22 Inconsistencies with Other Documents ............................................................. 127 Section 12.23 Anti-Money Laundering Legislation ................................................................ 127 Section 12.24 Maximum Amount ............................................................................................ 127 Section 12.25 Judgment Currency ........................................................................................... 128 Section 12.26 Acknowledgement and Consent to Bail-In of EEA Financial Institutions ....... 128 Section 12.27 Certain ERISA Matters ..................................................................................... 129 Section 12.28 Acknowledgement Regarding Any Support QFCs ........................................... 130 EXHIBITS Exhibit A-1 - Form of Revolving Credit Note Exhibit A-2 - Form of Swingline Note Exhibit A-3 - Form of Non-US Revolving Credit Note Exhibit B - Form of Notice of Borrowing Exhibit C - Form of Notice of Account Designation Exhibit D - Form of Notice of Prepayment Exhibit E - Form of Notice of Conversion/Continuation Exhibit F - Form of Officer’s Compliance Certificate Exhibit G - Form of Assignment and Assumption Exhibit H-1 - Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders) Exhibit H-2 - Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants) Exhibit H-3 - Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships) Exhibit H-4 - Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships) Exhibit I - Form of Notice of Non-US Borrower SCHEDULES Schedule 1.1(a) - Existing Letters of Credit Schedule 1.1(b) - Commitments and Commitment Percentages Schedule 7.1 - Jurisdictions of Organization and Qualification Schedule 7.2 - Subsidiaries and Capitalization Schedule 7.6 - Tax Matters Schedule 7.9 - ERISA Plans Schedule 7.13 - Labor and Collective Bargaining Agreements Schedule 7.18 - Real Property Schedule 8.21 - Post-Closing Matters Schedule 9.1 - Existing Indebtedness Schedule 9.2 - Existing Liens Schedule 9.3 - Existing Loans, Advances and Investments Schedule 9.7 - Transactions with Affiliates

1 152003688_8 SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 30, 2019, by and among FEDERAL SIGNAL CORPORATION, a Delaware corporation (“US Borrower”), FST CANADA INC. (“FST Canada”) , an Ontario corporation, and certain Foreign Subsidiaries of US Borrower joined from time to time as a Borrower pursuant to Section 5.16 (collectively, the “Non-US Borrowers” and each a “Non-US Borrower”, together with the US Borrower, collectively the “Borrowers”), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders. STATEMENT OF PURPOSE A. The US Borrower, certain financial institutions as lenders and Wells Fargo as Administrative Agent entered into the Amended and Restated Credit Agreement, dated as of January 27, 2016 (as amended, the “Existing Credit Agreement”). B. The parties wish to amend and restate the Existing Credit Agreement in its entirety. C. The parties hereto intend that this Agreement and the Loan Documents executed in connection herewith not effect a novation of the obligations of the US Borrower under the Existing Credit Agreement but merely a restatement, and where applicable, an amendment to the terms governing said obligations. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1 Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below: “2008 Sale-Leaseback Transaction” means, collectively, (a) those certain sale-leaseback transactions entered into by the US Borrower pursuant to that certain Lease, dated July 2, 2008 by and between Elgin Sweeper Company and CenterPoint Properties Trust for the lease of 1300 W. Bartlett Road, Elgin, IL and that certain Agreement of Purchase and Sale related thereto and (b) that certain Lease, dated July 2, 2008 by and between Federal Signal Corporation and CenterPoint Properties Trust for the lease of 2645 Federal Signal Drive, University Park, IL and that certain Agreement of Purchase and Sale related thereto. “Acquisition” means any acquisition, or any series of related acquisitions, consummated on or after the date of this Agreement, by which any Credit Party or any of its Subsidiaries (a) acquires any business or all or substantially all of the assets of any Person, or business unit, line of business or division thereof, whether through purchase of assets, exchange, issuance of stock or other equity or debt securities, merger, reorganization, amalgamation, division or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of members of the board of directors or the equivalent governing body (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership interests of a partnership or limited liability company.

2 152003688_8 “Adjusted Eurocurrency Rate” means, as to any Loan denominated in any applicable currency (other than Sterling) for any Interest Period, a rate per annum determined by the Administrative Agent pursuant to the following formula: “Administrative Agent” means Wells Fargo, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 11.6. “Administrative Agent’s Office” means, with respect to any currency, the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 12.1(c) with respect to such currency. “Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Agreement” means this Second Amended and Restated Credit Agreement. “Agreement Currency” has the meaning assigned thereto in Section 12.25. “Alternative Currency” means the Euro, Sterling and the Canadian Dollar. “Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable Issuing Lender, as applicable, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars. “Alternative Currency Sublimit” means an amount equal to the lesser of the Revolving Credit Commitment and the Dollar Equivalent of $200,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Revolving Credit Commitment. “AML Legislation” has the meaning assigned thereto in Section 12.23. “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction 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 of 2010 and the rules and regulations thereunder. “Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules related to terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping, including any applicable provision of Adjusted Eurocurrency Rate = Eurocurrency Rate for such currency for such Interest Period 1.00 - Eurocurrency Reserve Percentage

3 152003688_8 the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959). “Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of Governmental Authorities and all orders and decrees of all courts and arbitrators. “Applicable Margin” means the corresponding percentages per annum as set forth below based on the Consolidated Total Net Leverage Ratio: Pricing Level Consolidated Total Net Leverage Ratio Commitment Fee Eurocurrency Rate and SONIA Daily Rate + Base Rate + I Greater than 3.00 to 1.00 0.250% 1.750% 0.750% II Greater than 2.50 to 1.00, but less than or equal to 3.00 to 1.00 0.225% 1.500% 0.500% III Greater than 2.00 to 1.00, but less than or equal to 2.50 to 1.00 0.200% 1.375% 0.375% IV Greater than 1.50 to 1.00 but less than or equal to 2.00 to 1.00 0.150% 1.125% 0.125% V Less than or equal to 1.50 to 1.00 0.100% 1.000% 0.000% The Applicable Margin shall be determined and adjusted quarterly on the date five (5) Business Days after the day on which the US Borrower provides an Officer’s Compliance Certificate pursuant to Section 8.2(a) for the most recently ended fiscal quarter of the US Borrower (each such date, a “Calculation Date”); provided that (a) the Applicable Margin shall be based on Pricing Level V until the first Calculation Date occurring after September 30, 2019 and, thereafter the Pricing Level shall be determined by reference to the Consolidated Total Net Leverage Ratio as of the last day of the most recently ended fiscal quarter of the US Borrower preceding the applicable Calculation Date, and (b) if the US Borrower fails to provide an Officer’s Compliance Certificate when due as required by Section 8.2(a) for the most recently ended fiscal quarter of the US Borrower preceding the applicable Calculation Date, the Applicable Margin from the date on which such Officer’s Compliance Certificate was required to have been delivered shall be based on Pricing Level I until such time as such Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Consolidated Total Net Leverage Ratio as of the last day of the most recently ended fiscal quarter of the US Borrower preceding such Calculation Date. Except as provided in the foregoing sentence, the applicable Pricing Level shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Pricing Level shall be applicable to all Extensions of Credit then existing or subsequently made or issued. Notwithstanding the foregoing, in the event that any financial statement or Officer’s Compliance Certificate delivered pursuant to Section 8.1 or 8.2(a) is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) any Commitments are in effect, or (iii) any Extension of Credit is outstanding when such inaccuracy is discovered or such financial statement or Officer’s Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (A) the US Borrower shall promptly (and in any case within five (5) Business Days) deliver to the Administrative Agent a corrected Officer’s Compliance Certificate for such Applicable Period, (B) the Applicable Margin for such Applicable Period shall be determined as if the Consolidated Total Net Leverage Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (C) the US Borrower shall promptly (and in any case within five (5) Business Days) and

4 152003688_8 retroactively be obligated to pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 5.4. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 5.1(b) and 10.2 nor any of their other rights under this Agreement or any other Loan Document. The US Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder. The Applicable Margins set forth above shall be increased as, and to the extent, required by Section 5.13. “Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or an Issuing Lender, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment. “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. “Arrangers” means Wells Fargo Securities, LLC, and JPMorgan Chase Bank, N.A. in their capacities as joint lead arrangers and joint bookrunners. “Asset Disposition” means the sale, transfer, license, lease or other disposition of any Property (including any division or disposition of Capital Stock) by any Credit Party or any Subsidiary thereof (or the granting of any option or other right to do any of the foregoing), and any issuance of Capital Stock by any Subsidiary of the US Borrower to any Person that is not a Credit Party or any Subsidiary thereof. The term “Asset Disposition” shall not include (a) the sale of inventory in the ordinary course of business, (b) the transfer of assets to the US Borrower or any Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 9.4, (c) the write-off, discount, sale or other disposition of defaulted or past- due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction, (d) the disposition of any Hedge Agreement, (e) dispositions of Investments in cash and Cash Equivalents, (f) the transfer by any Credit Party of its assets to any other Credit Party, (g) the transfer by any Non-Guarantor Subsidiary of its assets to any Credit Party (provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer) and (h) the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary. “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 12.9), and accepted by the Administrative Agent, in substantially the form attached as Exhibit G or any other form approved by the Administrative Agent. “Attributable Indebtedness” means, on any date of determination, (a) in respect of any Finance Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Finance Lease Obligation. “Available Amount” means, at any date of determination (the applicable “Available Amount Reference Date”), an amount equal to, without duplication:

5 152003688_8 (x) the sum of the cumulative amount of 50% of (i) the Consolidated Net Income, plus (ii) non-cash charges in an amount not to exceed $10,000,000 to the extent deducted in determining Consolidated Net Income, minus (iii) non-cash gains against in an amount not to exceed $10,000,000 to the extent included in determining Consolidated Net Income, in each case for each fiscal quarter after the Closing Date and on or prior to the Available Amount Reference Date; minus: (y) the sum of: (i) a cumulative amount of 100% of (i) the Consolidated Net Loss, plus (ii) non-cash charges in an amount not to exceed $10,000,000 to the extent deducted in determining Consolidated Net Loss, minus (iii) non-cash gains against in an amount not to exceed $10,000,000 to the extent included in determining Consolidated Net Loss, in each case for each fiscal quarter after the Closing Date and on or prior to the Available Amount Reference Date; plus (ii) the aggregate amount of the Restricted Payments made pursuant to Section 9.6(f) after the Closing Date and on or prior to the Available Amount Reference Date; plus (iii) the aggregate amount of the Investments made pursuant to Section 9.3(o) after the Closing Date and on or prior to the Available Amount Reference Date. “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation” means (a) 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, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “Bankruptcy Code” means 11 U.S.C. §§ 101 et seq. “Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the Adjusted Eurocurrency Rate for Dollars for an Interest Period of one month plus 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or the Adjusted Eurocurrency Rate for Dollars (provided that clause (c) shall not be applicable during any period in which the Adjusted Eurocurrency Rate for Dollars is unavailable or unascertainable). “Base Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 5.1(a). All Base Rate Loans are only available to the US Borrower and Loans denominated in Dollars. “Benchmark” means, initially, with respect to any (a) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to Dollars, the USD LIBOR Rate; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the USD LIBOR Rate or the then-current Benchmark, then

6 152003688_8 “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to Section 5.8(c), (b) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Sterling, SONIA; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SONIA or the then-current Benchmark for such Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to Section 5.8(c), (c) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Euros, EURIBOR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to EURIBOR or the then-current Benchmark for such Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to Section 5.8(c) and (d) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Canadian Dollars, CDOR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to CDOR or the then-current Benchmark for such Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to Section 5.8(c). “Benchmark Replacement” means the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the US Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the then existing Benchmark for syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement. “Benchmark Replacement Adjustment” means, with respect to any replacement of the then existing Benchmark with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the US Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then existing Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then- prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then existing Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities at such time. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement). “Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then existing Benchmark:

7 152003688_8 (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the applicable Benchmark permanently or indefinitely ceases to provide the applicable Benchmark; and (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein. “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then existing Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of the applicable Benchmark announcing that such administrator has ceased or will cease to provide the applicable Benchmark, permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the applicable Benchmark; (b) a public statement or publication of information by the regulatory supervisor for the administrator of the applicable Benchmark, the central bank for the currency of the applicable Benchmark, an insolvency official with jurisdiction over the administrator for the applicable Benchmark, a resolution authority with jurisdiction over the administrator for the applicable Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the applicable Benchmark, which states that the administrator of the applicable Benchmark has ceased or will cease to provide the applicable Benchmark permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the applicable Benchmark; or (c) a public statement or publication of information by the regulatory supervisor for the administrator of the applicable Benchmark announcing that the applicable Benchmark is no longer representative. “Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by Section 5.8(c)(i). “Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then existing Benchmark and solely to the extent that the then existing Benchmark has not been replaced with a Benchmark Replacement, the period (a) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then existing Benchmark for all purposes hereunder in accordance with Section 5.8(c) and (b) ending at the time that a Benchmark Replacement has replaced the then existing Benchmark for all purposes hereunder pursuant to Section 5.8(c). “Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 CFR § 1010.230. “BIA” means the Bankruptcy and Insolvency Act (Canada).

8 152003688_8 “Borrowers” has the meaning assigned thereto in the Preamble. “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Applicable Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and: (a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day that is also a Eurocurrency Banking Day; (b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day; (c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Canadian Dollars, any fundings, disbursements, settlements and payments in Canadian Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Canadian Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, any day that is a Business Day described in clause (a) and on which banks are open for business in Toronto, Canada; (d) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars, Canadian Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and (e) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars, Canadian Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars, Canadian Dollars or Euro, or any other dealings in any currency other than Dollars, Canadian Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. “Calculation Date” has the meaning assigned thereto in the definition of Applicable Margin. “Canadian Credit Party” means any Borrower and any Subsidiary of US Borrower incorporated, organized or formed under the federal or provincial laws of Canada including, without limitation, FST Canada. “Canadian Defined Benefit Plan” means any Canadian Plan which contains a “defined benefit provision” as defined in subsection 147.1(1) of the ITA. “Canadian Dollar” or “CAD” means the lawful currency of Canada. “Canadian Multiemployer Plan” means a “multi-employer pension plan” as defined by Canadian Pension Laws and registered in accordance with Canadian Pension Laws and as to which any Credit Party or any Subsidiary thereof is making, and shall not include any Multiemployer Plan, Employee Benefit Plan, Pension Plan or Canadian Statutory Plan.

9 152003688_8 “Canadian Pension Laws” means the Pension Benefits Act (Ontario), the ITA and any other Canadian federal or provincial pension benefits standards legislation, and the respective regulations thereunder, applicable to a Canadian Plan. “Canadian Pension Plan” means any “registered pension plans” as defined under Section 248(1) or the ITA or any other registered or unregistered pension plan that is a pension plan for the purpose of Canadian Pension Laws and which is maintained, funded, or administered for the employees or former employees of any Credit Party or any Subsidiary thereof, and shall not include any Pension Plan, Multiemployer Plan, Canadian Multiemployer Plan or Canadian Statutory Plan. “Canadian Plans” means any Canadian Multiemployer Plans or Canadian Pension Plans. “Canadian Statutory Plan” means any retirement savings or benefit plan that a Canadian Credit Party is required by Canadian federal or provincial statutes to participate in or contribute to in respect of its employees, including, without limitation, the Canada Pension Plan, the Quebec Pension Plan and plans administered by a governmental body pursuant to Canadian health, workplace safety insurance and employment insurance legislation. “Capital Expenditures” means, with respect to the US Borrower and its Subsidiaries on a Consolidated basis, for any period, (a) the additions to property, plant and equipment and other capital expenditures that are (or would be) set forth in a consolidated statement of cash flows of such Person for such period prepared in accordance with GAAP and (b) Finance Lease Obligations during such period, but excluding expenditures for the restoration, repair or replacement of any fixed or capital asset which was destroyed or damaged, in whole or in part, to the extent financed by the proceeds of an insurance policy maintained by such Person. “Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing. “Cash Collateralize” means, to deposit in a Controlled Account or to pledge and deposit with, or deliver to the Administrative Agent, or directly to the applicable Issuing Lender (with notice thereof to the Administrative Agent), for the benefit of one or more of the Issuing Lenders, the Swingline Lender or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations or Swingline Loans, cash or deposit account balances or, if the Administrative Agent and the applicable Issuing Lender and the Swingline Lender shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent, such Issuing Lender and the Swingline Lender, as applicable. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. “Cash Equivalents” means, collectively, (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (b) commercial paper maturing no more than one hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either S&P or Moody’s (or, if at any time either S&P or Moody’s are not rating such fund, an equivalent rating from another nationally recognized statistical rating agency), (c) certificates of deposit maturing no more than

10 152003688_8 one hundred twenty (120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of “A” or better by S&P or “A2” or better from Moody’s (or, if at any time either S&P or Moody’s are not rating such fund, an equivalent rating from another nationally recognized statistical rating agency); provided that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for any one such bank, (d) time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder or (e) savings or similar accounts (including those invested in money markets) with any Lender party to this Agreement or any commercial bank or trust company having, or which is the principal banking subsidiary of a bank holding company having, a long-term unsecured debt rating of at least “A” or the equivalent thereof from S&P or “A2” or the equivalent thereof from Moody’s. “Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card (including non-card electronic payables and purchasing cards), electronic funds transfer and other cash management arrangements. “Cash Management Bank” means any Person that, (a) at the time it enters into a Cash Management Agreement with a Credit Party, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent, or (b) at the time it (or its Affiliate) becomes a Lender (including on the Closing Date), is a party to a Cash Management Agreement with a Credit Party, in each case in its capacity as a party to such Cash Management Agreement. “CCAA” means the Companies’ Creditors Arrangement Act (Canada). “CDOR” has the meaning assigned thereto in the definition of “Eurocurrency Rate”. “Change in Control” means an event or series of events by which: (a) (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Capital Stock that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than thirty percent (30%) of the Capital Stock of the US Borrower entitled to vote in the election of members of the board of directors (or equivalent governing body) of the US Borrower or (ii) a majority of the members of the board of directors (or other equivalent governing body) of the US Borrower shall not constitute Continuing Directors; (b) the US Borrower shall cease to beneficially own and control, directly or indirectly, 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of each Guarantor (other than in a transaction permitted by Section 9.4); or (c) there shall have occurred under any indenture or other instrument evidencing any Indebtedness or Capital Stock in excess of $50,000,000 any “change in control” or similar event (as set forth in the indenture, agreement or other evidence of such Indebtedness) obligating the US Borrower or any of its Subsidiaries to repurchase, redeem or repay all or any part of the Indebtedness or Capital Stock provided for therein.

11 152003688_8 “Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, implemented or issued. “CIPO” means the Canadian Intellectual Property Office. “Class” means, when used in reference to any Loan, whether such Loan is a Revolving Credit Loan or Swingline Loan and, when used in reference to any Revolving Credit Commitment. “Closing Date” means the date of this Agreement. “Code” means the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder. “Collateral” means the collateral security for the Secured Obligations pledged or granted pursuant to the Security Documents. “Commitment Fee” has the meaning assigned thereto in Section 5.3(a). “Commitment Percentage” means, as to any Lender, such Lender’s Revolving Credit Commitment Percentage. “Commitments” means, collectively, as to all Lenders, the Revolving Credit Commitments of such Lenders. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. “Consolidated” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP. “Consolidated EBITDA” 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: (a) Consolidated Net Income (excluding effects of non-cash adjustments resulting from application of purchase accounting in relation to any Permitted Acquisition) for such period plus (b) the sum of the following, without duplication, to the extent deducted in determining Consolidated Net Income for such period: (i) income and franchise taxes, (ii) Consolidated Interest Expense, (iii) amortization, depreciation and non-cash compensation charges, non-cash restructuring and non-cash impairment charges (except to the extent that such non-cash charges are reserved for cash charges to be taken prior to the Revolving Credit Maturity Date) and other non-cash charges subject to the consent of the Administrative Agent, and (iv)

12 152003688_8 solely for purposes of determining compliance with the financial covenants set forth in Section 9.15 during each of the Fiscal Years ending after January 1, 2019 and before January 1, 2024, deferred gains resulting from the 2008 Sale-Leaseback Transaction in an amount not to exceed $1,900,000 in any Fiscal Year and $8,750,000 in the aggregate for all such Fiscal Years less (c) the sum of the following, without duplication, to the extent included in determining Consolidated Net Income for such period: (i) interest income and (ii) non-cash gains and income. Consolidated EBITDA shall include EBITDA from Permitted Acquisitions on a Pro Forma Basis and shall exclude EBITDA from dispositions on a Pro Forma Basis. “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 Finance Lease Obligations and all payment obligations, net of receipts, pursuant to Hedge Agreements related to Indebtedness for such period. “Consolidated Net Income” or “Consolidated Net Loss” means, for any period, the net income (or loss) of the US Borrower and its Subsidiaries for such period, determined on a Consolidated basis, without duplication, in accordance with GAAP; provided, that in calculating Consolidated Net Income of the US Borrower and its Subsidiaries for any period, there shall be excluded (a) the net income (or loss) of any Person (other than a Subsidiary which shall be subject to clause (c) below), in which any Borrower or any of its Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in cash to the US Borrower or any of its Subsidiaries by dividend or other distribution during such period, (b) the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the US Borrower or any of its Subsidiaries or is merged into or consolidated with the US Borrower or any of its Subsidiaries or that Person’s assets are acquired by the US Borrower or any of its Subsidiaries except to the extent included pursuant to the foregoing clause (a), (c) the net income (if positive), of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the US Borrower or any of its Subsidiaries of such net income (i) is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Subsidiary or (ii) would be subject to any taxes payable on such dividends or distributions, but in each case only to the extent of such prohibition or taxes and (d) any gain or loss from Asset Dispositions during 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 $25,000,000 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. “Consolidated Total Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on such date minus all unrestricted cash and Cash Equivalents on such date in an aggregate amount not to exceed $50,000,000 in each case that is held in deposit accounts in the United States owned by and under the control of the US Borrower or any of its Subsidiaries and not subject

13 152003688_8 to any restriction as to its use to, (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date; provided that for purposes of determining unrestricted domestic cash and Cash Equivalents of the US Borrower and its Subsidiaries for purposes of the incurrence test to permit Indebtedness under Section 9.1(i), the cash proceeds of such Indebtedness shall be excluded from the cash netting described above. “Continuing Directors” means the directors of the US Borrower on the Closing Date and each other director (or equivalent) of the US Borrower, if, in each case, such other Person’s nomination for election to the board of directors of the US Borrower is approved by at least 51% of the then Continuing Directors. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. “Controlled Account” means each deposit account and securities account that is subject to an account control agreement in form and substance reasonably satisfactory to the Administrative Agent and each of the applicable Issuing Lenders that is entitled to Cash Collateral hereunder at the time such control agreement is executed. “Covenant Holiday” has the meaning assigned thereto in Section 9.15(a)(ii). “Credit Facility” means, collectively, the Revolving Credit Facility, the Swingline Facility and the L/C Facility. “Credit Parties” means, collectively, the Borrowers and the Subsidiary Guarantors. “Criminal Code Section” has the meaning assigned thereto in Section 12.24. “Debtor Relief Laws” means the Bankruptcy Code of the United States of America, the BIA, the CCAA and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect. “Default” means any of the events specified in Section 10.1 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default. “Default Rate” has the meaning assigned thereto in Section 5.1(b). “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 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

14 152003688_8 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. “Designated Lender” has the meaning assigned thereto in Section 5.17. “Disqualified Capital Stock” means any Capital Stock that, by their terms (or by the terms of any security or other Capital Stock into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock) (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provides for the scheduled payment of dividends in cash or (d) is or become convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital Stock, in each case, prior to the date that is 91 days after the Revolving Loan Maturity Date; provided that if such Capital Stock is issued pursuant to a plan for the benefit of the US Borrower or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because they may be required to be repurchased by the US Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. “Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable Issuing Lender, as applicable, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. “Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.

15 152003688_8 “Domestic Subsidiary” means any Subsidiary organized under the laws of any political subdivision of the United States. “Early Opt-in Election” means the occurrence of (a) the joint election by the Administrative Agent and the Borrower to incorporate or adopt a new benchmark interest rate to replace the then existing Benchmark for the USD LIBOR Rate for Dollars, and (b) the provision by the Administrative Agent of written notice of such election to the Lenders. “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 credit institution or investment firm established in any EEA Member Country. “Electronic Record” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006. “Electronic Signature” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006. “Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 12.9(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 12.9(b)(iii)). “Employee Benefit Plan” means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is maintained for employees of any Credit Party or any ERISA Affiliate or (b) any Pension Plan or Multiemployer Plan that has at any time within the preceding five (5) years been maintained, funded or administered for the employees of any Credit Party or any current or former ERISA Affiliate. For the avoidance of doubt, the term “Employee Benefit Plan” shall not include any Canadian Plan, any Canadian benefit plans or any Canadian Statutory Plans. “Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, accusations, allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental Law, including, without limitation, any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to public health or the environment. “Environmental Laws” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards and regulations, permits, licenses, approvals, interpretations and orders

16 152003688_8 of courts or Governmental Authorities, relating to the protection of public health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials. “ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder. “ERISA Affiliate” means any Person who together with any Credit Party or any of its Subsidiaries is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA. “Erroneous Payment” has the meaning assigned thereto in Section 11.11(a). “Erroneous Payment Deficiency Assignment” has the meaning assigned thereto in Section 11.11(d). “Erroneous Payment Impacted Class” has the meaning assigned thereto in Section 11.11(d). “Erroneous Payment Return Deficiency” has the meaning assigned thereto in Section 11.11(d). “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. “EURIBOR” has the meaning assigned thereto in the definition of “Eurocurrency Rate”. “EURIBOR Rate” has the meaning assigned thereto in the definition of “Eurocurrency Rate”. “Euro” and “€” mean the single currency of the Participating Member States. “Eurocurrency Banking Day” means, (a) for Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to Dollars, a London Banking Day, (b) for Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to Canadian Dollars, a London Banking Day which is also a day on which banks are open for business in Toronto, Canada, and (c) for Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Euros, a TARGET Day; provided, that for purposes of notice requirements in Sections 2.3(a), 2.4(c), and 5.2, in each case, such day is also a Business Day. “Eurocurrency Rate” means, subject to the implementation of a Benchmark Replacement in accordance with Section 5.8(c): (a) for any Eurocurrency Rate Loan for any Interest Period: (i) denominated in Dollars, the rate of interest per annum equal to the London interbank offered rate for deposits in Dollars (“USD LIBOR”) as administered by the IBA, or a comparable or successor administrator approved by the Administrative Agent, for a period comparable to the applicable Interest Period (in each case, the “USD LIBOR Rate”), at approximately 11:00 a.m. (London time) on the Rate Determination Date; (ii) denominated in Euros, the rate of interest per annum equal to the Euro Interbank Offered Rate (“EURIBOR”) as administered by the European Money Markets Institute, or a comparable or successor administrator approved by the Administrative Agent, for a period

17 152003688_8 comparable to the applicable Interest Period (in each case, the “EURIBOR Rate”), at approximately 11:00 a.m. (Brussels time) on the Rate Determination Date; and (iii) denominated in Canadian Dollars, the rate of interest per annum determined on the basis of the rate for deposits in Canadian Dollars equal to the Canadian Dealer Offered Rate (“CDOR”) for a period equal to the applicable Interest Period which appears on the applicable Reuters Screen Page (or any applicable successor page) at approximately 10:00 a.m. (Toronto, Ontario time) on the Rate Determination Date. If, for any reason, such rate does not appear on the applicable Reuters Screen Page (or any applicable successor page), then “CDOR” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Canadian Dollars would be offered by first class banks in the Ontario interbank market to the Administrative Agent at approximately 10:00 a.m. (Toronto, Ontario time) on the Rate Determination Date; and (b) for any rate calculation with respect to a Base Rate Loan on any date, the rate of interest per annum equal to USD LIBOR as administered by the IBA, or a comparable or successor administrator approved by the Administrative Agent, for a period comparable to one month, at approximately 11:00 a.m. (London time) two (2) Eurocurrency Banking Days prior to the date of such calculation. Each calculation by the Administrative Agent of the Eurocurrency Rate shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, (x) in no event shall the Eurocurrency Rate (including any Benchmark Replacement with respect thereto) be less than 0% and (y) unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 5.8(c), in the event that a Benchmark Replacement with respect to any Eurocurrency Rate is implemented then all references herein to such Eurocurrency Rate shall be deemed references to such Benchmark Replacement. “Eurocurrency Rate Loan” means any Loan bearing interest at a rate based on the Adjusted Eurocurrency Rate other than pursuant to clause (c) of the definition of “Base Rate”. “Eurocurrency Reserve Percentage” means, for any day, the percentage which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans. The Adjusted Eurocurrency Rate for each outstanding Loan shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage. “Event of Default” means any of the events specified in Section 10.1; provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied. “Exchange Act” means the Securities Exchange Act of 1934. “Excluded Swap Obligation” means, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the liability of such Credit Party for or the guarantee of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official

18 152003688_8 interpretation of any thereof) by virtue of such Credit Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the guarantee of such Credit Party or the grant of such security interest becomes effective with respect to such Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of the applicable Credit Party, including under Section 15 of the Subsidiary Guaranty Agreement). If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal for the reasons identified in the immediately preceding sentence of this definition. “Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, branch profits Taxes and capital Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, Canadian or United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the US Borrower under Section 5.12(b)) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 5.11, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 5.11(g) and (d) any United States federal withholding Taxes imposed under FATCA. “Existing Credit Agreement” has the meaning assigned thereto in the Statement of Purpose. “Existing Letters of Credit” means those letters of credit existing on the Closing Date and identified on Schedule 1.1(a). “Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (ii) such Lender’s Revolving Credit Commitment Percentage of the L/C Obligations then outstanding and (iii) such Lender’s Revolving Credit Commitment Percentage of the Swingline Loans then outstanding, or (b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context requires. “Facility Office” means the office designated by the applicable Lender through which such Lender will perform its obligations under this Agreement. “FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board. “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code. “FDIC” means the Federal Deposit Insurance Corporation.

19 152003688_8 “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “Fee Letters” means (a) the engagement letter agreement dated July 11, 2019 between the US Borrower and Wells Fargo Securities, LLC and (b) the fee letter between the US Borrower and JPMorgan Chase Bank, N.A. “Finance Lease Obligations” of any Person means, subject to Section 1.3(b), the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as finance leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. “First Tier Foreign Subsidiary” means any Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code and the Capital Stock of which are owned directly by any Credit Party. “Fiscal Year” means the fiscal year of the US Borrower and its Subsidiaries ending on December 31. “Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, (c) the National Flood Insurance Reform Act of 1994, (d) the Flood Insurance Reform Act of 2004 and (e) the Biggert-Waters Flood Insurance Reform Act of 2012, as each of the foregoing is now or hereafter in effect and any successor statute to any of the foregoing. “Foreign Lender” means (a) if a Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if a Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. “Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any Issuing Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such Issuing Lender, other than such L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of outstanding Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. “Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.

20 152003688_8 “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. “Governmental Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, and all registrations and filings with or issued by, any Governmental Authorities. “Governmental Authority” means the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra- national bodies such as the European Union or the European Central Bank). “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation or (e) for the purpose of assuming in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (whether in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in each case, in the ordinary course of business, or customary and reasonable indemnity obligations in connection with any disposition of assets permitted under this Agreement (other than any such obligations with respect to Indebtedness). “Hazardous Materials” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to public health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law or common law, (d) the discharge or emission or release of which requires a permit or license under any Environmental Law or other Governmental Approval, (e) which are deemed by a Governmental Authority to constitute a nuisance or a trespass which pose a health or safety hazard to Persons or neighboring properties, or (f) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas. “Hedge Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the

21 152003688_8 foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement. “Hedge Bank” means any Person that, (a) at the time it enters into a Hedge Agreement with a Credit Party permitted under Article IX, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent or (b) at the time it (or its Affiliate) becomes a Lender (including on the Closing Date), is a party to a Hedge Agreement with a Credit Party, in each case in its capacity as a party to such Hedge Agreement. “Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender). “IBA” has the meaning assigned thereto in Section 1.15. “Increased Amount Date” has the meaning assigned thereto in Section 5.13(a). “Incremental Lender” has the meaning assigned thereto in Section 5.13(a). “Incremental Loan Commitments” has the meaning assigned thereto in Section 5.13(a)(ii). “Incremental Loans” has the meaning assigned thereto in Section 5.13(a)(ii). “Incremental Revolving Credit Commitment” has the meaning assigned thereto in Section 5.13(a)(ii). “Incremental Revolving Credit Increase” has the meaning assigned thereto in Section 5.13(a)(ii). “Incremental Term Loan” has the meaning assigned thereto in Section 5.13(a)(i). “Incremental Term Loan Commitment” has the meaning assigned thereto in Section 5.13(a)(i). “Indebtedness” means, with respect to any Person at any date and without duplication, the sum of the following: (a) all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person; (b) all obligations to pay the deferred purchase price of property or services of any such Person (including, without limitation, all payment obligations under non-competition, earn-out or similar agreements, solely to the extent accounted for as a liability on the financial statements pursuant to GAAP), except trade payables arising in the ordinary course of business not more than one hundred fifty (150) days

22 152003688_8 past due, or that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person; (c) the Attributable Indebtedness of such Person with respect to such Person’s Finance Lease Obligations and Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP); (d) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); (e) all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn, including, without limitation, any Reimbursement Obligation, and banker’s acceptances issued for the account of any such Person; (g) all obligations of any such Person in respect of Disqualified Capital Stock; (h) all net obligations of such Person under any Hedge Agreements; and (i) all Guarantees of any such Person with respect to any of the foregoing. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date. The amount of obligations in respect of any Disqualified Capital Stock shall be valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends that are past due. “Indemnitee” has the meaning assigned thereto in Section 12.3(b). “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes and (b) to the extent not otherwise described in clause (a), Other Taxes. “Information” has the meaning assigned thereto in Section 12.10. “Initial Issuing Lenders” means Wells Fargo and JPMC. “Insurance and Condemnation Event” means the receipt by any Credit Party or any of its Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective Property. “Interest Payment Date” means (a) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Revolving Credit Maturity Date and (b) as to any SONIA Daily Rate Loan, the last Business Day of each calendar month.

23 152003688_8 “Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one (1), three (3), six (6) or twelve (12) months thereafter, in each case as selected by the applicable Borrower in its Notice of Borrowing or Notice of Conversion/Continuation and subject to availability; provided that: (a) the Interest Period shall commence on the date of advance of or conversion to any Eurocurrency Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires; (b) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period with respect to a Eurocurrency Rate Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; (c) any Interest Period with respect to a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; (d) no Interest Period shall extend beyond the Revolving Credit Maturity Date; (e) there shall be no more than ten (10) Interest Periods in effect at any time; (f) Eurocurrency Rate Loans denominated in Canadian Dollars shall only be available for Interest Periods of one (1) or three (3) months; and (g) no tenor that has been removed pursuant to Section 5.8(c)(iv) may be selected. “Investment” has the meaning assigned thereto in Section 9.3. “IPO” means an initial public offering of Capital Stock by the US Borrower registered with the Securities Exchange Commission under the Securities Act of 1933. “IRS” means the United States Internal Revenue Service. “ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time). “Issuing Lender” means (a) with respect to Letters of Credit issued hereunder on or after the Closing Date, (i) the Initial Issuing Lenders and (ii) any other Revolving Credit Lender to the extent it has agreed in its sole discretion to act as an “Issuing Lender” hereunder and that has been approved in writing by the US Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably delayed or withheld) as an “Issuing Lender” hereunder, in each case in its capacity as issuer of any Letter of Credit; provided that the total number of Issuing Lenders under this clause (a) shall not exceed four (4) and (b) with respect to the Existing Letters of Credit, Wells Fargo or JPMC, each in its capacity as issuer thereof. “ITA” means the Income Tax Act (Canada).

24 152003688_8 “Judgment Currency” has the meaning assigned thereto in Section 12.25. “JPMC” means JPMorgan Chase Bank, N.A. “Knowledge” of or as it relates to the US Borrower or any Subsidiary, means the knowledge of a Responsible Officer of such Person. “L/C Commitment” means, as to any Issuing Lender, the obligation of such Issuing Lender to issue Letters of Credit for the account of the US Borrower or one or more of its Subsidiaries from time to time in an aggregate amount equal to (a) for each of the Initial Issuing Lenders, the amount set forth opposite the name of each such Initial Issuing Lender on Schedule 1.1(b) and (b) for any other Issuing Lender becoming an Issuing Lender after the Closing Date, such amount as separately agreed to in a written agreement between the US Borrower and such Issuing Lender (which such agreement shall be promptly delivered to the Administrative Agent upon execution), in each case of clauses (a) and (b) above, any such amount may be changed after the Closing Date in a written agreement between the US Borrower and such Issuing Lender (which such agreement shall be promptly delivered to the Administrative Agent upon execution); provided that the L/C Commitment with respect to any Person that ceases to be an Issuing Lender for any reason pursuant to the terms hereof shall be $0 (subject to the Letters of Credit of such Person remaining outstanding in accordance with the provisions hereof). “L/C Facility” means the letter of credit facility established pursuant to Article III. “L/C Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5. “L/C Participants” means, with respect to any Letter of Credit, the collective reference to all the Revolving Credit Lenders other than the applicable Issuing Lender. “L/C Sublimit” means the lesser of (a) $75,000,000 and (b) the Revolving Credit Commitment. “LCA Test Date” has the meaning assigned thereto in Section 1.13(a). “Lender” means each Person executing this Agreement as a Lender on the Closing Date and any other Person that shall have become a party to this Agreement as a Lender pursuant to an Assignment and Assumption or pursuant to Section 5.13, other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption. The term “Lenders” shall include any Designated Lender. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender. “Lender Joinder Agreement” means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent delivered in connection with Section 5.13. “Lending Office” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit, which office may include any Affiliate of such Lender or any domestic or foreign branch or such Lender or such Affiliate. “Letter of Credit Application” means an application, in the form specified by the applicable Issuing Lender from time to time, requesting such Issuing Lender to issue a Letter of Credit. “Letters of Credit” means the collective reference to letters of credit issued pursuant to Section 3.1 and the Existing Letters of Credit. Letters of Credit may be issued in Dollars or in an Alternative Currency.

25 152003688_8 “License” has the meaning assigned thereto in Section 8.5(a). “Lien” means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Finance Lease Obligation or other title retention agreement relating to such asset. “Limited Condition Acquisition” means any Acquisition that (a) is not prohibited hereunder and (b) is not conditioned on the availability of, or on obtaining, third-party financing. “Loan Documents” means, collectively, this Agreement, each Note, the Letter of Credit Applications, the Security Documents, the Subsidiary Guaranty Agreement, the Fee Letters, and each other document, instrument, certificate and agreement executed and delivered by the Credit Parties or any of their respective Subsidiaries in favor of or provided to the Administrative Agent or any Secured Party in connection with this Agreement or otherwise referred to herein or contemplated hereby (excluding any Secured Hedge Agreement and any Secured Cash Management Agreement). “Loans” means the collective reference to the Revolving Credit Loans and the Swingline Loans, and “Loan” means any of such Loans. “London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market. “Material Adverse Effect” means, with respect to the US Borrower and its Subsidiaries, (a) a material adverse effect on the operations, business, properties or condition (financial or otherwise) of such Persons, taken as a whole, (b) a material impairment of the ability of the Credit Parties, taken as a whole, to perform its obligations under the Loan Documents, (c) a material impairment of the rights and remedies of the Administrative Agent or the Lenders under any Loan Document or (d) a material impairment of the legality, validity, binding effect or enforceability against any Credit Party of any Loan Document to which it is a party. “Material Domestic Subsidiary” means any Domestic Subsidiary of the US Borrower that has either (a) revenues that represent more than 10% of the Consolidated revenues of the US Borrower and its Subsidiaries for the most recently ended four-quarter period for which financial statements have been delivered pursuant to Section 8.1(a) or 8.1(b), as applicable, or (b) assets that represent more than 10% of the Consolidated total assets of the US Borrower and its Subsidiaries as of the end of such period; provided, that to the extent all of the Domestic Subsidiaries not then party to the Subsidiary Guaranty, shall have at any time in the aggregate (i) revenues in excess of 10% of the Consolidated revenues of the US Borrower and its Subsidiaries for any such period or (ii) assets in excess of 10% of Consolidated total assets of the US Borrower and its Subsidiaries as of the end of any such fiscal quarter, then the US Borrower shall immediately designate as “Material Domestic Subsidiaries” such number of such Domestic Subsidiaries as necessary to eliminate such excess. “Material Foreign Subsidiary” means Federal Signal VAMA, S.A. and any other Foreign Subsidiary that has either (a) assets in excess of 5% of the Consolidated total assets of the US Borrower and its Subsidiaries as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 8.1(a) or 8.1(b), as applicable, or (b) revenues that represent more than 5% of the Consolidated revenues of the US Borrower and its Subsidiaries as of the most recently ended four-quarter period for which financial statements have been delivered pursuant to Section 8.1(a) or 8.1(b), as applicable; provided, that to the extent all of the Foreign Subsidiaries not then designated as Material

26 152003688_8 Foreign Subsidiaries shall have at any time in the aggregate (i) assets in excess of 30% of the Consolidated total assets of the US Borrower and its Subsidiaries as of the end of any such fiscal quarter or (ii) revenues in excess of 30% of the Consolidated revenues of the US Borrower and its Subsidiaries for any such period, then the US Borrower shall immediately designate as Material Foreign Subsidiaries such number of such Foreign Subsidiaries as necessary to eliminate such excess. Notwithstanding anything to the contrary contained herein, a Non-US Borrower shall be treated as a Material Foreign Subsidiary. “Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 102% of the sum of (i) the Fronting Exposure of the Issuing Lender with respect to Letters of Credit issued and outstanding at such time and (ii) the Fronting Exposure of the Swingline Lender with respect to all Swingline Loans outstanding at such time and (b) otherwise, an amount determined by the Administrative Agent and each of the Issuing Lenders that is entitled to Cash Collateral hereunder at such time in their sole discretion. “Moody’s” means Moody’s Investors Service, Inc. “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Credit Party or any ERISA Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the preceding seven (7) years. For the avoidance of doubt, the term “Multiemployer Plan” shall not include any Canadian Plan, any Canadian benefit plans, and any Canadian Statutory Plans. “Non-Consenting Lender” means any Lender that does not approve any consent, waiver, amendment, modification or termination that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 12.2 and (b) has been approved by the Required Lenders. “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. “Non-Guarantor Subsidiary” means any Subsidiary of the US Borrower that is not a Subsidiary Guarantor. “Non-US Borrower” and “Non-US Borrowers” have the meanings assigned thereto in the Preamble. “Non-US Collateral” means any Collateral that is not US Collateral. “Non-US Obligations” means the portion of the Secured Obligations evidenced by any Loan made to, or for the benefit of, any Non-US Borrower, hereunder or under any other Loan Document and any Secured Obligations relating thereto, together with any Secured Obligations of any Non-US Borrower under any Secured Hedge Agreement or Secured Cash Management Agreement. “Non-US Revolving Credit Note” means the promissory note with respect to each Alternative Currency made by the applicable Non-US Borrower in favor of a Revolving Credit Lender evidencing the Revolving Credit Loans made by such Revolving Credit Lender, substantially in the form attached as Exhibit A-3, and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part. “Notes” means the collective reference to the Revolving Credit Notes, the Non-US Revolving Credit Notes and the Swingline Note.

27 152003688_8 “Notice of Account Designation” has the meaning assigned thereto in Section 2.3(b). “Notice of Borrowing” has the meaning assigned thereto in Section 2.3(a). “Notice of Conversion/Continuation” has the meaning assigned thereto in Section 5.2. “Notice of Non-US Borrower” means a Notice of Non-US Borrower and Assumption Agreement, in substantially the form of Exhibit I hereto. “Notice of Prepayment” has the meaning assigned thereto in Section 2.4(c). “Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, (b) the L/C Obligations and (c) all other fees and commissions (including attorneys’ fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit Parties and each of their respective Subsidiaries to the Lenders, the Issuing Lender or the Administrative Agent, in each case under any Loan Document, with respect to any Loan or Letter of Credit of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue after the commencement by or against any Credit Party or any Subsidiary thereof of any proceeding under any Debtor Relief Laws, naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control. “Officer’s Compliance Certificate” means a certificate of the chief financial officer or the treasurer of the US Borrower substantially in the form attached as Exhibit F. “Operating Lease” means, as to any Person as determined in accordance with GAAP, any lease of Property (whether real, personal or mixed) by such Person as lessee which is not a finance lease. “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document). “Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.12). “Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the Issuing Lender, or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered

28 152003688_8 for such day by a branch or Affiliate of the Administrative Agent in the applicable offshore interbank market for such currency to major banks in such interbank market. “Participant” has the meaning assigned thereto in Section 12.9(d). “Participant Register” has the meaning assigned thereto in Section 12.9(d). “Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union. “PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). “Payment Recipient” has the meaning assigned thereto in Section 11.11(a). “PBGC” means the Pension Benefit Guaranty Corporation or any successor agency. “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which (a) is maintained, funded or administered for the employees of any Credit Party or any ERISA Affiliate, (b) has at any time within the preceding five (5) years been maintained, funded or administered for the employees of any Credit Party or any current or former ERISA Affiliates or (c) any Credit Party or any ERISA Affiliate has any liability (contingent or otherwise). For the avoidance of doubt, the term “Pension Plan” shall not include any Canadian Plan, any Canadian benefit plans, and any Canadian Statutory Plans. “Permitted Acquisition” means any Acquisition that meets all of the following requirements, which in the case of a Limited Condition Acquisition shall be subject to Section 1.13: (a) no less than three (3) Business Days prior to the proposed closing date of such Acquisition (or such shorter period as may be agreed to by the Administrative Agent), the US Borrower shall have delivered written notice of such Acquisition to the Administrative Agent and the Lenders, which notice shall include the proposed closing date of such Acquisition; (b) the board of directors or other similar governing body of the Person to be acquired shall have approved such Acquisition (and, if requested, the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, of such approval); (c) if such Acquisition is a merger or consolidation, any Borrower or a Subsidiary Guarantor shall be the surviving Person and no Change in Control shall have been effected thereby; (d) if the Permitted Acquisition Consideration for any such Acquisition exceeds $100,000,000, no later than three (3) Business Days prior to the proposed closing date of such Acquisition (or such shorter period as may be agreed to by the Administrative Agent), the US Borrower, to the extent requested by the Administrative Agent, shall have delivered to the Administrative Agent a duly completed Officer’s Compliance Certificate showing compliance with the financial covenants set forth in Section 9.15 pursuant to Section 9.3(g); and (e) no Default or Event of Default shall have occurred and be continuing both before and immediately after giving effect to such Acquisition and any Indebtedness incurred in connection therewith.

29 152003688_8 “Permitted Acquisition Consideration” means the aggregate amount of the purchase price, including, but not limited to, any assumed debt, earn-outs (valued at the amount accounted for as a liability on the financial statements pursuant to GAAP), deferred payments, or Capital Stock of the US Borrower (net of the applicable acquired company’s cash and cash equivalents balance), to be paid on a singular basis in connection with any applicable Permitted Acquisition as set forth in the applicable Permitted Acquisition Documents executed by the US Borrower or any of its Subsidiaries in order to consummate the applicable Permitted Acquisition. “Permitted Acquisition Diligence Information” means with respect to any Acquisition proposed by the US Borrower or any Subsidiary Guarantor, to the extent applicable, historical financial statements and income tax returns for the most recent three year period and lien search results (except to the extent that any such information is (a) subject to any confidentiality agreement, unless mutually agreeable arrangements can be made to preserve such information as confidential, (b) classified or (c) subject to any attorney-client privilege). “Permitted Acquisition Documents” means with respect to any Acquisition proposed by any Borrower or any Subsidiary Guarantor, the purchase agreement, sale agreement, merger agreement or other agreement evidencing such Acquisition including disclosure schedules thereto, and any amendment, modification or supplement to any of the foregoing. “Permitted Liens” means the Liens permitted pursuant to Section 9.2. “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. “Platform” means Debt Domain, Intralinks, SyndTrak or a substantially similar electronic transmission system. “PPSA” means the Personal Property Security Act (Ontario) or any similar legislation of any province or territory in Canada. “Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks. “Pro Forma Basis” means, for purposes of calculating Consolidated EBITDA for any period during which one or more Specified Transactions occurs, that such Specified Transaction (and all other Specified Transactions that have been consummated during the applicable period) shall be deemed to have occurred as of the first day of the applicable period of measurement and all income statement items (whether positive or negative) attributable to the Property or Person disposed of in an Asset Disposition shall be excluded and all income statement items (whether positive or negative) attributable to the Property or Person acquired in a Permitted Acquisition shall be included (provided that such income statement items to be included are reflected in financial statements or other financial data reasonably acceptable to the Administrative Agent and supported by a quality of earnings report issued by an independent certified public accounting firm or a certified analysis of a Responsible Officer of the US Borrower, in either case, the results of which shall be reasonably satisfactory to the Administrative Agent). “Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

30 152003688_8 “PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. “Qualified Capital Stock” means any Capital Stock that are not Disqualified Capital Stock. “Rate Determination Date” means (i) the first day of such Interest Period with respect to Eurocurrency Rate Loans denominated in Canadian Dollars and (ii) two (2) Eurocurrency Banking Days prior to the commencement of such Interest Period with respect to Eurocurrency Rate Loans denominated in Dollars or Euro (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably determined by the Administrative Agent). “Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Lender, as applicable. “Register” has the meaning assigned thereto in Section 12.9(c). “Reimbursement Obligation” means the obligation of the US Borrower to reimburse any Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit issued by such Issuing Lender. “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. “Relevant Governmental Body” means for any Benchmark, (a) the central bank for the currency in which the applicable Benchmark is denominated or any central bank or other supervisor which is responsible for supervising either the applicable Benchmark or the administrator of the applicable Benchmark or (b) any working group or committee officially endorsed or convened by (i) the central bank for the currency in which the applicable Benchmark is denominated, (ii) any central bank or other supervisor which is responsible for supervising either the applicable Benchmark or the administrator of the applicable Benchmark, (iii) a group of those central banks or other supervisors or (iv) the Financial Stability Board or any part thereof. “Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than fifty percent (50%) of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time. “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. “Responsible Officer” means, as to any Person, the chief executive officer, president, chief financial officer, controller, treasurer or assistant treasurer of such Person or any other officer of such Person designated in writing by the US Borrower and reasonably acceptable to the Administrative Agent; provided that, to the extent requested thereby, the Administrative Agent shall have received a certificate of such Person certifying as to the incumbency and genuineness of the signature of each such officer. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

31 152003688_8 “Restricted Payment” has the meaning assigned thereto in Section 9.6. “Revaluation Date” means with respect to any Loan, each of the following: (i) each date of a borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency or SONIA Daily Rate Loan, but only as to the amount so borrowed on such date, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 5.2, but only as to the amount so continued on such date, (iii) each date of issuance of a Letter of Credit denominated in an Alternative Currency (or an amendment of any such Letter of Credit having the effect of increasing the amount thereof), but only as to the Letter of Credit so issued, amended or extended on such date, (iv) each date of any payment by an Issuing Lender under any Letter of Credit denominated in an Alternative Currency, but only as to the Letter of Credit that is paid on such date, and (v) such additional dates as the Administrative Agent or an Issuing Lender shall determine or the Required Lenders shall require. “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 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 on the Closing Date shall be $500,000,000. The Revolving Credit Commitment of each Revolving Credit Lender on the Closing Date is set forth opposite the name of such Lender on Schedule 1.1(b). “Revolving Credit Commitment Percentage” means, with respect to any Revolving Credit Lender at any time, the percentage of the total Revolving Credit Commitments of all the Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Revolving Credit Commitment Percentages shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments. The initial Revolving Credit Commitment Percentage of each Revolving Credit Lender is set forth opposite the name of such Lender on Schedule 1.1(b). “Revolving Credit Exposure” means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Revolving Credit Lender’s participation in L/C Obligations and Swingline Loans at such time. “Revolving Credit Facility” means the revolving credit facility established pursuant to Article II (including any increase in such revolving credit facility established pursuant to Section 5.13). “Revolving Credit Lenders” means, collectively, all of the Lenders with a Revolving Credit Commitment or if the Revolving Credit Commitment has been terminated, all Lenders having Revolving Credit Exposure. “Revolving Credit Loan” means any revolving loan made to a Borrower pursuant to Section 2.1, and all such revolving loans collectively as the context requires. “Revolving Credit Maturity Date” means the earliest to occur of (a) July 30, 2024, (b) the date of termination of the entire Revolving Credit Commitment by the Borrowers pursuant to Section 2.5, and (c) the date of termination of the Revolving Credit Commitment pursuant to Section 10.2(a).

32 152003688_8 “Revolving Credit Note” means a promissory note made by the US Borrower in favor of a Revolving Credit Lender evidencing the Revolving Credit Loans made by such Revolving Credit Lender, substantially in the form attached as Exhibit A-1, and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part. “Revolving Credit Outstandings” means the sum of (a) with respect to Revolving Credit Loans, the Dollar Equivalent of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans, occurring on such date; plus (b) with respect to Swingline Loans, on any date, the aggregate outstanding principal amount thereof in Dollars after giving effect to any borrowings and prepayments or repayments of Swingline Loans, occurring on such date plus (c) with respect to any L/C Obligations on any date, the aggregate outstanding amount thereof in Dollars on such date after giving effect to any Extensions of Credit occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date. “Revolving Extensions of Credit” means (a) any Revolving Credit Loan then outstanding, (b) any Letter of Credit then outstanding or (c) any Swingline Loan then outstanding. “S&P” means Standard & Poor’s Rating Service, a division of S&P Global Inc. and any successor thereto. “Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or an Issuing Lender, as applicable, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency. “Sanctioned Country” means at any time, a country, region or territory which is itself the subject or target of any Sanctions. “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, Global Affairs Canada, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, or (c) any Person more than 50% owned or controlled by any such Person or Persons described in clauses (a) and (b). “Sanctions” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the Canadian government, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority in any jurisdiction in which (a) the US Borrower or any of its Subsidiaries or Affiliates is located or conducts business, (b) in which any of the proceeds of the Extensions of Credit will be used, or (c) from which repayment of the Extensions of Credit will be derived. “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. “Secured Cash Management Agreement” means any Cash Management Agreement between or among any Credit Party and any Cash Management Bank.

33 152003688_8 “Secured Hedge Agreement” means any Hedge Agreement between or among any Credit Party and any Hedge Bank. “Secured Obligations” means, collectively, (a) the Obligations and (b) all existing or future payment and other obligations owing by any Credit Party under (i) any Secured Hedge Agreement (other than an Excluded Swap Obligation) and (ii) any Secured Cash Management Agreement. “Secured Parties” means, collectively, the Administrative Agent, the Lenders (including Designated Lenders), the Issuing Lenders, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 11.5, any other holder from time to time of any of any Secured Obligations and, in each case, their respective successors and permitted assigns. “Securities Pledge Agreement” means the second amended and restated securities pledge agreement of even date herewith executed by the Credit Parties in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, which shall be in form and substance acceptable to the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time. “Security Agreement” means the second amended and restated security agreement of even date herewith executed by the Credit Parties in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, which shall be in form and substance acceptable to the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time. “Security Documents” means the collective reference to the Security Agreement, the Securities Pledge Agreement, and each other agreement or writing hereafter delivered to Administrative Agent pursuant to which any Credit Party pledges or grants a security interest in any Property or assets securing the Secured Obligations. “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. “SONIA” means, for each day any Loan denominated in Sterling is outstanding, a rate equal to the Sterling Overnight Index Average as administered by the SONIA Administrator. “SONIA Adjustment” means percentage equal to 0.0326% (3.26 basis points) per annum. “SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

34 152003688_8 “SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time. “SONIA Daily Rate” means, for any day, with respect to any Credit Extension denominated in Sterling, the rate per annum equal to the sum of (a) SONIA for the day (such day, a “SONIA Determination Day”) that is four (4) Business Days prior to (i) if such day is a Business Day, such day or (ii) if such day is not a Business Day, the Business Day immediately preceding such day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website; provided that if by 5:00 p.m. (London time) on the second (2nd) Business Day immediately following any SONIA Determination Day, SONIA in respect of such SONIA Determination Day has not been published on the SONIA Administrator’s Website, then SONIA for such SONIA Determination Day will be SONIA as published in respect of the first preceding Business Day for which SONIA was published on the SONIA Administrator’s Website; provided further that SONIA as determined pursuant to this proviso shall be utilized for purposes of calculation of SONIA Daily Rate for no more than three (3) consecutive days and (b) the SONIA Adjustment. Any change in the SONIA Daily Rate due to a change in SONIA shall be effective from and including the effective date of such change in SONIA without notice to the Borrowers. “SONIA Daily Rate Loan” means a Loan that bears interest at a rate based on the SONIA Daily Rate. All SONIA Daily Rate Loans must be denominated in Sterling. “Specified Transactions” means (a) any Asset Disposition, (b) any Permitted Acquisition and (c) the Transactions. “Spot Rate” for a currency means the rate determined by the Administrative Agent or an Issuing Lender, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or an Issuing Lender, as applicable, may obtain such spot rate from another financial institution designated by the Administrative Agent or such Issuing Lender if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; provided further that an Issuing Lender may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency. “Sterling” or “£” means the lawful currency of the United Kingdom. “Subordinated Indebtedness” means the collective reference to any Indebtedness incurred by the US Borrower or any of its Subsidiaries that is subordinated in right and time of payment to the Obligations on terms and conditions satisfactory to the Administrative Agent. “Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Borrower.

35 152003688_8 “Subsidiary Guarantors” means, collectively, all direct and indirect Material Domestic Subsidiaries of the US Borrower in existence on the Closing Date or which become a party to the Subsidiary Guaranty Agreement pursuant to Section 8.14. “Subsidiary Guaranty Agreement” means the second amended and restated guaranty of even date herewith executed by the US Borrower and the Subsidiary Guarantors in favor of the Administrative Agent, for the ratable benefit and the Secured Parties, which shall be in form and substance acceptable to the Administrative Agent. “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. “Sweep Arrangement” has the meaning assigned thereto in Section 2.2(a). “Swingline Commitment” means the lesser of (a) $25,000,000 and (b) the Revolving Credit Commitment. “Swingline Facility” means the swingline facility established pursuant to Section 2.2. “Swingline Lender” means Wells Fargo in its capacity as swingline lender hereunder or any successor thereto. “Swingline Loan” means any swingline loan made by the Swingline Lender to the US Borrower pursuant to Section 2.2, and all such swingline loans collectively as the context requires. “Swingline Note” means a promissory note made by the US Borrower in favor of the Swingline Lender evidencing the Swingline Loans made by the Swingline Lender, substantially in the form attached as Exhibit A-2, and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part. “Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an Operating Lease in accordance with GAAP. “TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007. “TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto. “Termination Event” means the occurrence of any of the following which, individually or in the aggregate, has resulted or could reasonably be expected to result in liability of the US Borrower in an aggregate amount in excess of the Threshold Amount: (a) a “Reportable Event” described in Section 4043 of ERISA, or (b) the withdrawal of any Credit Party or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation

36 152003688_8 of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303 of ERISA, or (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or plan in endangered or critical status with the meaning of Sections 430, 431 or 432 of the Code or Sections 303, 304 or 305 of ERISA or (h) the partial or complete withdrawal of any Credit Party or any ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by such plan, or (i) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4245 of ERISA, or (j) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA, or (k) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Credit Party or any ERISA Affiliate. “Threshold Amount” means $20,000,000. “Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender at such time. “Trade Date” has the meaning assigned thereto in Section 12.9(h)(i). “Transaction Costs” means all transaction fees, charges and other amounts related to the Transactions and any Permitted Acquisitions (including, without limitation, any financing fees, merger and acquisition fees, legal fees and expenses, due diligence fees or any other fees and expenses in connection therewith), in each case to the extent paid within six (6) months of the closing of the Credit Facility or such Permitted Acquisition, as applicable, and approved by the Administrative Agent in its reasonable discretion. “Transactions” means, collectively, (a) the repayment in full of all Indebtedness outstanding under the Existing Credit Agreement, (b) the initial Extensions of Credit and (c) the payment of the Transaction Costs incurred in connection with the foregoing. “UCC” means the Uniform Commercial Code as in effect in the State of Illinois. “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

37 152003688_8 “Uniform Customs” means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time). “United States” means the United States of America. “US Borrower” has the meaning in the Preamble. “US Collateral” means Collateral granted by the US Borrower and the Subsidiary Guarantors (excluding voting Capital Stock of a Foreign Subsidiary in excess of 65% of the outstanding voting Capital Stock of such Foreign Subsidiary). “US Obligations” means Secured Obligations other than Non-US Obligations. “U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code. “U.S. Tax Compliance Certificate” has the meaning assigned thereto in Section 5.11(g). “USD LIBOR” has the meaning assigned thereto in the definition of “Eurocurrency Rate”. “USD LIBOR Rate” has the meaning assigned thereto in the definition of “Eurocurrency Rate”. “Wells Fargo” means Wells Fargo Bank, National Association, a national banking association. “Wholly-Owned” means, with respect to a Subsidiary, that all of the Capital Stock of such Subsidiary are, directly or indirectly, owned or controlled by any Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by Applicable Law to be owned by a Person other than such Borrower and/or one or more of its Wholly- Owned Subsidiaries). “Withholding Agent” means the US Borrower and the Administrative Agent. “Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA 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 and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers. SECTION 1.2 Other Definitions and Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors and assigns,

38 152003688_8 (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (h) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (i) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form and (j) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including” SECTION 1.3 Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing the audited financial statements required by Section 8.1(a), except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the US Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the US Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the US Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the US Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. For the avoidance of doubt, (i) notwithstanding any change in GAAP pursuant to FASB ASC 842 that would require lease obligations that would have been treated as Operating Leases for purposes of GAAP prior to the effectiveness of FASB ASC 842 to be classified and accounted for as finance leases or otherwise reflected on Credit Parties’ and their Subsidiaries’ consolidated balance sheet, such obligations shall continue to be treated as Operating Leases for all purposes under this Agreement and the other Loan Documents and (ii) any lease that was entered into after the effectiveness of FASB ASC 842 that would have been considered an Operating Lease under GAAP prior to the effectiveness of FASB ASC 842 shall be treated as an Operating Lease for all purposes under this Agreement and the other Loan Documents. Notwithstanding any other provision contained in this Agreement, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, so long as the following properties are not owned by US Borrower or any of its Subsidiaries, any long term lease entered into after the Closing Date by Elgin Sweeper Company for 1300 W. Bartlett Road, Elgin, IL and/or by Federal Signal Corporation for 2645 Federal Signal Drive, University Park, IL shall be treated as an Operating Lease irrespective of whether it is to be classified and accounted for as a finance lease for GAAP purposes. SECTION 1.4 UCC Terms. Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those

39 152003688_8 definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect. SECTION 1.5 Rounding. Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 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, AML Legislation, Anti-Corruption Laws, Anti-Money Laundering Laws, the Bankruptcy Code, the BIA, the CCAA, the Code, the Commodity Exchange Act, ERISA, the Exchange Act, the ITA, the PATRIOT Act, the Securities Act of 1933, the UCC, the PPSA, 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. SECTION 1.7 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable), except with respect to any borrowings and payments in Euro, such references shall mean London, England time, unless otherwise notified by the Administrative Agent. SECTION 1.8 Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit in Dollars after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor (at the time specified therefor in such applicable Letter of Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent reduction of such Letter of Credit or (b) any amount in Dollars which is drawn, reimbursed and no longer available under such Letter of Credit). SECTION 1.9 Guarantees. Unless otherwise specified, the amount of any Guarantee shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee. SECTION 1.10 Covenant Compliance Generally. For purposes of determining compliance under Sections 9.1, 9.2, 9.3, 9.5 and 9.6, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating Consolidated Net Income in the most recent annual financial statements of the US Borrower and its Subsidiaries delivered pursuant to Section 8.1(a) or Section 6.1(f), as applicable. Notwithstanding the foregoing, for purposes of determining compliance with Sections 9.1, 9.2 and 9.3, with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no breach of any basket contained in such sections shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that for the avoidance of doubt, the foregoing provisions of this Section 1.10 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections.

40 152003688_8 SECTION 1.11 Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable Issuing Lender shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent. (b) Wherever in this Agreement in connection with a Revolving Loan Commitment, borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or a SONIA Daily Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Revolving Loan Commitment or Eurocurrency Rate Loan or SONIA Daily Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable Issuing Lender, as the case may be. SECTION 1.12 Change of Currency. (a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Revolving Loan Commitment in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Revolving Loan Commitment, at the end of the then current Interest Period. (b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro. SECTION 1.13 Limited Condition Acquisitions. In the event that the US Borrower notifies the Administrative Agent in writing that any proposed Acquisition is a Limited Condition Acquisition and that the US Borrower wishes to test the conditions under this Agreement to such Acquisition and the Indebtedness that is to be used to finance such Acquisition in accordance with this Section 1.13, then, the following provisions shall apply: (a) any condition to such Limited Condition Acquisition or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Default or Event of Default shall have occurred and be continuing on the date the definitive agreement governing such Limited Condition Acquisition is entered into (the “LCA Test Date”) and (ii) no Event of Default under any of Section 10.1(a), 10.1(b), 10.1(i) or 10.1(j) shall have occurred and be continuing both immediately before and immediately after giving effect to such Limited Condition Acquisition and any Indebtedness incurred in connection therewith (including any such additional Indebtedness);

41 152003688_8 (b) any condition to such Limited Condition Acquisition or such Indebtedness that any of the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of consummation of such Limited Condition Acquisition or the incurrence of such Indebtedness shall be deemed satisfied if (i) as of the LCA Test Date, such representations and warranties in this Agreement and the other Loan Documents are true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects), or if such representation speaks as of an earlier date, as of such earlier date and (ii) as of the date of consummation of such Limited Condition Acquisition, (A) the representations and warranties under the relevant definitive agreement governing such Limited Condition Acquisition as are material to the lenders providing such Indebtedness shall be true and correct, but only to the extent that the US Borrower or its applicable Subsidiary has the right to terminate its obligations under such agreement or otherwise decline to close such Limited Condition Acquisition as a result of a breach of such representations and warranties or the failure of those representations and warranties to be true and correct and (B) the representations and warranties set forth in (or substantially similar to) Section 7.1(a), Section 7.3, Section 7.4, Section 7.10, Section 7.11, Section 7.17 and Section 7.20 shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects); (c) any financial ratio test or condition to be tested in connection with such Limited Condition Acquisition and the availability of such Indebtedness will be tested as of the LCA Test Date, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis where applicable, and, for the avoidance of doubt, (i) such ratios and baskets shall not be tested at the time of consummation of such Limited Condition Acquisition and (ii) if any of such ratios are exceeded or conditions are not met following the LCA Test Date, but prior to the closing of such Limited Condition Acquisition, as a result of fluctuations in such ratio or amount (including due to fluctuations in Consolidated EBITDA of the US Borrower or the Person subject to such Limited Condition Acquisition), at or prior to the consummation of the relevant transaction or action, such ratios will not be deemed to have been exceeded and such conditions will not be deemed unmet as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; (d) except as provided in the next sentence, in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have been consummated. Notwithstanding the foregoing, any calculation of a ratio in connection with determining the Applicable Margin and determining whether or not the US Borrower is in compliance with the financial covenants set forth in Section 9.15 shall, in each case be calculated assuming such Limited Condition Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated. The foregoing provisions shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios is separately tested. SECTION 1.14 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to

42 152003688_8 the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Capital Stock at such time. SECTION 1.15 Rates. The interest rate on Loans denominated in Dollars or an Alternative Currency may be determined by reference to a benchmark rate that is, or may in the future become, the subject of regulatory reform or cessation. Regulators have signaled the need to use alternative reference rates for some of these benchmark rates and, as a result, such benchmark rates may cease to comply with applicable laws and regulations, may be permanently discontinued or the basis on which they are calculated may change. The London interbank offered rate, which may be one of the benchmark rates with reference to which the interest rate on Loans may be determined, is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the ICE Benchmark Administration (“IBA”), the administrator of the London interbank offered rate, and the Financial Conduct Authority (the “FCA”), the regulatory supervisor of IBA, announced in public statements (the “Announcements”) that the final publication or representativeness date for the London interbank offered rate for: (a) Sterling and Euros will be December 31, 2021, (b) Dollars for 1-week and 2- month tenor settings will be December 31, 2021 and (c) Dollars for overnight, 1-month, 3-month, 6-month and 12-month tenor settings will be June 30, 2023. No successor administrator for IBA was identified in such Announcements. As a result, it is possible that commencing immediately after such dates, the London interbank offered rate for such currencies and tenors may no longer be available or may no longer be deemed a representative reference rate upon which to determine the interest rate on applicable Loans. There is no assurance that the dates set forth in the Announcements will not change or that IBA or the FCA will not take further action that could impact the availability, composition or characteristics of any London interbank offered rate. Public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to implement new or alternative reference rates to be used in place of London interbank offered rates. In the event that the London interbank offered rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Section 5.8(c), such Section 5.8(c) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the US Borrower, pursuant to Section 5.8(c), of any change to the reference rate upon which the interest rate on Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (i) the continuation of, administration of, submission of, calculation of or any other matter related to the London interbank offered rate, the rates in the definition of “Eurocurrency Rate” or “SONIA Daily Rate” or any Benchmark, any component definition thereof or rates referenced in the definition thereof or with respect to any alternative, successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 5.8(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the US Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

43 152003688_8 ARTICLE II REVOLVING CREDIT FACILITY SECTION 2.1 Revolving Credit Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Revolving Credit Lender severally agrees to make Revolving Credit Loans (i) in Dollars or in one or more Alternative Currencies to the US Borrower or (ii) in one or more Alternative Currencies to the Non-US Borrowers, from time to time from the Closing Date to, but not including, the Revolving Credit Maturity Date as requested by the US Borrower in accordance with the terms of Section 2.3; provided, that (a) the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment, (b) the Revolving Credit Exposure of any Revolving Credit Lender shall not at any time exceed such Revolving Credit Lender’s Revolving Credit Commitment and (c) the aggregate Revolving Credit Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each Revolving Credit Loan by a Revolving Credit Lender shall be in a principal amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrowers may borrow, repay and reborrow Revolving Credit Loans hereunder until the Revolving Credit Maturity Date. SECTION 2.2 Swingline Loans. (a) Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, Section 6.2(e) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, the Swingline Lender may, in its sole discretion, make Swingline Loans in Dollars to the US Borrower from time to time from the Closing Date to, but not including, the Revolving Credit Maturity Date; provided, that (i) after giving effect to any amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and (ii) the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) shall not exceed the Swingline Commitment. Notwithstanding any provision herein to the contrary, the Swingline Lender and the US Borrower may agree that the Swingline Facility may be used to automatically draw and repay Swingline Loans (subject to the limitations set forth herein) pursuant to cash management arrangements between the US Borrower and the Swingline Lender (the “Sweep Arrangement”). Principal and interest on Swingline Loans deemed requested pursuant to the Sweep Arrangement shall be paid pursuant to the terms and conditions agreed to between the US Borrower and the Swingline Lender (without any deduction, setoff or counterclaim whatsoever). The borrowing and disbursement provisions set forth in Section 2.3 and any other provision hereof with respect to the timing or amount of payments on the Swingline Loans (other than Section 2.4(a)) shall not be applicable to Swingline Loans made and prepaid pursuant to the Sweep Arrangement. Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Arrangement, the principal amount of the Swingline Loans shall be paid in full, together with accrued interest thereon, on the Revolving Credit Maturity Date. (b) Refunding. (i) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the US Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), by written notice given no later than 11:00 a.m. on any Business Day request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan as a Base Rate Loan in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent

44 152003688_8 in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such notice. The proceeds of such Revolving Credit Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No Revolving Credit Lender’s obligation to fund its respective Revolving Credit Commitment Percentage of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Revolving Credit Commitment Percentage of a Swingline Loan, nor shall any Revolving Credit Lender’s Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Revolving Credit Commitment Percentage of a Swingline Loan. (ii) The US Borrower shall pay to the Swingline Lender on demand, and in any event on the Revolving Credit Maturity Date, in immediately available funds the amount of such Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, the US Borrower irrevocably authorizes the Administrative Agent to charge any account maintained by the US Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the US Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages. (iii) If for any reason any Swingline Loan cannot be refinanced with a Revolving Credit Loan pursuant to Section 2.2(b)(i), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.2(b)(i), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Swingline Loans then outstanding. Each Revolving Credit Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its Swingline Participation Amount. Whenever, at any time after the Swingline Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Revolving Credit Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Revolving Credit Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided that in the event that such payment received by the Swingline Lender is required to be returned, such Revolving Credit Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. (iv) Each Revolving Credit Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.2(b)(i) and to purchase participating interests pursuant to Section 2.2(b)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or the US Borrower may have against the Swingline Lender, the US Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VI, (C) any adverse change in

45 152003688_8 the condition (financial or otherwise) of the US Borrower, (D) any breach of this Agreement or any other Loan Document by the US Borrower, any other Credit Party or any other Revolving Credit Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. (v) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.2(b) by the time specified in Section 2.2(b)(i) or 2.2(b)(iii), as applicable, the Swingline Lender shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Revolving Credit Loan or Swingline Participation Amount, as the case may be. A certificate of the Swingline Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. (c) Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, this Section 2.2 shall be subject to the terms and conditions of Section 5.14 and Section 5.15. SECTION 2.3 Procedure for Advances of Revolving Credit Loans and Swingline Loans. (a) Requests for Borrowing. The applicable Borrower shall give the Administrative Agent irrevocable prior written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan, (ii) at least three (3) Eurocurrency Banking Days before each Eurocurrency Rate Loan denominated in Dollars or Canadian Dollars, (iii) at least four (4) Eurocurrency Banking Days before each Eurocurrency Rate Loan denominated in Alternative Currencies (other than Canadian Dollars) and (iv) at least four (4) Business Days before each SONIA Daily Rate Loan of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the name of the Borrower, (C) the amount of such borrowing, which shall be, (x) with respect to Base Rate Loans (other than Swingline Loans) in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, (y) with respect to Eurocurrency Rate Loans and SONIA Daily Rate Loans, in an aggregate principal amount of $5,000,000 (or, if such Loan is denominated in an Alternative Currency, 5,000,000 units of such currency) or a whole multiple of $1,000,000 (or, if such Loan is denominated in an Alternative Currency, 1,000,000 units of such currency) in excess thereof and (z) with respect to Swingline Loans in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, the remaining amount of the Revolving Credit Commitment or the Swingline Commitment, as applicable), (D) whether such Loan is to be a Revolving Credit Loan or Swingline Loan, (E) in the case of a Revolving Credit Loan to be made in Dollars whether the Loans are to be Eurocurrency Rate Loans or Base Rate Loans, (F) in the case of a Revolving Credit Loan which is a Eurocurrency Rate Loan, the currency to be borrowed and (G) in the case of a Eurocurrency Rate Loan, the duration of the Interest Period applicable thereto; provided that if the applicable Borrower wishes to request Eurocurrency Rate Loans having an Interest Period of twelve months in duration, such notice must be received by the Administrative Agent not later than 11:00 a.m. three (3) Eurocurrency Banking Days prior to the requested date of such borrowing, whereupon the Administrative Agent shall give prompt notice to the Revolving Credit Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. If the applicable Borrower fails to specify a type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as Base Rate Loans denominated

46 152003688_8 in Dollars; provided, however, with respect to a Loan denominated in an Alternative Currency, such Loans shall be made as Eurocurrency Rate Loans with an Interest Period of one month or SONIA Daily Rate Loans, as applicable. If the applicable Borrower fails to specify a currency in a Notice of Borrowing then the Loan so requested shall be made in Dollars. If the applicable Borrower requests a borrowing of Eurocurrency Rate Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. A Notice of Borrowing received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Revolving Credit Lenders of each Notice of Borrowing. (b) Disbursement of Revolving Credit and Swingline Loans. Following receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Revolving Credit Commitment Percentage of the Revolving Credit Loans. Not later than 1:00 p.m. on the proposed borrowing date, and not later than the Applicable Time specified by the Administrative Agent in the case of any Revolving Credit Loan in an Alternative Currency, (i) each Revolving Credit Lender will make available to the Administrative Agent, for the account of the applicable Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Loans denominated in Dollars or the Alternative Currency to be made on such borrowing date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the US Borrower, at the office of the Administrative Agent in funds denominated in Dollars immediately available to the Administrative Agent, the Swingline Loans to be made on such borrowing date. Each Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section in immediately available funds by crediting or wiring such proceeds to the deposit account of the US Borrower identified in the most recent notice substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the US Borrower to the Administrative Agent or as may be otherwise agreed upon by the US Borrower and the Administrative Agent from time to time. Subject to Section 5.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section to the extent that any Revolving Credit Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Loan. Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Revolving Credit Lenders as provided in Section 2.2(b). SECTION 2.4 Repayment and Prepayment of Revolving Credit and Swingline Loans. (a) Repayment on Termination Date. The US Borrower hereby agrees to repay the outstanding principal amount of all (i) Revolving Credit Loans in full on the Revolving Credit Maturity Date and (ii) all Swingline Loans in accordance with Section 2.2(b) (but, in any event, no later than the Revolving Credit Maturity Date), together, in each case, with all accrued but unpaid interest thereon. Each Non US Borrower hereby agrees to repay the outstanding principal amount of Non-US Revolving Credit Loans borrowed by such Non US Borrower on the Revolving Credit Maturity Date, together, in each case, with all accrued but unpaid interest thereon. (b) Mandatory Prepayments. If at any time the Revolving Credit Outstandings exceed the Revolving Credit Commitment, the US Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, a payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount equal to such excess (such Cash Collateral to be applied in accordance with Section 10.2(b)). If the Administrative Agent notifies the US Borrower at any time that

47 152003688_8 the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the US Borrower or the Non-US Borrowers solely as to their Non-US Obligations, as applicable, shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. (c) Optional Prepayments. The Borrowers may at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, in whole or in part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 11:00 a.m. (i) on the same Business Day of the intended prepayment of each Base Rate Loan and each Swingline Loan, (ii) at least three (3) Eurocurrency Banking Days before the intended prepayment of each Eurocurrency Rate Loan denominated in Dollars or Canadian Dollars, (iii) four (4) Eurocurrency Banking Days before the intended prepayment of each Eurocurrency Rate Loan denominated in Alternative Currencies (other than Canadian Dollars) and (iv) four (4) Business Days before the intended prepayment of each SONIA Daily Rate Loan, specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency Rate Loans, Base Rate Loans, SONIA Daily Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $5,000,000 (or, if such Loan is denominated in an Alternative Currency, 5,000,000 units of such currency) or a whole multiple of $1,000,000 (or, if such Loan is denominated in an Alternative Currency, 1,000,000 units of such currency) in excess thereof with respect to Eurocurrency Rate Loans (whether denominated in Dollars or Alternative Currencies) and SONIA Daily Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrowers in the event such contingency is not met (provided that the failure of such contingency shall not relieve the Borrowers from their obligations in respect thereof under Section 5.9). (d) Limitation on Prepayment of Eurocurrency Rate Loans and SONIA Daily Rate Loans. The Borrowers may not prepay any Eurocurrency Rate Loan on any day other than on the last day of the Interest Period applicable thereto or any SONIA Daily Rate Loan on the Interest Payment Date applicable thereto, in each case unless such prepayment is accompanied by any amount required to be paid pursuant to Section 5.9 hereof. (e) Hedge Agreements. No repayment or prepayment of the Loans pursuant to this Section shall affect any of the Borrowers’ obligations under any Hedge Agreement entered into with respect to the Loans. SECTION 2.5 Reserved. SECTION 2.6 Termination of Revolving Credit Facility. The Revolving Credit Facility and the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date.

48 152003688_8 ARTICLE III LETTER OF CREDIT FACILITY SECTION 3.1 L/C Facility. (a) Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit denominated in Dollars or one more Alternative Currencies in an aggregate amount not to exceed its L/C Commitment for the account of the US Borrower or, subject to Section 3.10, any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Closing Date to, but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit, (b) the L/C Obligations would exceed the L/C Commitment with respect to each Issuing Lender, (c) the Revolving Credit Outstandings would exceed the Revolving Credit Commitment or (d) the Revolving Credit Outstandings denominated in Alternative Currencies would exceed the Alternative Currency Sublimit. Each Letter of Credit shall (i) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (ii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Illinois. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or (B) any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good faith deems material to it, or (C) the conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. (b) Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, Article III shall be subject to the terms and conditions of Section 5.14 and Section 5.15. SECTION 3.2 Procedure for Issuance of Letters of Credit. The US Borrower may from time to time request that any Issuing Lender issue, amend, renew or extend a Letter of Credit by delivering to such Issuing Lender at its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender or the Administrative Agent may request (which information shall include the applicable currency in which such Letter of Credit shall be denominated). Upon receipt of any Letter of Credit Application, the applicable Issuing Lender shall, process such Letter of Credit Application and the certificates, documents and other

49 152003688_8 papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article VI, promptly issue, amend, renew or extend the Letter of Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the US Borrower. The applicable Issuing Lender shall promptly furnish to the US Borrower and the Administrative Agent a copy of such Letter of Credit and the Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s participation therein. SECTION 3.3 Commissions and Other Charges. (a) Letter of Credit Commissions. Subject to Section 5.15(a)(iii)(B), the US Borrower shall pay to the Administrative Agent, for the account of the applicable Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in the amount equal to (i) in the case of commercial Letters of Credit, the Dollar Equivalent of the daily amount available to be drawn under such commercial Letters of Credit times the Applicable Margin with respect to Revolving Credit Loans that are Eurocurrency Rate Loans and (ii) in the case of standby Letters of Credit, the Dollar Equivalent of the daily amount available to be drawn under such standby Letters of Credit times the Applicable Margin with respect to Revolving Credit Loans that are Eurocurrency Rate Loans (determined, in each case, on a per annum basis). Such commission shall be payable in Dollars quarterly in arrears on the last Business Day of each calendar quarter (commencing with the first such date to occur after the issuance of such Letter of Credit), on the Revolving Credit Maturity Date and thereafter on demand of the Administrative Agent. The Administrative Agent shall, promptly following its receipt thereof, distribute to the applicable Issuing Lender and the L/C Participants all commissions received pursuant to this Section 3.3 in accordance with their respective Revolving Credit Commitment Percentages. (b) Issuance Fee. In addition to the foregoing commission, the US Borrower shall pay directly to the applicable Issuing Lender, for its own account, an issuance fee with respect to each Letter of Credit issued by such Issuing Lender as set forth in the Fee Letters executed by such Issuing Lender. Such issuance fee shall be payable in Dollars quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit Maturity Date and thereafter on demand of the applicable Issuing Lender. (c) Other Fees, Costs, Charges and Expenses. In addition to the foregoing fees and commissions, the US Borrower shall pay or reimburse each Issuing Lender in Dollars for such normal and customary fees, costs, charges and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. (d) The commissions, fees, charges, costs and expenses payable pursuant to this Section 3.3 shall be payable in Dollars (based on the Dollar amount of such fees), notwithstanding the applicable currency in which the applicable Letter of Credit is denominated. SECTION 3.4 L/C Participations. (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest

50 152003688_8 equal to such L/C Participant’s Revolving Credit Commitment Percentage in each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the US Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender, in the applicable currency in which such Letter of Credit is denominated, upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent, in the applicable currency in which such Letter of Credit is denominated (which, in turn shall pay such Issuing Lender) the amount specified on the applicable due date. If any such amount is paid to such Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Administrative Agent, which in turn shall pay such Issuing Lender, in the applicable currency in which such Letter of Credit is denominated, on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Overnight Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360, plus any administrative, processing or similar fees customarily charged by such Issuing Lender in connection with the foregoing. A certificate of such Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Administrative Agent or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent, which shall in turn pay to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. (d) Each L/C Participant’s obligation to make the Revolving Credit Loans referred to in Section 3.4(b) and to purchase participating interests pursuant to Section 3.4(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or the US Borrower may have against the Issuing Lender or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VI, (iii) any adverse change in the condition (financial or otherwise) of the US Borrower, (iv) any breach of this Agreement or any other Loan Document by the US Borrower, any other Credit Party or any other Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

51 152003688_8 SECTION 3.5 Reimbursement Obligation of the US Borrower. (a) (i) In the event of any drawing under any Letter of Credit, the US Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in Same Day Funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the US Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (A) such draft so paid and (B) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. (ii) In the case of a Letter of Credit denominated in an Alternative Currency, the US Borrower shall reimburse such Issuing Lender in such Alternative Currency, unless (A) such Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the US Borrower shall have notified such Issuing Lender promptly following receipt of the notice of drawing that the US Borrower will reimburse such Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, such Issuing Lender shall notify the US Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by such Issuing Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by such Issuing Lender under a Letter of Credit to be reimbursed in an Alternative Currency, the US Borrower shall reimburse such Issuing Lender through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. (b) Unless the US Borrower shall immediately notify such Issuing Lender that the US Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the US Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan funded in Dollars as a Base Rate Loan on the applicable repayment date in the Dollar Equivalent of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender in effecting the payment of any Letter of Credit denominated in an Alternative L/C Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan funded in Dollars as a Base Rate Loan in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the US Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, or if the amount of such drawing is not fully refunded through a Base Rate Loan as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until paid in full. (c) The US Borrower shall, upon demand from any Issuing Lender or L/C Participant, pay to such Issuing Lender or L/C Participant, the amount of (i) any loss or cost or increased cost incurred by such Issuing Lender or L/C Participant, (ii) any reduction in any amount payable to or in the effective return on the capital to such Issuing Lender or L/C Participant, (iii) any currency exchange loss, in each case that such Issuing Lender or L/C Participant sustains as a result of the US Borrower’s repayment in Dollars of any Letter of Credit denominated in an Alternative Currency. A certificate of such Issuing Lender setting

52 152003688_8 forth in reasonable detail the basis for determining such additional amount or amounts necessary to compensate such Issuing Lender shall be conclusively presumed to be correct save for manifest error. SECTION 3.6 Obligations Absolute. The US Borrower’s obligations under this Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which the US Borrower may have or have had against the applicable Issuing Lender or any beneficiary of a Letter of Credit or any other Person. The US Borrower also agrees that the applicable Issuing Lender and the L/C Participants shall not be responsible for, and the US Borrower’s Reimbursement Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the US Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the US Borrower against any beneficiary of such Letter of Credit or any such transferee or any adverse change in the relevant exchange rates or in the availability of any applicable currency to the US Borrower or any applicable Subsidiary or in the relevant currency markets generally. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit issued by it, except for errors or omissions caused by such Issuing Lender’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment. The US Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct shall be binding on the US Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the US Borrower. The responsibility of any Issuing Lender to the US Borrower in connection with any draft presented for payment under any Letter of Credit issued to it shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment substantially conforms to the requirements under such Letter of Credit. SECTION 3.7 Effect of Letter of Credit Application. To the extent that any provision of any Letter of Credit Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply. SECTION 3.8 Resignation of Issuing Lenders. (a) Any Lender may at any time resign from its role as an Issuing Lender hereunder upon not less than thirty (30) days prior notice to the US Borrower and the Administrative Agent (or such shorter period of time as may be acceptable to the US Borrower and the Administrative Agent). (b) Any resigning Issuing Lender shall retain all the rights, powers, privileges and duties of an Issuing Lender hereunder with respect to all Letters of Credit issued by it that are outstanding as of the effective date of its resignation as an Issuing Lender and all L/C Obligations with respect thereto (including, without limitation, the right to require the Revolving Credit Lenders to take such actions as are required under Section 3.4). Without limiting the foregoing, upon the resignation of a Lender as an Issuing Lender hereunder, the US Borrower may, or at the request of such resigned Issuing Lender the US Borrower shall, use commercially reasonable efforts to, arrange for one or more of the other Issuing Lenders to issue Letters of Credit hereunder in substitution for the Letters of Credit, if any, issued by such resigned Issuing Lender and outstanding at the time of such resignation, or make other arrangements satisfactory to the resigned Issuing Lender to effectively cause another Issuing Lender to assume the obligations of the resigned Issuing Lender with respect to any such Letters of Credit.

53 152003688_8 SECTION 3.9 Reporting of Letter of Credit Information and L/C Commitment. At any time that there is an Issuing Lender that is not also the financial institution acting as Administrative Agent, then (a) on the last Business Day of each calendar month, (b) on each date that a Letter of Credit is amended, terminated or otherwise expires, (c) on each date that a Letter of Credit is issued or the expiry date of a Letter of Credit is extended, and (d) upon the request of the Administrative Agent, each Issuing Lender (or, in the case of clauses (b), (c) or (d) of this Section, the applicable Issuing Lender) shall deliver to the Administrative Agent a report setting forth in form and detail reasonably satisfactory to the Administrative Agent information (including, without limitation, any reimbursement, Cash Collateral, or termination in respect of Letters of Credit issued by such Issuing Lender) with respect to each Letter of Credit issued by such Issuing Lender that is outstanding hereunder. In addition, each Issuing Lender shall provide notice to the Administrative Agent of its L/C Commitment, or any change thereto, promptly upon it becoming an Issuing Lender or making any change to its L/C Commitment. No failure on the part of any Issuing Lender to provide such information pursuant to this Section 3.9 shall limit the obligations of the US Borrower or any Revolving Credit Lender hereunder with respect to its reimbursement and participation obligations hereunder. SECTION 3.10 Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Domestic Subsidiary, the US Borrower shall be obligated to reimburse, or to cause the applicable Subsidiary to reimburse, the applicable Issuing Lender hereunder for any and all drawings under such Letter of Credit. The US Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any of its Subsidiaries inures to the benefit of the US Borrower and that the US Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. ARTICLE IV RESERVED ARTICLE V GENERAL LOAN PROVISIONS SECTION 5.1 Interest. (a) Interest Rate Options. Subject to the provisions of this Section, at the election of the applicable Borrower, (i) Revolving Credit Loans denominated in Dollars and, if applicable, Incremental Term Loans, shall bear interest at (A) the Base Rate plus the Applicable Margin or (B) the Adjusted Eurocurrency Rate plus the Applicable Margin, (ii) Revolving Credit Loans denominated in an Alternative Currency (other than Sterling) shall bear interest at the Adjusted Eurocurrency Rate plus the Applicable Margin (provided that the Adjusted Eurocurrency Rate shall not be available until three (3) Business Days (or four (4) Business Days in the case of any Alternative Currency other than Canadian Dollars) after the Closing Date unless the US Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement), (iii) Revolving Credit Loans denominated in Sterling shall bear interest at the SONIA Daily Rate plus the Applicable Margin and (iv) any Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin. The applicable Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to Section 5.2. (b) Default Rate. Subject to Section 10.3, (i) immediately upon the occurrence and during the continuance of an Event of Default under Section 10.1(a), (b), (i) or (j), or (ii) at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, (A) the Borrowers shall no longer have the option to request Eurocurrency Rate Loans, SONIA Daily Rate Loans, Swingline

54 152003688_8 Loans or Letters of Credit, (B) any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto, (C) all outstanding Eurocurrency Rate Loans shall bear interest at a rate per annum of two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Eurocurrency Rate Loans until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans, (D) all outstanding SONIA Daily Rate Loans shall bear interest at a rate per annum of two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to SONIA Daily Rate Loans until the next Interest Payment Date therefor and thereafter shall automatically be converted to a Base Rate Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of the applicable Alternative Currency) immediately and shall, as of such conversion, bear interest at a rate per annum of two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans, (E) all outstanding Base Rate Loans and other Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Base Rate Loans or such other Obligations arising hereunder or under any other Loan Document (such rate as determined under clause (C), (D) or (E), as applicable, “Default Rate”) and (F) all accrued and unpaid interest shall be due and payable on demand of the Administrative Agent. Interest shall continue to accrue on the Obligations after the filing by or against the Borrowers of any petition seeking any relief in bankruptcy or under any Debtor Relief Law. (c) Interest Payment and Computation. Interest on each Base Rate Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto commencing September 30, 2019; interest on each SONIA Daily Rate Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto; and interest on each Eurocurrency Rate Loan shall be due and payable on the last day of each Interest Period applicable thereto, and if such Interest Period extends over three (3) months, at the end of each three (3) month interval during such Interest Period. All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations of interest for SONIA Daily Rate Loans shall be made on the basis of a year of 365 days and actual days elapsed. All other computations of fees and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365/366- day year) or, in the case of interest on Eurocurrency Rate Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields. (d) Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrowers any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrowers not pay or contract to pay, and that neither the Administrative

55 152003688_8 Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrowers under Applicable Law. SECTION 5.2 Notice and Manner of Conversion or Continuation of Loans. Provided that no Default or Event of Default has occurred and is then continuing, the Borrowers shall have the option, subject to Section 5.1(a), to (a) convert at any time following the third Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to $5,000,000 (or, if such Loan is denominated in an Alternative Currency, 5,000,000 units of such currency) or any whole multiple of $1,000,000 (or, if such Loan is denominated in an Alternative Currency, 1,000,000 units of such currency) in excess thereof (or such lesser amount as shall represent all of the Base Rate Loans then outstanding) into one or more Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency), (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding Eurocurrency Rate Loans denominated in Dollars in a principal amount equal to $3,000,000 or a whole multiple of $1,000,000 in excess thereof (or such lesser amount as shall represent all of the Eurocurrency Rate Loans then outstanding) into Base Rate Loans (other than Swingline Loans) or (ii) continue such Eurocurrency Rate Loans (whether in Dollars or an Alternative Currency) as Eurocurrency Rate Loans and (c) in the case of a SONIA Daily Rate Loan, upon the occurrence of the Interest Payment Date therefor, continue any such SONIA Daily Rate Loan as a SONIA Daily Rate Loan. Whenever the Borrowers desire to convert or continue Loans as provided above, the applicable Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of any such Loan in Dollars or Canadian Dollars (or four (4) Business Days in the case of Euros or a SONIA Daily Rate Loan) is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any Eurocurrency Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued Eurocurrency Rate Loan and (E) the currency of the Loans to be converted or continued. If the applicable Borrower fails to deliver a timely Notice of Conversion/Continuation with respect to a SONIA Daily Rate Loan prior to the Interest Payment Date therefor, then, unless such SONIA Daily Rate Loan is repaid as provided herein, such Borrower shall be deemed to have selected that such SONIA Daily Rate Loan shall automatically continue as a SONIA Daily Rate Loan as of such Interest Payment Date. If the applicable Borrower fails to give a timely Notice of Conversion/Continuation prior to the end of the Interest Period for any Eurocurrency Rate Loan, then the applicable Eurocurrency Rate Loan shall be converted to a Base Rate Loan; provided, however, that in the case of a failure to timely request a continuation of Eurocurrency Rate Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loan. If the applicable Borrower requests a conversion to, or continuation of, Eurocurrency Rate Loans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurocurrency Rate Loan or a SONIA Daily Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or the continuation of Loans denominated in an Alternative Currency, in each case as described above. SECTION 5.3 Fees.

56 152003688_8 (a) Commitment Fee. Commencing on the Closing Date, subject to Section 5.15(a)(iii)(A), the US Borrower shall pay to the Administrative Agent, for the account of the Revolving Credit Lenders, a non-refundable commitment fee (the “Commitment Fee”) in Dollars at a rate per annum equal to the Applicable Margin on the average daily unused portion of the Revolving Credit Commitment of the Revolving Credit Lenders (other than the Defaulting Lenders, if any); provided, that the amount of outstanding Swingline Loans shall not be considered usage of the Revolving Credit Commitment for the purpose of calculating the Commitment Fee. The Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter during the term of this Agreement commencing September 30, 2019 and ending on the date upon which all Obligations (other than contingent indemnification obligations not then due) arising under the Revolving Credit Facility shall have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Revolving Credit Commitment has been terminated. The Commitment Fee shall be distributed by the Administrative Agent to the Revolving Credit Lenders (other than any Defaulting Lender) pro rata in accordance with such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentages. (b) Other Fees. The US Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in Dollars in the amounts and at the times specified in their Fee Letter. The US Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. SECTION 5.4 Manner of Payment. Except as otherwise expressly provided herein and except with respect to principal and interest on Loans denominated in an Alternative Currency, each payment by the Borrowers on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. (or, with respect to a payment to be made in an Alternative Currency, the Applicable Time specified by the Administrative Agent) on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received (i) after 2:00 p.m., in the case of payment in Dollars or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency shall be deemed to have been made on the next succeeding Business Day for all purposes. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limitation the generality of the foregoing, the Administrative Agent may require that payments due under this agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Applicable Law from making any required payment hereunder in an Alternative Currency, the US Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative

57 152003688_8 Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrowers to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii). SECTION 5.5 Evidence of Indebtedness. (a) Extensions of Credit. The Extensions of Credit made by each Lender and each Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or such Issuing Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender or the applicable Issuing Lender shall be conclusive absent manifest error of the amount of the Extensions of Credit made by the Lenders or such Issuing Lender to the US Borrower and its Subsidiaries and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender or any Issuing Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Revolving Credit Note, Non-US Revolving Credit Note, Swingline Note and/or such other promissory note evidencing Incremental Term Loans as requested, as applicable, which shall evidence such Lender’s Revolving Credit Loans and/or Swingline Loans, as applicable, in addition to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. (b) Participations. In addition to the accounts and records referred to in subsection (a), each Revolving Credit Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Revolving Credit Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Revolving Credit Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. SECTION 5.6 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other than pursuant to Sections 5.9, 5.10, 5.11 or 12.3) greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and

58 152003688_8 (ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 5.14 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to any Borrower or any of its Subsidiaries or Affiliates (as to which the provisions of this paragraph shall apply). Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the amount of such participation. SECTION 5.7 Administrative Agent’s Clawback. (a) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender (i) in the case of Base Rate Loans, not later than 12:00 noon on the date of any proposed borrowing and (ii) otherwise, prior to the proposed date of any borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Sections 2.3(b) and 4.2 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and each Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the daily average Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by a Borrower, the interest rate applicable to Base Rate Loans. If any Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by any Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. (b) Payments by the Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders, the Issuing Lender or the Swingline Lender hereunder that a Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the Issuing Lender or the Swingline Lender, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders, the Issuing Lender or the Swingline Lender, as the case maybe, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, Issuing Lender or the Swingline Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

59 152003688_8 (c) Nature of Obligations of Lenders Regarding Extensions of Credit. The obligations of the Lenders under this Agreement to make the Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. The failure of any Lender to make available its Commitment Percentage of any Loan requested by the Borrowers shall not relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the borrowing date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date. SECTION 5.8 Changed Circumstances. (a) Circumstances Affecting Adjusted Eurocurrency Rate or SONIA Availability. Subject to clause (c) below, in connection with any request for a Eurocurrency Rate Loan or a SONIA Daily Rate Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the Adjusted Eurocurrency Rate for such Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or SONIA Daily Rate with respect to a proposed SONIA Daily Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the Adjusted Eurocurrency Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Eurocurrency Loans during such Interest Period or the SONIA Daily Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such SONIA Daily Rate Loans, then the Administrative Agent shall promptly give notice thereof to the US Borrower. Thereafter, until the Administrative Agent notifies the US Borrower that such circumstances no longer exist, the obligation of the Lenders to make Eurocurrency Rate Loans or SONIA Daily Rate Loans, as applicable, in the affected currency or currencies and the right of the Borrowers to convert any Loan to or continue any Loan as a Eurocurrency Rate Loan or SONIA Daily Rate Loan, as applicable, shall be suspended, and the Borrowers shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Eurocurrency Rate Loan SONIA Daily Rate Loan, as applicable, together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such Eurocurrency Rate Loan or on the Interest Payment Date for such SONIA Daily Rate Loan, as applicable; or (B) convert the then outstanding principal amount of each such Eurocurrency Rate Loan or SONIA Daily Rate Loan, as applicable, to a Base Rate Loan in Dollars as of the last day of such Interest Period or on the Interest Payment Date for such SONIA Daily Rate Loan, as applicable. (b) Laws Affecting Adjusted Eurocurrency Rate or SONIA Daily Rate Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law 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 of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any Eurocurrency Rate Loan or SONIA Daily Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the US Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the US Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make Eurocurrency Rate Loans or SONIA Daily Rate Loans, as applicable, and the right of the Borrowers to convert any Loan to a Eurocurrency Rate Loan or continue any Loan as a Eurocurrency Rate Loan shall be suspended and thereafter the Borrowers may select only Base Rate Loans, (ii) if any of the Lenders may not lawfully

60 152003688_8 continue to maintain a Eurocurrency Rate Loan to the end of the then current Interest Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan in Dollars for the remainder of such Interest Period and (iii) if any of the Lenders may not lawfully continue to maintain a SONIA Daily Rate Loan to the next Interest Payment Date applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan in Dollars. (c) Effect of Benchmark Transition Event. (i) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt- in Election, as applicable, the Administrative Agent and the US Borrower may amend this Agreement to replace any Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the US Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will become effective on the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising Required Lenders. No replacement of any Benchmark with a Benchmark Replacement pursuant to this Section 5.8(c) will occur prior to the applicable Benchmark Transition Start Date. (ii) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent, in consultation with US Borrower, will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. (iii) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the US Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.8(c)(iv) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 5.8(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 5.8(c). (iv) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if any then-current Benchmark is a term rate (including USD LIBOR, EURIBOR or CDOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor

61 152003688_8 for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. (v) Benchmark Unavailability Period. Upon the US Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the US Borrower may revoke any request for a Eurocurrency Rate Loan of, conversion to or continuation of Eurocurrency Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the US Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period, the component of the Base Rate based upon the Adjusted Eurocurrency Rate will not be used in any determination of the Base Rate. SECTION 5.9 Indemnity. Each Borrower hereby indemnifies each of the Lenders against any loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a Eurocurrency Rate Loan or SONIA Daily Rate Loan, foreign exchange losses or from fees payable to terminate the deposits from which such funds were obtained) which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by such Borrower to make any payment when due of any amount due hereunder in connection with a Eurocurrency Rate Loan or SONIA Daily Rate Loan (including the failure to make a payment of any Loan denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, other than at the direction of the Administrative Agent or any Lender), (b) due to any failure of such Borrower to borrow, continue or convert on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation or (c) due to any payment, prepayment or conversion of any Eurocurrency Rate Loan on a date other than the last day of the Interest Period therefor or any SONIA Daily Rate Loan on a date other than the Interest Payment Date therefor. The amount of such loss or expense shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded its Commitment Percentage of the Eurocurrency Rate Loans in the London or other applicable offshore interbank market for such currency and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the US Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error. All of the obligations of the Credit Parties under this Section 5.9 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. SECTION 5.10 Increased Costs. (a) Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or

62 152003688_8 advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurocurrency Rate) or any Issuing Lender; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any Issuing Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans (other than Base Rate Loans) made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender, any Issuing Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Issuing Lender or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, such Issuing Lender or other Recipient, the Borrowers shall promptly pay to any such Lender, such Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. (b) Capital Requirements. If any Lender or any Issuing Lender determines that any Change in Law affecting such Lender or such Issuing Lender or any Lending Office of such Lender or such Lender’s or such Issuing Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Lender’s capital or on the capital of such Lender’s or such Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitment of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Lender, to a level below that which such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Lender’s policies and the policies of such Lender’s or such Issuing Lender’s holding company with respect to capital adequacy and liquidity), then from time to time upon written request of such Lender or such Issuing Lender, the Borrowers shall promptly pay to such Lender or such Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company for any such reduction suffered. (c) Certificates for Reimbursement. A certificate of a Lender, or an Issuing Lender or such other Recipient setting forth the amount or amounts necessary to compensate such Lender or such Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrowers, shall be conclusive absent manifest error. Each Borrower shall pay such Lender or such Issuing Lender or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. (d) Delay in Requests. Failure or delay on the part of any Lender or any Issuing Lender or such other Recipient to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Lender’s or such other Recipient’s right to demand such compensation; provided that the Borrowers shall not be required to compensate any Lender or an Issuing Lender or any other Recipient pursuant to this Section for any increased costs incurred or reductions suffered more than six (6)

63 152003688_8 months prior to the date that such Lender or such Issuing Lender or such other Recipient, as the case may be, notifies the US Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Lender’s or such other Recipient’s intention to claim compensation therefor (except that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). (e) Survival. All of the obligations of the Credit Parties under this Section 5.10 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. SECTION 5.11 Taxes. (a) Defined Terms. For purposes of this Section 5.11, the term “Lender” includes any Issuing Lender and the term “Applicable Law” includes FATCA. (b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. (c) Payment of Other Taxes by the Credit Parties. The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. (d) Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the US Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error. (e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.9(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such

64 152003688_8 payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). (f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 5.11, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. (g) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the applicable Borrower and the Administrative Agent, at the time or times reasonably requested by the applicable Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the applicable Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the US Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the US Borrower or the Administrative Agent as will enable the US Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 5.11(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (ii) Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person: (A) Any Lender that is a U.S. Person shall deliver to the US Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the US Borrower or the Administrative Agent), an executed copy of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax; (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the US Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the US Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed copy of IRS Form W-8BEN-E establishing an exemption from, or reduction of, United States federal withholding

65 152003688_8 Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) an executed copy of IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct and indirect partner; (C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the US Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the US Borrower or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the US Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and (D) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the US Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the US Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the US Borrower or the Administrative Agent as may be necessary for the US Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

66 152003688_8 Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the US Borrower and the Administrative Agent in writing of its legal inability to do so. (h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.11 (including by the payment of additional amounts pursuant to this Section 5.11), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. (i) Survival. Each party’s obligations under this Section 5.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. SECTION 5.12 Mitigation Obligations; Replacement of Lenders. (a) Designation of a Different Lending Office. If any Lender requests compensation under Section 5.10, or requires the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of a Borrower, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. (b) Replacement of Lenders. If any Lender requests compensation under Section 5.10, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 5.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the US Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.9), all of its interests, rights (other than its existing rights to payments pursuant to Section 5.10 or Section 5.11) and obligations under this Agreement and the related Loan Documents to an

67 152003688_8 Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: (i) the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 12.9; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in Letters of Credit and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.10 or payments required to be made pursuant to Section 5.11, such assignment will result in a reduction in such compensation or payments thereafter; (iv) such assignment does not conflict with Applicable Law; and (v) in the case of any assignment resulting from a Lender becoming a Non- Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. (c) Selection of Lending Office. Subject to Section 5.12(a), each Lender may make any Loan to the Borrowers through any Lending Office, provided that the exercise of this option shall not affect the obligations of the Borrowers to repay the Loan in accordance with the terms of this Agreement or otherwise alter the rights of the parties hereto. SECTION 5.13 Incremental Loans. (a) At any time, the US Borrower may by written notice to the Administrative Agent and the Lenders elect to request the establishment of: (i) one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more additional term loan (any such additional term loan, an “Incremental Term Loan”) in Dollars; or (ii) one or more increases in the Revolving Credit Commitments (any such increase, an “Incremental Revolving Credit Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”) to make revolving credit loans in Dollars under the Revolving Credit Facility (any such increase, an “Incremental Revolving Credit Increase” and, together with the Incremental Term Loans, the “Incremental Loans”); provided that (1) the total aggregate principal amount for all such Incremental Loan Commitments shall not (as of any date of incurrence thereof) exceed $250,000,000 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

68 152003688_8 foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the US Borrower proposes that any Incremental Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent and the Lenders. Each Lender (or any Affiliate of any Lender and/or any Approved Fund) shall notify the Administrative Agent within such time period whether or not it agrees to provide the Incremental Loan Commitment and if so, whether by an amount equal to, greater than, or less than its Revolving Credit Commitment Percentage. Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental Loan Commitment. The Administrative Agent shall notify the US Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve full amount of a requested increase, the US Borrower may invite any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Loan Commitment (any Lender, any Affiliate of any Lender, any Approved Fund or such Person, an “Incremental Lender”). Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Loan Commitment. The Administrative Agent and the US Borrower shall determine the final allocation of the Incremental Loan Commitments by the Incremental Lenders. Any Incremental Loan Commitment shall become effective as of such Increased Amount Date; provided that (subject, in the case of an Incremental Term Loan incurred solely to finance a substantially concurrent Limited Condition Acquisition, to Section 1.13): (A) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental Loan Commitment, (2) the making of any Incremental Loans pursuant thereto and (3) any Permitted Acquisition consummated in connection therewith; (B) the Administrative Agent and the Lenders shall have received from the US Borrower an Officer’s Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the US Borrower is in compliance with the financial covenants set forth in Section 9.15 based on the financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b), as applicable, both before and after giving effect (on a Pro Forma Basis) to (1) any Incremental Loan Commitment, (2) the making of any Incremental Loans pursuant thereto and (3) any Permitted Acquisition consummated in connection therewith; (C) each of the representations and warranties contained in Article VII shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increased Amount Date with the same effect as if made on and as of such date (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 as of such earlier date); (D) the proceeds of any Incremental Loans shall be used for general corporate purposes of the US Borrower and its Subsidiaries (including Permitted Acquisitions); (E) each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the US Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis; (F) (1) in the case of each Incremental Term Loan (the terms of which shall be set forth in the relevant Lender Joinder Agreement):

69 152003688_8 (x) such Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the Administrative Agent, the Incremental Lenders making such Incremental Term Loan and the US Borrower, but will not in any event have a maturity date earlier than the Revolving Loan Maturity Date; (y) the Applicable Margin and pricing grid, if applicable, for such Incremental Term Loan shall be determined by the Administrative Agent, the applicable Incremental Lenders and the US Borrower on the applicable Increased Amount Date; and (2) in the case of each Incremental Revolving Credit Increase (the terms of which shall be set forth in the relevant Lender Joinder Agreement): (x) such Incremental Revolving Credit Increase shall mature on the Revolving Credit Maturity Date, shall bear interest and be entitled to fees, in each case at a rate determined by the Administrative Agent, the applicable Incremental Lenders and the US Borrower, and shall be subject to the same terms and conditions as the Revolving Credit Loans; interest rate margins and/or unused fees with respect to any Incremental Revolving Credit Increase may be higher than the interest rate margins and/or unused fees applicable to the then existing Revolving Credit Commitments; provided that if the interest rate margins and/or unused fees, as applicable, in respect of any Incremental Revolving Credit Increase exceed the interest rate margins and/or unused fees, as applicable, for the Initial Revolving Credit Facility, then the interest rate margins and/or unused fees, as applicable, for the Initial Revolving Credit Facility shall be increased so that the interest rate margins and/or unused fees, as applicable, are equal to the interest rate margins and/or unused fees for such Incremental Revolving Credit Increase; provided further that, in determining the interest rate margins and unused fees applicable to the Incremental Revolving Credit Increase and the then existing Revolving Credit Commitments, (AA) any upfront fees payable by the US Borrower to the Lenders under the then existing Revolving Credit Commitments or any Incremental Revolving Credit Increase, in each case in the initial primary syndication thereof and the effects of any and all interest rate floors, shall be included (with such upfront fees being equated to interest based on an assumed four-year life to maturity), (BB) customary arrangement or commitment fees payable to any Arranger (or its affiliates) or to one or more arrangers (or their affiliates) in connection with the then existing Revolving Credit Commitments or to one or more arrangers (or their affiliates) of any Incremental Revolving Credit Increase shall be excluded and (CC) in the event that, at the time of determination, the Applicable Margin is determined based on a pricing grid, the interest rate margins and unused fees shall be measured for purposes of this clause (F) by reference to each level of the pricing grid; (y) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Revolving Credit Lenders (including

70 152003688_8 the Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and the US Borrower shall pay any and all costs required pursuant to Section 5.9 in connection with such reallocation as if such reallocation were a repayment); and (z) except as provided above, all of the other terms and conditions applicable to such Incremental Revolving Credit Increase shall, except to the extent otherwise provided in this Section 5.13, be identical to the terms and conditions applicable to the Revolving Credit Facility; (G) any Incremental Lender with an Incremental Revolving Credit Increase shall be entitled to the same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with each Incremental Revolving Credit Increase shall receive proceeds of prepayments on the same basis as the other Revolving Credit Loans made hereunder; (H) such Incremental Loan Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the US Borrower, the Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 5.13); and (I) the US Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such Incremental Loan and/or Incremental Term Loan Commitment) reasonably requested by Administrative Agent in connection with any such transaction. (b) (i) The Incremental Term Loans shall be on such other terms as shall be set forth in an amendment to this Agreement including, among other provisions, amortization, optional prepayments and mandatory prepayments. (ii) The Incremental Lenders shall be included in any determination of the Required Lenders and, unless otherwise agreed, the Incremental Lenders will not constitute a separate voting class for any purposes under this Agreement. (c) (i) On any Increased Amount Date on which any Incremental Term Loan Commitment becomes effective, subject to the foregoing terms and conditions, each Incremental Lender with an Incremental Term Loan Commitment shall make, or be obligated to make, an Incremental Term Loan to the US Borrower in an amount equal to its Incremental Term Loan Commitment and shall become a Term Loan Lender hereunder with respect to such Incremental Term Loan Commitment and the Incremental Term Loan made pursuant thereto. (ii) On any Increased Amount Date on which any Incremental Revolving Credit Increase becomes effective, subject to the foregoing terms and conditions, each Incremental Lender

71 152003688_8 with an Incremental Revolving Credit Commitment shall become a Revolving Credit Lender hereunder with respect to such Incremental Revolving Credit Commitment. SECTION 5.14 Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent, any Issuing Lender (with a copy to the Administrative Agent) or the Swingline Lender (with a copy to the Administrative Agent), the US Borrower shall Cash Collateralize the Fronting Exposure of such Issuing Lender and/or the Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to Section 5.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. (a) Grant of Security Interest. US Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of each Issuing Lender and the Swingline Lender, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and Swingline Loans, to be applied pursuant to subsection (b) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent, each Issuing Lender and the Swingline Lender as herein provided (other than Permitted Liens), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the US Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). (b) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 5.14 or Section 5.15 in respect of Letters of Credit and Swingline Loans shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and Swingline Loans (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein. (c) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting Exposure of any Issuing Lender and/or the Swingline Lender, as applicable, shall no longer be required to be held as Cash Collateral pursuant to this Section 5.14 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent, the Issuing Lenders and the Swingline Lender that there exists excess Cash Collateral; provided that, subject to Section 5.15, the Person providing Cash Collateral, the Issuing Lenders and the Swingline Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; and provided further that to the extent that such Cash Collateral was provided by the US Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents. SECTION 5.15 Defaulting Lenders. (a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law: (i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 12.2.

72 152003688_8 (ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lenders or the Swingline Lender hereunder; third, to Cash Collateralize the Fronting Exposure of the Issuing Lenders and the Swingline Lender with respect to such Defaulting Lender in accordance with Section 5.14; fourth, as the US Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the US Borrower, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (B) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swingline Loans issued under this Agreement, in accordance with Section 5.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or funded participations in Letters of Credit or Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit or Swingline Loans were issued at a time when the conditions set forth in Section 6.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters of Credit or Swingline Loans owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or funded participations in Letters of Credit or Swingline Loans owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable Revolving Credit Facility without giving effect to Section 5.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 5.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. (iii) Certain Fees. (A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the US Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). (B) Each Defaulting Lender shall be entitled to receive letter of credit commissions pursuant to Section 3.3 for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Credit Commitment

73 152003688_8 Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 5.14. (C) With respect to any Commitment Fee or letter of credit commission not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the US Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been reallocated to such Non- Defaulting Lender pursuant to clause (iv) below, (2) pay to each applicable Issuing Lender and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s or Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee. (iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non- Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 12.26, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. (v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the US Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, repay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second, Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Section 5.14. (b) Defaulting Lender Cure. If the US Borrower, the Administrative Agent, the Issuing Lenders and the Swingline Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable Credit Facility (without giving effect to Section 5.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. SECTION 5.16 Non-US Borrowers. (a) At any time after the Closing Date, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, US Borrower may elect to add any of its Foreign Subsidiaries

74 152003688_8 (provided that such Foreign Subsidiary is organized in a jurisdiction reasonably acceptable to the Administrative Agent) as a Non-US Borrower hereunder fifteen (15) days after delivery to the Administrative Agent of a Notice of Non-US Borrower. Each Non-US Borrower shall deliver to Administrative Agent (in each case, in form and substance reasonably acceptable to Administrative Agent): (i) a Non-US Revolving Credit Note in the form of Exhibit A-3 attached hereto, (ii) as to itself, the documents, agreements and other instruments required under Sections 6.1(b), (e)(i) and (g)(iv), (iii) a joinder to this Agreement in the form attached to the Notice of Non-US Borrower and (iv) if and to the extent permitted by Applicable Law, documentation (including such documents and other instruments required under Section 6.1(c)) to grant a first priority perfected security interest in the Property of such Non-US Borrower to secure all Secured Obligations of such Non-US Borrower under the Loan Documents to which it is a party, in each case subject to exceptions similar to those set forth in the Security Agreement and such other exceptions reasonably acceptable to the Administrative Agent; provided that (A) the Administrative Agent may elect to waive or postpone any such requirements under this clause (iv) to the extent that the Administrative Agent and the US Borrower agree the cost of obtaining a security interest in such assets are excessive in relation to the value afforded thereby at such time (provided that the Administrative Agent reserves the right to obtain such documentation and security interests and require such actions if the condition in clause (A) is no longer applicable), and (B) the requirements under this clause (iv) shall exclude any security interest to the extent such security interest could reasonably be expected to result in an adverse tax consequence to the US Borrower or any of its Subsidiaries (as determined in good faith by the US Borrower). (b) Each Non-US Borrower that is or becomes a “Borrower” pursuant to this Section 5.16 hereby irrevocably appoints the US Borrower to act as its agent for all notice purposes of this Agreement and the other Loan Documents and agrees that any notice or communication delivered by the Administrative Agent or the Lender to the US Borrower shall be deemed delivered to each such Borrower and the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement delivered by the US Borrower on behalf of each of the Credit Parties. SECTION 5.17 Designated Lenders. Each of the Administrative Agent, the Issuing Lenders, the Swingline Lenders and each Lender at its option may make any Extension of Credit or otherwise perform its obligations hereunder through any Lending Office (each, a “Designated Lender”); provided that any exercise of such option shall not affect the obligation of Borrowers to repay any Extension of Credit in accordance with the terms of this Agreement. Any Designated Lender shall be considered a Lender; provided that in the case of an Affiliate or branch of a Lender, such provisions that would be applicable with respect to Extensions of Credit actually provided by such Affiliate or branch of such Lender shall apply to such Affiliate or branch of such Lender to the same extent as such Lender; provided that for the purposes only of voting in connection with any Loan Document, any participation by any Designated Lender in any outstanding Extension of Credit shall be deemed a participation of such Lender. ARTICLE VI CONDITIONS OF CLOSING AND BORROWING SECTION 6.1 Conditions to Closing and Initial Extensions of Credit. The obligation of the Lenders to close this Agreement and to make the initial Loans or issue or participate in the initial Letter of Credit, if any, is subject to the satisfaction of each of the following conditions: (a) Executed Loan Documents. This Agreement, a Revolving Credit Note in favor of each Revolving Credit Lender requesting a Revolving Credit Note, a Swingline Note in favor of the Swingline Lender (in each case, if requested thereby), the Security Documents, together with any other applicable Loan Documents, shall have been duly authorized, executed and delivered to the Administrative Agent by

75 152003688_8 the parties thereto, shall be in full force and effect and no Default or Event of Default shall exist hereunder or thereunder. (b) Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: (i) Officer’s Certificate. A certificate from a Responsible Officer of the US Borrower to the effect that (A) all representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects); (B) none of the Credit Parties is in violation of any of the covenants contained in this Agreement and the other Loan Documents; (C) after giving effect to the Transactions, no Default or Event of Default has occurred and is continuing; (D) since December 31, 2018, no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; and (E) each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in Section 6.1 and Section 6.2. (ii) Certificate of Responsible Officer of each Credit Party. A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 6.1(b)(iii). (iii) Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by the Administrative Agent, each other jurisdiction where such Credit Party is qualified to do business and, to the extent available, a certificate of the relevant taxing authorities of such jurisdictions certifying that such Credit Party has filed required tax returns and owes no delinquent taxes. (iv) Opinions of Counsel. Opinions of counsel to the Credit Parties addressed to the Administrative Agent and the Lenders with respect to the Credit Parties, the Loan Documents and such other matters as the Administrative Agent shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders). (c) Personal Property Collateral. (i) Filings and Recordings. The Administrative Agent shall have received all filings and recordations that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Permitted Liens).

76 152003688_8 (ii) Pledged Collateral. The Administrative Agent shall have received (A) original stock certificates or other certificates evidencing the certificated Capital Stock pledged pursuant to the Security Documents, together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof and (B) each original promissory note pledged pursuant to the Security Documents together with an updated allonge for each such promissory note duly executed in blank by the holder thereof. (iii) Lien Search. The Administrative Agent shall have received the results of a Lien search (including a search as to judgments, pending litigation, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Credit Parties under the Uniform Commercial Code (or applicable judicial docket) and PPSA, as applicable, as in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code and PPSA, as applicable, should be made to evidence or perfect security interests in all assets of such Credit Party, indicating among other things that the assets of each such Credit Party are free and clear of any Lien (except for Permitted Liens). (iv) Property and Liability Insurance. The Administrative Agent shall have received, in each case in form and substance reasonably satisfactory to the Administrative Agent, evidence of property, business interruption and liability insurance covering each Credit Party, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee (and mortgagee, as applicable) on all policies for property hazard insurance and as additional insured on all policies for liability insurance), and if requested by the Administrative Agent, copies of such insurance policies. (v) Other Collateral Documentation. The Administrative Agent shall have received any documents reasonably requested thereby or as required by the terms of the Security Documents to evidence its security interest in the Collateral. (d) [Reserved]. (e) Consents; Defaults. (i) Governmental and Third Party Approvals. The Credit Parties shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreement and the other Loan Documents and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Credit Parties or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect. (ii) No Injunction, Etc. No action, proceeding or investigation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby or thereby.

77 152003688_8 (f) Financial Matters. (i) Financial Statements. The Administrative Agent shall have received (A) the audited Consolidated balance sheet of the US Borrower and its Subsidiaries as of December 31, 2018 and the related audited statements of income and retained earnings and cash flows for the Fiscal Year then ended and (B) unaudited Consolidated balance sheet of the US Borrower and its Subsidiaries as of March 31, 2019 and related unaudited interim statements of income and retained earnings. (ii) [Reserved]. (iii) [Reserved]. (iv) Financial Condition/Solvency Certificate. The Borrowers shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer of the Borrowers, that after giving effect to the Transactions, the Credit Parties and their Subsidiaries, taken as a whole, are Solvent. (v) Payment at Closing. The US Borrower shall have paid or made arrangements to pay contemporaneously with closing (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the US Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents. (g) Miscellaneous. (i) Notice of Account Designation. The Administrative Agent shall have received a Notice of Account Designation specifying the account or accounts to which the proceeds of any Loans made on or after the Closing Date are to be disbursed. (ii) Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental, business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the US Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its sole discretion. (iii) Existing Indebtedness. All existing Indebtedness of the US Borrower and its Subsidiaries under the Existing Credit Agreement shall be refinanced. (iv) PATRIOT Act, etc. (A) The Administrative Agent and the Lenders shall have received all documentation and other information requested by the Administrative Agent or any Lender and required by regulatory authorities in order for the Administrative Agent and the

78 152003688_8 Lenders to comply with requirements of any Anti-Money Laundering Laws, including the PATRIOT Act and any applicable “know your customer” rules and regulations. (B) Each Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations). (v) Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Administrative Agent. The Administrative Agent shall have received copies of all other documents, certificates and instruments reasonably requested thereby, with respect to the transactions contemplated by this Agreement. Without limiting the generality of the provisions of Section 11.3(c), for purposes of determining compliance with the conditions specified in this Section 6.1, the Administrative Agent and each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. SECTION 6.2 Conditions to All Extensions of Credit. Subject to Section 5.13 and Section 1.13 solely with respect to any Incremental Term Loan incurred to finance a substantially concurrent Limited Condition Acquisition, the obligations of the Lenders to make or participate in any Extensions of Credit (including the initial Extension of Credit), convert or continue any Loan and/or any Issuing Lender to issue or extend any Letter of Credit are subject to the satisfaction of the following conditions precedent on the relevant borrowing, continuation, conversion, issuance or extension date: (a) Continuation of Representations and Warranties. The representations and warranties contained in Article VII shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of such borrowing, continuation, conversion, issuance or extension date with the same effect as if made on and as of such date (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 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). (b) No Existing Default. No Default or Event of Default shall have occurred and be continuing (i) on the borrowing, continuation or conversion date with respect to such Loan or after giving effect to the Loans to be made, continued or converted on such date or (ii) on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date. (c) Notices. The Administrative Agent shall have received a Notice of Borrowing, Letter of Credit Application, or Notice of Conversion/Continuation, as applicable, from the US Borrower in accordance with Section 2.3(a), Section 3.2 or Section 5.2, as applicable. (d) Additional Documents. The Administrative Agent shall have received each additional document, instrument, legal opinion or other item reasonably requested by it.

79 152003688_8 (e) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) the Issuing Lender shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto. (f) Alternative Currency Credit Extensions. In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent or the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. Each Lender shall have obtained all applicable licenses, consents, permits and approvals as deemed necessary by such Lender in order to execute and perform the transactions contemplated by the Loan Documents and the requested Alternative Currency Credit Extension. Each Notice of Borrowing, Letter of Credit Application or Notice of Conversion/Continuation, as applicable, submitted by the US Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 6.2(a) and (b) have been satisfied on and as of the date of the applicable Extension of Credit, subject to Section 5.13 and Section 1.13 solely with respect to any Incremental Term Loan incurred to finance a substantially concurrent Limited Condition Acquisition. ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, each Borrower hereby represents and warrants to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder, which representations and warranties shall be deemed made on the Closing Date and as otherwise set forth in Section 6.2, that: SECTION 7.1 Organization; Power; Qualification. Each Credit Party and each Material Foreign Subsidiary (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the power and authority to own its Properties and to carry on its business as now being and hereafter proposed to be conducted and (c) is duly qualified and authorized to do business in each jurisdiction in which the character of its Properties or the nature of its business requires such qualification and authorization except in jurisdictions where the failure to be so qualified or in good standing could not reasonably be expected to result in a Material Adverse Effect. The jurisdictions in which each Credit Party and each Material Foreign Subsidiary are organized and qualified to do business as of the Closing Date are described on Schedule 7.1. No Credit Party nor any Subsidiary thereof is an Affected Financial Institution. SECTION 7.2 Ownership. Each Subsidiary of each Credit Party as of the Closing Date is listed on Schedule 7.2. As of the Closing Date, the capitalization of each Credit Party and its Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value, described on Schedule 7.2. All outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable and not subject to any preemptive or similar rights, except as described in Schedule 7.2. The shareholders or other owners, as applicable, of each Credit Party (other than the US Borrower) and its Subsidiaries and the number of shares owned by each as of the Closing Date are described on Schedule 7.2. As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are

80 152003688_8 convertible into, exchangeable for or otherwise provide for or require the issuance of Capital Stock of any Credit Party or any Subsidiary thereof, except as described on Schedule 7.2. SECTION 7.3 Authorization; Enforceability. Each Credit Party has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of each Credit Party that is a party thereto, and each such document constitutes the legal, valid and binding obligation of each Credit Party that is a party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. SECTION 7.4 Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Credit Party and each Material Foreign Subsidiary of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any material provision of Applicable Law relating to any Credit Party or any Material Foreign Subsidiary, (b) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Credit Party or any Material Foreign Subsidiary, (c) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents obtained or for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, and/or PPSA and (iii) filings with the United States Copyright Office, the United States Patent and Trademark Office and/or CIPO. SECTION 7.5 Compliance with Law; Governmental Approvals. Each Credit Party and each Material Foreign Subsidiary (a) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to its Knowledge, threatened attack by direct or collateral proceeding, (b) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties and (c) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case (a), (b) or (c) where the failure to have, comply or file could not reasonably be expected to have a Material Adverse Effect. SECTION 7.6 Tax Returns and Payments. Each Credit Party and each Material Foreign Subsidiary has duly filed or caused to be filed all federal, state, provincial, local and other material tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, provincial, local and other material taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect

81 152003688_8 to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party). Such returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Material Foreign Subsidiary for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 7.6, there is no ongoing audit or examination or, to the Knowledge of the US Borrower, other investigation by any Governmental Authority of the tax liability of any Credit Party or any Material Foreign Subsidiary. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Material Foreign Subsidiary with respect to unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party and (b) Permitted Liens). The charges, accruals and reserves on the books of each Credit Party and each Material Foreign Subsidiary in respect of federal, state, provincial, local and other taxes for all Fiscal Years and portions thereof since the organization of any Credit Party or any Material Foreign Subsidiary are in the judgment of the US Borrower adequate, and the US Borrower does not anticipate any additional taxes or assessments for any of such years. SECTION 7.7 Intellectual Property Matters. Each Credit Party and each Subsidiary thereof owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service mark, service mark rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business. To the Knowledge of the US Borrower, no event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations except as could not reasonably be expected to have a Material Adverse Effect. SECTION 7.8 Environmental Matters. (a) The properties owned, leased or operated by each Credit Party now do not and as to properties formerly owned, leased or operated, at the time, did not contain, and to their Knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which constitute or constituted a violation of applicable Environmental Laws; or have contamination at, under or about such properties or such operations, except to the extent any such violation, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) Each Credit Party and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws except to the extent for any failures to comply which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; (c) No Credit Party has received any written notice of violation, alleged violation, non- compliance, liability or potential liability regarding environmental matters, Hazardous Materials, or compliance with Environmental Laws, nor does any Credit Party have Knowledge or reason to believe that any such notice will be received or is being threatened; (d) Hazardous Materials have not been transported or disposed of to or from the properties owned, leased or operated by any Credit Party in violation of, or in a manner or to a location which could give rise to liability under, Environmental Laws which violation or liability could reasonably be expected to have a Material Adverse Effect, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner that could give rise to

82 152003688_8 liability under, any applicable Environmental Laws which violation or liability could reasonably be expected to have a Material Adverse Effect; (e) No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of any Credit Party, threatened, under any Environmental Law to which any Credit Party is or will be named as a potentially responsible party with respect to such properties or operations conducted in connection therewith, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Credit Party or such properties or such operations that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (f) There has been no release, or to the best Knowledge of the Credit Parties, threat of release, of Hazardous Materials at or from properties owned, leased or operated by any Credit Party, now or in the past, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. SECTION 7.9 Employee Benefit Matters. (a) As of the Closing Date, no Credit Party nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 7.9; (b) Each Credit Party and each ERISA Affiliate is in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by any Credit Party or any ERISA Affiliate which remains unsatisfied for any taxes or penalties assessed with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (c) As of the Closing Date, no Pension Plan has been terminated, nor has any Pension Plan become subject to funding based upon benefit restrictions under Section 436 of the Code (except as set forth on Schedule 7.9), nor has any funding waiver from the IRS been received or requested with respect to any Pension Plan, nor has any Credit Party or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Sections 412 or 430 of the Code, Section 302 of ERISA or the terms of any Pension Plan on or prior to the due dates of such contributions under Sections 412 or 430 of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan; (d) Except where the failure of any of the following representations to be correct could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no Credit Party nor any ERISA Affiliate has: (i) engaged in a nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code, (ii) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (iii) failed to make a required contribution or payment to a Multiemployer Plan, or (iv) failed to make a required installment or other required payment under Sections 412 or 430 of the Code;

83 152003688_8 (e) No Termination Event has occurred or is reasonably expected to occur that could reasonably be expected to result in a Material Adverse Effect; (f) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to its Knowledge, threatened concerning or involving (i) any employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Credit Party or any ERISA Affiliate (excluding any Canadian employee welfare benefit plan), (ii) any Pension Plan or (iii) any Multiemployer Plan. (g) No Credit Party nor any Subsidiary thereof is a party to any contract, agreement or arrangement that could, solely as a result of the delivery of this Agreement or the consummation of transactions contemplated hereby, result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (h) As of the Closing Date the Borrowers are not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments. (i) As of the Closing Date, no Credit Party nor any Canadian Credit Party maintains or contributes to, or has any obligation under, any Canadian Defined Benefit Plans. (j) Each Credit Party and Canadian Credit Party is in compliance with all applicable provisions of Canadian Pension Laws with respect to all Canadian Plans except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. No liability has been incurred by any Credit Party or any Canadian Credit Party which remains unsatisfied for any taxes or penalties assessed with respect to any Canadian Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect. (k) As of the Closing Date, no Canadian Plan has been terminated, nor has any Credit Party or any Canadian Credit Party failed to make any contributions or other funding obligations as required by the terms of any Canadian Plans, except where such termination or failure to do so could not reasonably be expected to have a Material Adverse Effect. (l) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to its Knowledge, threatened concerning or involving any Canadian Plan. SECTION 7.10 Margin Stock. No Credit Party nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Loans or Letters of Credit will be used for purchasing or carrying margin stock in violation of, or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors. Following the application of the proceeds of each Extension of Credit, not more than twenty- five percent (25%) of the value of the assets (either of the US Borrower only or of the US Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 9.2 or Section 9.5 or subject to any restriction contained in any agreement or instrument between any Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness in excess of the Threshold Amount will be “margin stock”.

84 152003688_8 SECTION 7.11 Government Regulation. No Credit Party nor any Subsidiary thereof is an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940) and no Credit Party nor any Subsidiary thereof is, or after giving effect to any Extension of Credit will be, subject to regulation under the Interstate Commerce Act, or any other Applicable Law which limits its ability to incur or consummate the transactions contemplated hereby. SECTION 7.12 Reserved. SECTION 7.13 Employee Relations. As of the Closing Date, no Credit Party nor any Material Foreign Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of its employees except as set forth on Schedule 7.13. None of the Credit Parties and Material Foreign Subsidiaries knows of any pending, threatened or contemplated strikes, work stoppage or other collective labor disputes involving its employees that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. SECTION 7.14 Burdensome Provisions. The Credit Parties and their respective Subsidiaries do not presently anticipate that future expenditures needed to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as to have a Material Adverse Effect. SECTION 7.15 Financial Statements. The audited and unaudited financial statements delivered pursuant to Section 6.1(f)(i) are complete and correct and fairly present on a Consolidated basis the assets, liabilities and financial position of the US Borrower and its Subsidiaries, in all material respects as at such dates, and the results of the operations and changes of financial position for the periods then ended (other than customary year-end adjustments for unaudited financial statements and the absence of footnotes from unaudited financial statements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all material indebtedness and other material liabilities, direct or contingent, of the US Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent required to be disclosed under GAAP. SECTION 7.16 No Material Adverse Change. Since December 31, 2018, there has been no material adverse change in the properties, business, operations or condition (financial or otherwise) of the US Borrower and its Subsidiaries and no event has occurred or condition arisen, either individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. SECTION 7.17 Solvency. US Borrower and its Subsidiaries, taken as a whole, are Solvent. SECTION 7.18 Title to Properties. As of the Closing Date, the real property listed on Schedule 7.18 constitutes all of the real property that is owned, leased, subleased or used by any Credit Party or any of its Material Foreign Subsidiaries. Each Credit Party and each Material Foreign Subsidiary has such title to the real property owned or leased by it as is necessary or desirable to the conduct of its business and valid and legal title to all of its personal property and assets, except those which have been disposed of by the Credit Parties and their Material Foreign Subsidiaries subsequent to such date which dispositions have been in the ordinary course of business or as otherwise expressly permitted hereunder. SECTION 7.19 Litigation. There are no actions, suits or proceedings pending nor, to the Knowledge of any Borrower, threatened against or in any other way relating adversely to or affecting any Credit Party or any Material Foreign Subsidiary or any of their respective properties in any court or before

85 152003688_8 any arbitrator of any kind or before or by any Governmental Authority that could reasonably be expected to have a Material Adverse Effect. 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 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 or Anti-Money Laundering 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. SECTION 7.21 Absence of Defaults. No event has occurred or is continuing (a) which constitutes a Default or an Event of Default, or (b) which constitutes, or which with the passage of time or giving of notice or both would constitute, a default or event of default by any Credit Party or any Material Foreign Subsidiary under any judgment, decree or order to which any Credit Party or any Material Foreign Subsidiary is a party or by which any Credit Party or any Material Foreign Subsidiary or any of their respective properties may be bound or which would require any Credit Party or any Material Foreign Subsidiary to make any payment thereunder prior to the scheduled maturity date therefor that, in any case under this clause (b), could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. SECTION 7.22 Senior Indebtedness Status. The Obligations of each Credit Party and each Subsidiary thereof under this Agreement and each of the other Loan Documents ranks and shall continue to rank at least senior in priority of payment to all Subordinated Indebtedness and all senior unsecured Indebtedness of each such Person and is designated as “Senior Indebtedness” (or any other similar term) under all instruments and documents, now or in the future, relating to all Subordinated Indebtedness and all senior unsecured Indebtedness of such Person. SECTION 7.23 Disclosure. No financial statement, material report, material certificate or other material information furnished in writing by or on behalf of any Credit Party or any Material Foreign Subsidiary to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken together as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, pro forma financial information, estimated financial information and other projected, estimated or forward looking information, such information was prepared in good faith based upon assumptions believed to be

86 152003688_8 reasonable at the time. As of the Closing Date, all of the information included in the Beneficial Ownership Certification is true and correct. ARTICLE VIII AFFIRMATIVE COVENANTS Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Commitments terminated, each Borrower will, and to the extent specifically provided below, will cause each of its Subsidiaries to: SECTION 8.1 Financial Statements and Budgets. Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice): (a) Annual Financial Statements. As soon as available and in any event within ninety (90) days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Year (commencing with the Fiscal Year ended December 31, 2019), a Consolidated and consolidating balance sheet of the US Borrower and its Subsidiaries as of the close of such Fiscal Year and Consolidated and consolidating statements of income, Consolidated stockholders’ equity and Consolidated cash flows including the notes to the Consolidated statements, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal Year and with respect to Consolidated statements prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. In the case of the Consolidated financial statements, such statements shall be audited by Deliotte LLP or other independent certified public accounting firm of recognized national standing selected by Borrower and reasonably satisfactory to the Administrative Agent, and accompanied by a report and opinion thereon by such certified public accountants prepared in accordance with generally accepted auditing standards that is not subject to any “going concern” or similar qualification or exception or any qualification as to the scope of such audit or with respect to accounting principles followed by the US Borrower or any of its Subsidiaries not in accordance with GAAP. (b) Quarterly Financial Statements. As soon as practicable and in any event within forty-five (45) days (or, if earlier, on the date of any required public filing thereof) after the end of the first three fiscal quarters of each Fiscal Year (commencing with the fiscal quarter ended September 30, 2019), an unaudited Consolidated and consolidating balance sheet of the US Borrower and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated and consolidating statements of income, Consolidated stockholders’ equity and Consolidated cash flows and a report containing management’s discussion and analysis of such financial statements for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes to the Consolidated statements, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding Fiscal Year and with respect to the Consolidated statements, prepared by the US Borrower in accordance with GAAP and, if applicable, containing required disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and with respect to Consolidated statements, certified by the chief financial officer of the US Borrower to present fairly in all material respects the financial condition of the US Borrower and its Subsidiaries on a Consolidated basis as of their respective dates and the results of operations of the US Borrower and its Subsidiaries for the respective periods then ended, subject to normal year-end adjustments and the absence of footnotes.

87 152003688_8 (c) Annual Business Plan and Budget. As soon as practicable and in any event within the earlier of (A) three (3) Business Days after approval by the Board of Directors of the US Borrower and (B) seventy-five (75) days after the end of each Fiscal Year, a business plan and operating and capital budget of the US Borrower and its Subsidiaries for the ensuing four (4) fiscal quarters. SECTION 8.2 Certificates; Other Reports. Deliver to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice): (a) at each time financial statements are delivered pursuant to Sections 8.1(a) or (b) a duly completed Officer’s Compliance Certificate signed by a Responsible Officer of the US Borrower; (b) reserved; (c) promptly upon receipt thereof (unless restricted by applicable professional standards with respect to which mutually agreeable arrangements cannot be made to permit disclosure thereof), copies of all management reports (and management responses thereto, if any) submitted to any Credit Party, any Subsidiary thereof or any of their respective boards of directors by their respective independent public accountants in connection with their auditing function; (d) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of Indebtedness of any Credit Party or any Material Foreign Subsidiary in excess of the Threshold Amount pursuant to the terms of any indenture, loan or credit or similar agreement; (e) promptly after the US Borrower’s Knowledge of the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Credit Party or any Material Foreign Subsidiary with any Environmental Law that could reasonably be expected to have a Material Adverse Effect; (f) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the US Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the US Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (g) promptly, and in any event within ten (10) Business Days after receipt thereof by the US Borrower, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Credit Party or any Subsidiary thereof; (h) promptly upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable Anti-Money Laundering Laws or Anti-Corruption Laws (including, without limitation, any applicable “know your customer” rules and regulations and the PATRIOT Act), in each case as from time to time reasonably requested by the Administrative Agent or any Lender; and (i) such other information regarding the operations, business affairs and financial condition of any Credit Party or any Subsidiary thereof as the Administrative Agent or any Lender may reasonably request.

88 152003688_8 Documents required to be delivered pursuant to Section 8.1(a) or (b) or Section 8.2(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the US Borrower posts such documents, or provides a link thereto on the US Borrower’s website on the Internet at the website address listed in Section 12.1; or (ii) on which such documents are posted on the US Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the US Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the US Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the US Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions of such documents. Notwithstanding anything contained herein, in every instance the US Borrower shall be required to provide copies of the Officer’s Compliance Certificates required by Section 8.2 directly to the Administrative Agent. Except for such Officer’s Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the US Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. SECTION 8.3 Notice of Litigation and Other Matters. Promptly (but in no event later than ten (10) days after any Responsible Officer of any Borrower obtains Knowledge thereof) notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): (a) the occurrence of any Default or Event of Default; (b) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any Credit Party or any Material Foreign Subsidiary or any of their respective properties, assets or businesses in each case that if adversely determined could reasonably be expected to result in a liability in excess of the Threshold Amount; (c) any notice of any violation received by any Credit Party or any Material Foreign Subsidiary from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws exceeding the Threshold Amount; (d) any labor controversy that has resulted in, or threatens to result in, a long-term strike or other work action against any Credit Party or any Material Foreign Subsidiary; (e) any attachment, judgment, lien, levy or order exceeding the Threshold Amount that may be assessed against or threatened in writing against any Credit Party or any Material Foreign Subsidiary; (f) the occurrence of any Termination Event that, alone or together with any other Termination Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and (g) any event which makes any of the representations set forth in Article VII that is subject to materiality or Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Article VII that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any material respect.

89 152003688_8 Each notice pursuant to Section 8.3 shall be accompanied by a statement of a Responsible Officer of the US Borrower setting forth details of the occurrence referred to therein and stating what action the US Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 8.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. SECTION 8.4 Preservation of Corporate Existence and Related Matters. Except as permitted by Section 9.4, preserve and maintain each Credit Party’s and each Material Foreign Subsidiary’s separate corporate existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation or other entity and authorized to do business in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect. SECTION 8.5 Maintenance of Property and Licenses. (a) In addition to the requirements of any of the Security Documents, protect and preserve all Properties necessary in and material to each Credit Party’s and each Material Foreign Subsidiary’s business, including copyrights, patents, trade names, service marks and trademarks; maintain in good working order and condition, ordinary wear and tear excepted, all buildings, equipment and other tangible real and personal property; and from time to time make or cause to be made all repairs, renewals and replacements thereof and additions to such Property necessary for the conduct of its business, so that the business carried on in connection therewith may be conducted in a commercially reasonable manner, in each case except as such action or inaction would not reasonably be expected to result in a Material Adverse Effect. (b) Maintain, in full force and effect in all material respects, each and every material license, permit, certification, qualification, approval or franchise issued by any Governmental Authority (each a “License”) required for each of each Credit Party and each Material Foreign Subsidiary to conduct their respective businesses as presently conducted. SECTION 8.6 Insurance. Maintain insurance with financially sound and reputable insurance companies against at least such risks and in at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law and as are required by any Security Documents (including, without limitation, hazard and business interruption insurance). All such insurance shall, (a) provide that no cancellation or material modification thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof (except as a result of non-payment of premium in which case only 10 days’ prior written notice shall be required), (b) in the case of liability insurance, name the Administrative Agent as an additional insured party thereunder and (c) in the case of each property insurance policy, name the Administrative Agent as lender’s loss payee or mortgagee, as applicable. On the Closing Date and from time to time thereafter deliver to the Administrative Agent upon its request information in reasonable detail as to the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby. SECTION 8.7 Accounting Methods and Financial Records. Maintain a system of accounting, and keep proper books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of the SEC. SECTION 8.8 Payment of Taxes and Other Obligations. Pay and perform and cause, each Credit Party and Material Foreign Subsidiary to pay and perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its Property and (b) all other

90 152003688_8 Indebtedness, obligations and liabilities in accordance with customary trade practices; provided, that the US Borrower or such Subsidiary may contest any item described in clause (a) of this Section in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP. SECTION 8.9 Compliance with Laws and Approvals. Observe and remain in compliance with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of each Credit Party’s and each Material Foreign Subsidiary’s business and which if not complied with or not maintained could reasonably be expected to have a Material Adverse Effect. SECTION 8.10 Environmental Laws. In addition to and without limiting the generality of Section 8.9, (a) comply in all material respects with, and ensure such compliance by all, Credit Parties and Material Foreign Subsidiaries, tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws and (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws. SECTION 8.11 Compliance with ERISA. In addition to and without limiting the generality of Section 8.9, (a) except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) comply with applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans, (ii) not take any action or fail to take action the result of which could reasonably be expected to result in a liability to the PBGC or to a Multiemployer Plan, (iii) not participate in any prohibited transaction that could result in any civil penalty under ERISA or tax under the Code and (iv) operate each Employee Benefit Plan in such a manner that will not incur any tax liability under Section 4980B of the Code or any liability to any qualified beneficiary as defined in Section 4980B of the Code and (b) furnish to the Administrative Agent upon the Administrative Agent’s request such additional information about any Employee Benefit Plan as may be reasonably requested by the Administrative Agent. In addition to and without limiting the generality of Section 8.9, (a) except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, comply with applicable provisions of Canadian Pension Laws in respect to all Canadian Plans, and (b) furnish to the Administrative Agent upon the Administrative Agent’s request such additional information about any Canadian Plan as may be reasonably requested by the Administrative Agent. SECTION 8.12 Compliance with Agreements. Comply in all respects with each term, condition and provision of all leases, agreements and other instruments entered into in the conduct of its business, except as could not reasonably be expected to have a Material Adverse Effect. SECTION 8.13 Visits and Inspections. Permit representatives of the Administrative Agent or any Lender, from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the US Borrower, to visit and inspect its properties; inspect, audit and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects; provided that excluding any such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year at the US Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrowers at any time without advance notice. Upon the request of the Administrative Agent or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which

91 152003688_8 meeting will be held at the US Borrower’s corporate offices (or such other location as may be agreed to by the US Borrower and the Administrative Agent) at such time as may be agreed by the US Borrower and the Administrative Agent. SECTION 8.14 Additional Subsidiaries. (a) Additional Domestic Subsidiaries. Promptly after the creation or acquisition (including by division) of any Material Domestic Subsidiary or upon any other event whereby a Subsidiary becomes a Material Domestic Subsidiary, and in any event (x) in the case of any such Material Domestic Subsidiary created or acquired in connection with a Permitted Acquisition, within sixty (60) days (as such time period may be extended by the Administrative Agent in its sole discretion) after the closing date of such Permitted Acquisition and (y) in all other cases any such Material Domestic Subsidiary, within sixty (60) days (as such time period may be extended by the Administrative Agent in its sole discretion) after creation or other event, cause such Person to (i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions, documents and certificates of the type referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iv) if such Capital Stock is certificated, deliver to the Administrative Agent such original Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and at the request of the Administrative Agent, promptly thereafter (and, in any event, within forty five (45) days after such notification, as such time period may be extended by the Administrative Agent in its sole discretion), cause (i) the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original certificated Capital Stock (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent and not more burdensome than the original closing documents required with regard to such Person. (c) Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 8.14(a) or (b), as applicable, until the consummation

92 152003688_8 of such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with Section 8.14(a) or (b), as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition. (d) Additional Collateral. Comply with the requirements set forth in the Security Documents with respect to any Property constituting Collateral thereunder. (e) Exclusions. The provisions of this Section 8.14 shall not apply to assets as to which the Administrative Agent and the US Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby. SECTION 8.15 Reserved. SECTION 8.16 Use of Proceeds. (a) The Borrowers shall use the proceeds of the Revolving Credit Loans (i) to refinance Indebtedness under the Existing Credit Agreement, (ii) to pay certain fees and expenses incurred in connection with the Transactions and this Agreement and (iii) for working capital and general corporate purposes of the US Borrower and its Subsidiaries. (b) The US Borrower shall use the proceeds of any Incremental Term Loan and any Incremental Revolving Credit Increase as permitted pursuant to Section 5.13, as applicable. (c) The Borrowers will not, directly or, to their Knowledge, indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws in any material respect, (ii) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, or (iii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as an underwriter, advisor, investor or otherwise). SECTION 8.17 Reserved. SECTION 8.18 Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation; Anti-Money Laundering Laws and Sanctions. Each Borrower will (a) 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 and (b) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any information or documentation required by the Beneficial Ownership Regulation. No borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement or the other Loan Documents will violate Anti- Corruption Laws, Anti-Money Laundering Laws or applicable Sanctions. SECTION 8.19 Corporate Governance. (a) Maintain entity records and books of account separate from those of any other entity which is an Affiliate of such entity, (b) not commingle its funds or assets with those of any other entity which is an Affiliate of such entity (except pursuant to cash management systems reasonably acceptable to the Administrative Agent) and (c) provide that its board of directors (or equivalent governing body) will hold all appropriate meetings to authorize and approve such

93 152003688_8 entity’s actions, which meetings will be separate from those of any other entity which is an Affiliate of such entity. For the purposes of this Section 8.19, “Affiliate” shall not include any Borrower or any Subsidiary thereof. SECTION 8.20 Further Assurances. Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Administrative Agent or the Required Lenders (through the Administrative Agent) may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Credit Parties. Each Borrower also agrees to provide to the Administrative Agent, from time to time upon the reasonable request by the Administrative Agent, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. SECTION 8.21 Post-Closing Matters. Execute and deliver the documents and complete the tasks set forth on Schedule 8.21, in each case within the time limits specified on such schedule. ARTICLE IX NEGATIVE COVENANTS Until all of the Obligations (other than contingent, indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Commitments terminated, each Borrower will not, and will not permit any Credit Party, any Material Foreign Subsidiary and to the extent specifically provided below, any other Subsidiary to: SECTION 9.1 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations; (b) Indebtedness owing under Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (c) Indebtedness existing on the Closing Date and listed on Schedule 9.1, and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) Indebtedness incurred in connection with Finance Lease Obligations and purchase money Indebtedness in an aggregate amount not to exceed $75,000,000 at any time outstanding (excluding Indebtedness incurred in connection with Finance Lease Obligations and purchase money Indebtedness otherwise permitted in Section 9.1(e)); (e) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 9.3, to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) neither any Borrower nor any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness, (iii) any Indebtedness (other than Indebtedness described in clause (iv) below) was incurred in connection with Finance Lease Obligations or purchase money Indebtedness, (iv) such Indebtedness is pari passu with or subordinate to

94 152003688_8 the Obligations and (v) the aggregate principal amount of such Indebtedness does not exceed $75,000,000 at any time outstanding; (f) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section and Guaranty Obligations with respect to contract performance; (g) unsecured intercompany Indebtedness: (i) owed by any Credit Party to another Credit Party; (ii) owed by any Credit Party to any Non-Guarantor Subsidiary (provided that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent); (iii) owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary; and (iv) owed by any Non-Guarantor Subsidiary to any Credit Party not to exceed $40,000,000 at any time outstanding; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; and Indebtedness incurred in respect of credit cards, credit card processing service, debit cards, stored value cards, purchase cards (including “procurement cards” or “P-cards”) or cash management services, in each case, incurred in the ordinary course of business; (i) unsecured Indebtedness of the US Borrower and the Subsidiary Guarantors; provided, that (subject, in the case of unsecured Indebtedness incurred solely to finance a substantially concurrent Limited Condition Acquisition, to Section 1.13) the US Borrower shall be in compliance with the financial covenants set forth in Section 9.15 based on the financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b), as applicable, both before and after giving effect (on a Pro Forma Basis) to the incurrence of such Indebtedness; (j) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (k) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $75,000,000 at any time outstanding (excluding the Obligations of Non-US Borrowers pursuant to this Agreement); (l) Indebtedness consisting of promissory notes issued to current or former officers, directors and employees (or their respective family members, estates or trusts or other entities for the benefit of any of the foregoing) of the US Borrower or its Subsidiaries to purchase or redeem Capital Stock or options of the US Borrower permitted pursuant to Section 9.6(d)(v); provided that the aggregate principal amount of all such Indebtedness shall not exceed $10,000,000 at any time outstanding; (m) Indebtedness of any Credit Party or any Subsidiary thereof not otherwise permitted pursuant to this Section in an aggregate principal amount not to exceed $10,000,000 at any time outstanding;

95 152003688_8 (n) Indebtedness incurred in connection with floor plan financing in an aggregate amount not to exceed $100,000,000 at any time outstanding; and (o) Indebtedness not otherwise permitted pursuant to this Section not to exceed, at any time outstanding, the greater of (i) $75,000,000 and (ii) 7.5% of Consolidated total assets for the most recently ended period of four (4) consecutive fiscal quarters for which financial statements have been delivered hereunder prior to such date. SECTION 9.2 Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its Property, whether now owned or hereafter acquired, except: (a) Liens created pursuant to the Loan Documents (including, without limitation, Liens in favor of the Swingline Lender and/or the Issuing Lenders, as applicable, on Cash Collateral granted pursuant to the Loan Documents); (b) Liens in existence on the Closing Date and described on Schedule 9.2, and the replacement, renewal or extension thereof (including Liens incurred, assumed or suffered to exist in connection with any refinancing, refunding, renewal or extension of Indebtedness pursuant to Section 9.1(c) (solely to the extent that such Liens were in existence on the Closing Date and described on Schedule 9.2)); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing; (c) Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) (i) not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related thereto has not expired or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; (d) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, which (i) are not overdue for a period of more than thirty (30) days, or if more than thirty (30) days overdue, no action has been taken to enforce such Liens and such Liens are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP and (ii) do not, individually or in the aggregate, materially impair the use thereof in the operation of the business of the US Borrower or any of its Subsidiaries; (e) deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance and other types of social security or similar legislation, or to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each case, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof; (f) encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which in the aggregate are not substantial in amount and which do not, in any case, detract from the value of such property or impair the use thereof in the ordinary conduct of business;

96 152003688_8 (g) Liens arising from the filing of precautionary UCC or PPSA financing statements relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of business of the US Borrower and its Subsidiaries; (h) Liens securing Indebtedness permitted under Sections 9.1(d), 9.1(n) and Finance Lease Obligations and purchase money Indebtedness permitted under Section 9.1(e); provided that (i) such Liens shall be created substantially simultaneously with the acquisition, repair, improvement or lease, as applicable, of the related Property, (ii) such Liens do not at any time encumber any property other than the Property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable); (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 10.1(m) or securing appeal or other surety bonds relating to such judgments; (j) (i) Liens on Property (i) of any Subsidiary which are in existence at the time that such Subsidiary is acquired pursuant to a Permitted Acquisition and (ii) of the US Borrower or any of its Subsidiaries existing at the time such tangible property or tangible assets are purchased or otherwise acquired by the US Borrower or such Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (i) and (ii), (A) such Liens are not incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (B) such Liens are applicable only to specific Property, (C) such Liens are not “blanket” or all asset Liens, (D) such Liens do not attach to any other Property of the US Borrower or any of its Subsidiaries and (E) the Indebtedness secured by such Liens is permitted under Section 9.1(e)); (k) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets that constitute Collateral or the Capital Stock of the US Borrower or any of the Subsidiaries, and (ii) such Liens extending to the assets of any Foreign Subsidiary secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 9.1(a), (c) or (k); (l) (i) Liens of a collecting bank arising in the ordinary course of business under Section 4- 210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any depositary bank in connection with statutory, common law and contractual rights of set-off and recoupment with respect to any deposit account of the US Borrower or any Subsidiary thereof; (m) (i) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord, (ii) statutory liens under Canadian Pension Laws, subject to compliance with the last sentence of Section 8.11, and (iii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary course of business to the extent limited to the property or assets relating to such contract; (n) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of the US Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the US Borrower or its Subsidiaries or (ii) secure any Indebtedness; (o) Liens arising from permitted sale-leaseback transactions as permitted under Section 9.13; and

97 152003688_8 (p) Liens not otherwise permitted hereunder on assets other than the Collateral securing Indebtedness or other obligations in the aggregate principal amount not to exceed, at any time outstanding, amounts permitted by Sections 9.1(m) and 9.1(o); provided that, other than Liens permitted under clauses (c), (d), (f), (i), (j), (l), (m) and (o) (including any Liens on the real property subject to the 2008 Sale-Leaseback Transaction in connection with the assumption by the US Borrower and its Domestic Subsidiaries of the financing under the 2008 Sale- Leaseback Transaction in existence at any time such real property is purchased by the US Borrower or such Domestic Subsidiary) of this Section 9.2, no Liens shall encumber any real property owned by US Borrower or any of its Domestic Subsidiaries. SECTION 9.3 Investments. Purchase, own, invest in or otherwise acquire (in one transaction or a series of transactions), by division or otherwise, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”) except: (a) (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date; (ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 9.3; (iii) Investments made after the Closing Date by any Credit Party in any other Credit Party (other than the US Borrower); (iv) Investments made after the Closing Date by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary; (v) Investments made after the Closing Date by any Non-Guarantor Subsidiary in any Credit Party; and (vi) Investments made after the Closing Date by the U.S. Borrower in any Non- Guarantor Subsidiary in order for such Subsidiary to effect a Permitted Acquisition in accordance with the provisions of Section 9.3(g); (b) Investments in cash and Cash Equivalents; (c) Investments by the US Borrower or any of its Subsidiaries consisting of Capital Expenditures; (d) deposits made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 9.2; (e) Hedge Agreements permitted pursuant to Section 9.1; (f) purchases of assets in the ordinary course of business;

98 152003688_8 (g) Investments by the US Borrower or any Subsidiary thereof in the form of a Permitted Acquisition; provided that the US Borrower shall be in compliance with the financial covenants set forth in Section 9.15 based on the financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b), as applicable, both before and after giving effect (on a Pro Forma Basis as of the proposed closing date of the Acquisition) thereto and any Indebtedness incurred in connection therewith, which in the case of a Limited Condition Acquisition shall be subject to Section 1.13; (h) Investments in the form of loans and advances to officers, directors and employees in the ordinary course of business in an aggregate amount not to exceed at any time outstanding $1,000,000 (determined without regard to any write-downs or write-offs of such loans or advances); (i) Investments in the form of Restricted Payments permitted pursuant to Section 9.6; (j) Guarantees permitted pursuant to Section 9.1; (k) Investments in joint ventures; provided, that the aggregate amount of all such Investments shall not at any time outstanding exceed $30,000,000; and (l) Investments in the form of intercompany Indebtedness permitted pursuant to Section 9.1(g); (m) Investments in the form of Indebtedness in direct customers and distributors in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; (n) Investments (other than Acquisitions) not otherwise permitted pursuant to this Section 9.3 so long as before and after giving effect to such Investments: (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) the Consolidated Total Net Leverage Ratio shall be less than or equal to 3.25 to 1.00 for the most recently ended four-quarter period prior to such Investment for which financial statements have been delivered pursuant to Section 8.1(a) or (b), as applicable; and (iii) the US Borrower is in compliance with the financial covenants set forth in Section 9.15; (o) Investments not otherwise permitted pursuant to this Section 9.3 not to exceed the Available Amount as of the date of such Investments so long as before and after giving effect to such Investment: (i) no Default or Event of Default has occurred and is continuing or would result therefrom; and (ii) the US Borrower is in compliance with the financial covenants set forth in Section 9.15; and (p) Investments not otherwise permitted pursuant to this Section in an aggregate amount not to exceed $50,000,000 at any time outstanding; provided that, subject to Section 1.13, immediately before and immediately after giving pro forma effect to any such Investments and any Indebtedness incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing.

99 152003688_8 For purposes of determining the amount of any Investment outstanding for purposes of this Section 9.3, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired (without adjustment for subsequent increases or decreases in the value of such Investment) less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested). SECTION 9.4 Fundamental Changes. Merge, amalgamate, consolidate or enter into any similar combination with (including by division), or enter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) (i) any Wholly-Owned Subsidiary of a Borrower may be merged, amalgamated or consolidated with or into such Borrower (provided that a Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of a Borrower may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and such Borrower shall comply with Section 8.14 in connection therewith); (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (c) any Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up, division or otherwise) to the US Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets; (d) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up, division or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (e) any Wholly-Owned Subsidiary of the US Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 9.3(g)); provided that in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the US Borrower shall comply with Section 8.14 in connection therewith; and (f) any Person may merge with or into the US Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition permitted pursuant to Section 9.3(g); provided that (i) in the case of a merger involving the US Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the US Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the US Borrower or a Wholly-Owned Subsidiary of the US Borrower. SECTION 9.5 Asset Dispositions. Make any Asset Disposition except:

100 152003688_8 (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the US Borrower or any of its Subsidiaries; (b) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the US Borrower and its Subsidiaries; (c) leases, subleases, licenses or sublicenses of real or personal property granted by any Borrower or any of its Subsidiaries to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of such Borrower or any of its Subsidiaries; (d) Asset Dispositions in connection with Insurance and Condemnation Events; (e) Assets Dispositions in connection with transactions permitted by Section 9.4; (f) Asset Dispositions with an aggregate book value not to exceed (i) 5% of Consolidated total assets during any four (4) consecutive fiscal quarter period and (ii) 10% of Consolidated total assets during the term of this Agreement; and (g) Asset Dispositions not otherwise permitted pursuant to this Section so long as the Credit Parties reinvest substantially all of the net cash proceeds therefrom in assets used or useful for the business of the Credit Parties and their Subsidiaries within twelve (12) months following receipt of such proceeds. SECTION 9.6 Restricted Payments. Declare or pay any dividend on, or make any payment or other distribution on account of, or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Capital Stock of any Credit Party or any Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Capital Stock of any Credit Party or any Subsidiary thereof (all of the foregoing, the “Restricted Payments”) provided that: (a) the US Borrower or any of its Subsidiaries may pay dividends in shares of its own Qualified Capital Stock; (b) any Subsidiary of any Borrower may pay cash dividends to such Borrower or any Subsidiary Guarantor; (c) (i) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may make Restricted Payments to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary (and, if applicable, to other holders of its outstanding Capital Stock on a ratable basis) and (ii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may make Restricted Payments to any other Non-Guarantor Subsidiary (and, if applicable, to other holders of its outstanding Capital Stock on a ratable basis); (d) the US Borrower may declare and make (and each Subsidiary of the US Borrower may declare and make to enable the US Borrower to do the same) Restricted Payments to: (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, redeem, retire or otherwise acquire shares of its Capital Stock to offset dilution created by equity compensation to its officers, directors, employees and consultants;

101 152003688_8 (ii) declare and make dividends in accordance with a dividend policy approved by the US Borrower’s Board of Directors and make other repurchases of Capital Stock of the US Borrower not to exceed $35,000,000 during any Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, redeem, retire or otherwise acquire shares of its Capital Stock or options or other equity or phantom equity in respect of its Capital Stock from present or former officers, employees, directors or consultants (or their family members or trusts or other entities for the benefit of any of the foregoing) or make severance payments to such Persons in connection with the death, disability or termination of employment or consultancy of any such officer, employee, director or consultant. (e) the US Borrower may make cash distributions to the holders of the US Borrower’s Capital Stock not otherwise permitted pursuant to this Section 9.6 so long as before and after giving effect to such distributions: (i) no Default or Event of Default has occurred and is continuing or would result therefrom; (ii) the Consolidated Total Net Leverage Ratio shall be less than or equal to 3.25 to 1.00 for the most recently ended four-quarter period prior to such distribution for which financial statements have been delivered pursuant to Section 8.1(a) or (b), as applicable; and (iii) the US Borrower is in compliance with the financial covenants set forth in Section 9.15; (f) the US Borrower may make cash distributions to the holders of such Borrower’s Capital Stock not otherwise permitted pursuant to this Section 9.6 not to exceed the Available Amount as of the date of such distributions so long as before and after giving effect to such distributions: (i) no Default or Event of Default has occurred and is continuing or would result therefrom; and (ii) the US Borrower is in compliance with the financial covenants set forth in Section 9.15; and (g) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the US Borrower may make other Restricted Payments not otherwise permitted pursuant to this Section 9.6 not to exceed $50,000,000 during the term of this Agreement. SECTION 9.7 Transactions with Affiliates. Directly or indirectly enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with (a) any officer, director, holder of any Capital Stock in, or other Affiliate of, the US Borrower or any of its Subsidiaries or (b) any Affiliate of any such officer, director or holder other than: (i) transactions permitted by Sections 9.1, 9.3, 9.4, 9.5, 9.6, 9.9 and 9.13; (ii) transactions existing on the Closing Date and described on Schedule 9.7; (iii) transactions among Credit Parties not prohibited hereunder;

102 152003688_8 (iv) other transactions in the ordinary course of business on terms as favorable as would be obtained by it on a comparable arm’s-length transaction with an independent, unrelated third party as determined in good faith by the board of directors (or equivalent governing body) of the US Borrower; (v) employment and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective officers and employees in the ordinary course of business; and (vi) payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the US Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the US Borrower and its Subsidiaries. SECTION 9.8 Accounting Changes; Organizational Documents. (a) Change its Fiscal Year end, or make (without the consent of the Administrative Agent) any material change in its accounting treatment and reporting practices except as required by GAAP. (b) Amend, modify or change its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in any manner materially adverse to the rights or interests of the Lenders. SECTION 9.9 Payments and Modifications of Subordinated Indebtedness. (a) Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) any of the terms or provisions of any Subordinated Indebtedness in any respect which would materially and adversely affect the rights or interests of the Administrative Agent and Lenders hereunder. (b) Cancel, forgive, make any payment or prepayment on, or redeem or acquire for value (including, without limitation, (x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Subordinated Indebtedness, except: (i) refinancings, refundings, renewals, extensions or exchange of any Subordinated Indebtedness permitted by Section 9.1(c), (e), (g)(ii), (i) or (m), and by any subordination provisions applicable thereto; (ii) payments and prepayments of any Subordinated Indebtedness made solely with the proceeds of Qualified Capital Stock; and (iii) the payment of interest, expenses and indemnities in respect of Subordinated Indebtedness incurred under Section 9.1(c), (e), (g)(ii), (i) or (m) (other than any such payments prohibited by any subordination provisions applicable thereto). SECTION 9.10 No Further Negative Pledges; Restrictive Agreements. (a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or

103 152003688_8 instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of any Credit Party as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien). (b) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to (i) pay dividends or make any other distributions to any Credit Party or any Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Credit Party or (iii) make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents and (B) Applicable Law. (c) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party or any Subsidiary thereof to (i) sell, lease or transfer any of its properties or assets to any Credit Party or (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired in connection therewith), (D) any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of any Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant to Section 9.5) that limit the transfer of such Property pending the consummation of such sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto and (H) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. SECTION 9.11 Nature of Business. Engage in any business other than the business conducted by the US Borrower and its Subsidiaries as of the Closing Date and business activities similar to, reasonably related or ancillary thereto. SECTION 9.12 Reserved. SECTION 9.13 Sale Leasebacks. Except for (a) the 2008 Sale-Leaseback Transaction and (b) any of the following as it relates to any Property not constituting Collateral for the Obligations, directly or indirectly become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether an operating lease or a finance lease, of any Property (whether real, personal or mixed), whether now owned or hereafter acquired, (i) which any Credit Party or any Subsidiary thereof has sold or transferred or is to sell or transfer to a Person which is not another Credit Party or Subsidiary of a Credit Party or (ii) which any Credit Party or any Subsidiary of a Credit Party intends to use for substantially the same purpose as any other Property that has been sold or is to be sold or transferred by such Credit Party or such Subsidiary to another Person which is not another Credit Party or Subsidiary of a Credit Party in connection with such lease. SECTION 9.14 Reserved.

104 152003688_8 SECTION 9.15 Financial Covenants. (a) Consolidated Total Net Leverage Ratio. (i) As of the last day of any fiscal quarter commencing with the period ending September 30, 2019, permit the Consolidated Total Net Leverage Ratio to be greater than the 3.75 to 1.00. (ii) Notwithstanding the covenant level set forth in clause (i) above, the Consolidated Total Net Leverage Ratio shall be subject to a covenant adjustment (“Covenant Holiday”) at the election of the US Borrower given in writing to the Administrative Agent, if the Permitted Acquisition Consideration of a Permitted Acquisition or a series of Permitted Acquisitions over a period of twelve (12) months is at least $75,000,000. If so elected, (1) the maximum Consolidated Total Net Leverage Ratio during the Covenant Holiday shall be 4.00 to 1.00, which such increase shall be applicable (A) with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or (B) with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining compliance on a Pro Forma Basis with this Section 9.15(a) on the LCA Test Date, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated; provided that the maximum Consolidated Total Net Leverage Ratio shall be increased to 4.25 to 1.00 during any Covenant Holiday where the US Borrower and its Subsidiaries have outstanding unsecured Consolidated Total Indebtedness in an aggregate principal amount of $150,000,000 or more, (2) the period of each Covenant Holiday shall last no longer than four fiscal quarters and (3) there shall be no less than two fiscal quarters between Covenant Holidays. After the period of each Covenant Holiday, the maximum Consolidated Total Net Leverage Ratio shall be 3.75 to 1.00. (b) Consolidated Interest Coverage Ratio. As of the last day of any fiscal quarter commencing with the period ending September 30, 2019, permit the Consolidated Interest Coverage Ratio to be less than 3.50 to 1.00. SECTION 9.16 Disposal of Subsidiary Interests. Permit any Domestic Subsidiary to be a non- Wholly-Owned Subsidiary except as a result of or in connection with a dissolution, merger, amalgamation, consolidation or disposition permitted by Section 9.4 or 9.5. SECTION 9.17 Canadian Defined Benefit Plans. Establish, participate in, contribute to or be required to contribute to a Canadian Defined Benefit Plan except as a result of a Permitted Acquisition. ARTICLE X DEFAULT AND REMEDIES SECTION 10.1 Events of Default. Each of the following shall constitute an Event of Default: (a) Default in Payment of Principal of Loans and Reimbursement Obligations. Any Borrower shall default in any payment of principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of acceleration or otherwise). (b) Other Payment Default. Any Borrower shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Loan or Reimbursement

105 152003688_8 Obligation or the payment of any other Obligation, and such default shall continue for a period of three (3) Business Days. (c) Misrepresentation. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Credit Party or any Material Foreign Subsidiary in this Agreement, in any other Loan Document, or in any document delivered in connection herewith or therewith that is subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any respect when made or deemed made or any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, in any other Loan Document, or in any document delivered in connection herewith or therewith that is not subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any material respect when made or deemed made. (d) Default in Performance of Certain Covenants. Any Credit Party or any Subsidiary thereof shall default in the performance or observance of any covenant or agreement contained in Sections 8.1, 8.2(a), 8.3(a), 8.4, 8.13, 8.14, 8.16, 8.18, 8.19 or Article IX. (e) Default in Performance of Other Covenants and Conditions. Any Credit Party or any Material Foreign Subsidiary shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for in this Section) or any other Loan Document and such default shall continue for a period of thirty (30) days after the earlier of (i) the Administrative Agent’s delivery of written notice thereof to the US Borrower and (ii) a Responsible Officer of any Credit Party having obtained Knowledge thereof. (f) Indebtedness Cross-Default. Any Credit Party or any Material Foreign Subsidiary thereof shall (i) default in the payment of any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding amount of which Indebtedness is in excess of the Threshold Amount beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding amount, or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity (any applicable grace period having expired). (g) Reserved. (h) Change in Control. Any Change in Control shall occur. (i) Voluntary Bankruptcy Proceeding. Any Credit Party or any Material Foreign Subsidiary shall (i) commence a voluntary case under any Debtor Relief Laws, (ii) file a petition seeking to take advantage of any Debtor Relief Laws, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under any Debtor Relief Laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors, or (vii) take any corporate action for the purpose of authorizing any of the foregoing.

106 152003688_8 (j) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against any Credit Party or any Material Foreign Subsidiary in any court of competent jurisdiction seeking (i) relief under any Debtor Relief Laws, or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like for any Credit Party or any Material Foreign Subsidiary or for all or any substantial part of their respective assets, domestic or foreign, and such case or proceeding shall continue without dismissal or stay for a period of sixty (60) consecutive days, or an order granting the relief requested in such case or proceeding under such Debtor Relief Laws shall be entered. (k) Failure of Agreements. Any provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid and binding on any Credit Party or any Material Foreign Subsidiary party thereto or any such Person shall so state in writing, or any Loan Document shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on, or security interest in, any of the Collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or thereof. (l) Termination Events. A Termination Event shall have occurred that, when taken together with all other Termination Events that have occurred, could reasonably be expected to result in a Material Adverse Effect. (m) Judgment. A final, nonappealable judgment or order for the payment of money which could reasonably be expected to have a Material Adverse Effect shall be entered against any Credit Party or any Subsidiary thereof by any court and such judgment or order shall continue without having been discharged, vacated or stayed for a period of sixty (60) consecutive days after the entry thereof. SECTION 10.2 Remedies. Upon the occurrence and during the continuance of an Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the US Borrower: (a) Acceleration; Termination of Credit Facility. Terminate the Revolving Credit Commitment and declare the principal of and interest on the Loans and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations, to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the US Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 10.1(i) or (j), the Credit Facility shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding. (b) Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, demand that the US Borrower deposit in a Cash Collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Secured Obligations in accordance with Section 10.3. After all such Letters of Credit shall have expired or been fully drawn upon, the

107 152003688_8 Reimbursement Obligation shall have been satisfied and all other Secured Obligations shall have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to the US Borrower. (c) General Remedies. Exercise on behalf of the Secured Parties all of its other rights and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Secured Obligations. SECTION 10.3 Rights and Remedies Cumulative; Non-Waiver; etc. (a) The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between any Borrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.2 for the benefit of all the Lenders and the Issuing Lenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Lender or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 12.4 (subject to the terms of Section 5.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 5.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. SECTION 10.4 Crediting of Payments and Proceeds. (a) In the event that the Obligations have been accelerated pursuant to Section 10.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received other than from a Non-US Borrower on account of the Secured Obligations and all net proceeds of or constituting US Collateral, from the enforcement of the Secured Obligations shall be applied by the Administrative Agent as follows: First, to payment of that portion of the US Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lenders in their capacity as such and the Swingline Lender in its capacity as such, ratably among

108 152003688_8 the Administrative Agent, the Issuing Lenders and Swingline Lender in proportion to the respective amounts described in this clause First payable to them; Second, to payment of that portion of the US Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the US Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the US Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Issuing Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to the Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize any L/C Obligations constituting US Obligations then outstanding; Sixth, to the payment of the Non-US Obligations in the order set forth in clause (b) below; and Last, the balance, if any, after all of the Secured Obligations have been paid in full in cash, to the US Borrower or as otherwise required by Applicable Law. Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XI for itself and its Affiliates as if a “Lender” party hereto. (b) In the event that the Obligations have been accelerated pursuant to Section 10.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received from a Non-US Borrower and all net proceeds of or constituting Non-US Collateral, from the enforcement of the Non-US Obligations shall be applied by the Administrative Agent as follows: First, to payment of that portion of the Non-US Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; Second, to payment of that portion of the Non-US Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them;

109 152003688_8 Third, to payment of that portion of the Non-US Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Non-US Obligations constituting unpaid principal of the Loans and payment obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth payable to them; and Last, the balance, if any, after all of the Non-US Obligations have been paid in full in cash, to the Non US Borrowers or as otherwise required by Applicable Law. Notwithstanding the foregoing, Non-US Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XI for itself and its Affiliates as if a “Lender” party hereto. (c) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents: (i) each Non-US Borrower shall be severally and not jointly liable, for that portion of the Secured Obligations evidenced by any Loan or other Extension of Credit made to, or for the benefit of, such Non-US Borrower; and (ii) the US Borrower shall be liable for all of the Secured Obligations evidenced by any Loan or other Extension of Credit made to, or for the benefit of any Non-US Borrower, and all such Secured Obligations shall be guaranteed by the Subsidiary Guarantors. SECTION 10.5 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the US Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lenders and the Administrative Agent under Sections 3.3, 5.3 and 12.3) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative

110 152003688_8 Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 3.3, 5.3 and 12.3. SECTION 10.6 Credit Bidding. (a) The Administrative Agent, on behalf of itself and the Secured Parties, shall have the right to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Administrative Agent under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including Section 363 thereof, or a sale under a plan of reorganization, or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with Applicable Law. Such credit bid or purchase may be completed through one or more acquisition vehicles formed by the Administrative Agent to make such credit bid or purchase and, in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Capital Stock and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party). (b) Each Lender hereby agrees, on behalf of itself and each of its Affiliates that is a Secured Party, that, except as otherwise provided in any Loan Document or with the written consent of the Administrative Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral. ARTICLE XI THE ADMINISTRATIVE AGENT SECTION 11.1 Appointment and Authority. (a) Each of the Lenders and each Issuing Lender hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and neither the US Borrower nor any Subsidiary thereof shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and

111 152003688_8 any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article XI for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of Articles XI and XII (including Section 12.3, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. SECTION 11.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the US Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. SECTION 11.3 Exculpatory Provisions. (a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing; (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and (iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the US Borrower or any of its Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. (b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 12.2 and Section 10.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the US Borrower, a Lender or an Issuing Lender.

112 152003688_8 (c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith (including, without limitation, any report provided to it by an Issuing Lender pursuant to Section 3.9), (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vi) the utilization of any Issuing Lender’s L/C Commitment (it being understood and agreed that each Issuing Lender shall monitor compliance with its own L/C Commitment without any further action by the Administrative Agent). SECTION 11.4 Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. SECTION 11.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facility as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub- agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. SECTION 11.6 Resignation of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lenders and the US Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the US Borrower and subject to the consent of the US Borrower (provided no Event of Default has occurred and is continuing at the time of such resignation) to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation

113 152003688_8 Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the US Borrower and such Person, remove such Person as Administrative Agent and, in consultation with the US Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 12.3 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. (d) Any resignation by, or removal of, Wells Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender, if in its sole discretion it elects to, and Swingline Lender, (b) the retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Issuing Lender, if in its sole discretion it elects to, shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. SECTION 11.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Lender also acknowledges that it will, independently and without reliance upon

114 152003688_8 the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. SECTION 11.8 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the syndication agents, documentation agents, co-agents, arrangers or bookrunners listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Lender hereunder. SECTION 11.9 Collateral and Guaranty Matters. (a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) irrevocably authorize the Administrative Agent, at its option and in its discretion: (i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of the Secured Parties, under any Loan Document (A) upon the termination of the Revolving Credit Commitment and payment in full of all Secured Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Lender shall have been made), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition to a Person other than a Credit Party permitted under the Loan Documents, or (C) if approved, authorized or ratified in writing in accordance with Section 12.2; (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Permitted Lien; and (iii) to release any Subsidiary Guarantor from its obligations under any Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 11.9. In each case as specified in this Section 11.9, the Administrative Agent will, at the US Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in accordance with the terms of the Loan Documents and this Section 11.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 9.5 to a Person other than a Credit Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person.

115 152003688_8 (b) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. SECTION 11.10 Secured Hedge Agreements and Secured Cash Management Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 10.4 or any Collateral by virtue of the provisions hereof or of any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article XI to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Cash Management Agreements and Secured Hedge Agreements, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. SECTION 11.11 Erroneous Payments. (a) Each Lender, each Issuing Lender, each other Secured Party and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or Issuing Lender or any other Secured Party (or the Lender Affiliate of a Secured Party) or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender, Issuing Lender or other Secured Party (each such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 11.11(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine. (b) Without limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall promptly notify the Administrative Agent in writing of such occurrence.

116 152003688_8 (c) In the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to), promptly, but in all events no later than one Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in Same Day Funds and in the currency so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the Overnight Rate. (d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party hereto and without any payment by the Administrative Agent or its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment. The parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 12.9 and (3) the Administrative Agent may reflect such assignments in the Register without further consent or action by any other Person. (e) Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 11.11 or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed by the Borrower or any other Credit Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Credit Party for the purpose of making a payment on the Obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Credit Party for the purpose of making a payment on the Obligations.

117 152003688_8 (f) Each party’s obligations under this Section 11.11 shall survive the resignation or replacement of the Administrative Agent or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. (g) Nothing in this Section 11.11 will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment. ARTICLE XII MISCELLANEOUS SECTION 12.1 Notices. (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows: If to the Borrowers (to US Borrower at): Federal Signal Corporation 1415 West 22nd Street Suite 1100 Oak Brook, IL 60523 Attention of: Ivo Boev Telephone No.: (630) 954-2052 Facsimile No.: (630) 954-3961 E-mail: IVBoev@federalsignal.com With copies to: Attention of: Daniel A. DuPre Telephone No.: (630) 954-2012 Facsimile No.: (630) 954-3961 E-mail: ddupre@federalsignal.com With copies to: Thompson Coburn LLP One US Bank Plaza St. Louis, MO 63101 Attention of: Ruthanne C. Hammett Telephone No.: (314) 552-6155 Facsimile: No.: (314) 552-7155 E-mail: rhammett@thompsoncoburn.com

118 152003688_8 If to Wells Fargo as Administrative Agent: Wells Fargo Bank, National Association MAC D1109-019 1525 West W.T. Harris Blvd. Charlotte, NC 28262 Attention of: Syndication Agency Services Telephone No.: (704) 590-2706 Facsimile No.: (844) 879-5899 With copy to: Wells Fargo Bank, National Association 10 South Wacker Drive 16th Floor Chicago, IL 60606 Attention of: Brett Rausch Telephone No.: (312) 630-2311 Facsimile No.: (312) 845-4222 E-mail: brett.rausch@wellsfargo.com If to any Lender: To the address set forth on the Register Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). (b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any Issuing Lender pursuant to Article II or III if such Lender or such Issuing Lender, as applicable, has notified the Administrative Agent that is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the US Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or other communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

119 152003688_8 (c) Administrative Agent’s Offices. The Administrative Agent hereby designates its office located at the address set forth above, or any subsequent office which shall have been specified for such purpose by written notice to the US Borrower and Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Loans will be disbursed and Letters of Credit requested. (d) Change of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. (e) Platform. (i) Each Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the Borrower Materials available to the Issuing Lenders and the other Lenders by posting the Borrower Materials on the Platform. (ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Borrower Materials or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including, without limitation, the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, the Issuing Lender or any other Person for indirect, special, incidental, consequential or punitive damages, losses or expenses (as opposed to actual damages, losses or expenses). SECTION 12.2 Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrowers; provided, that no amendment, waiver or consent shall: (a) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender; (b) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby;

120 152003688_8 (c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrowers to pay interest at the Default Rate during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder; (d) change Section 5.6, Section 10.4 or Section 11.9 in any manner without the written consent of each Lender directly and adversely affected thereby; (e) except as otherwise permitted by this Section 12.2 change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly and adversely affected thereby; (f) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, without the written consent of each Lender; or (g) release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in any case, from any Guaranty Agreement (other than as authorized in Section 11.9), without the written consent of each Lender; (h) release all or substantially all of the Collateral or release any Security Document which would have the effect of releasing all or substantially all of the Collateral (other than as authorized in Section 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; (i) amend the definition of “Alternative Currency” without written consent of each Lender provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each affected Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document or modify Section 12.27 hereof; (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) each Letter of Credit Application may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; provided that a copy of such amended Letter of Credit Application shall be promptly delivered to the Administrative Agent upon such amendment or waiver, (vi) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrowers and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time, (vii) the Administrative Agent and the Borrowers shall be

121 152003688_8 permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error ambiguity, defect or inconsistency or omission of a technical or immaterial nature in any such provision and (viii) the Administrative Agent and the US Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 5.8(c) in accordance with the terms of Section 5.8(c). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (A) the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender and (B) any amendment, waiver, or consent hereunder which requires the consent of all Lenders or each affected Lender that by its terms disproportionately and adversely affects any such Defaulting Lender relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent of any Lender (but with the consent of the US Borrower and the Administrative Agent), to (x) amend and restate this Agreement if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement and the other Loan Documents and (y) enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 12.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 5.13 (including, without limitation, as applicable, (1) to permit the Incremental Term Loans and the Incremental Revolving Credit Increases to share ratably in the benefits of this Agreement and the other Loan Documents, (2) to include the Incremental Term Loan Commitments and the Incremental Revolving Credit Increase, as applicable, or outstanding Incremental Term Loans and outstanding Incremental Revolving Credit Increase, as applicable, in any determination of (i) Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, without the written consent of such affected Lender and (3) to enter into amendments or modifications to this Agreement to effectuate the provisions of Sections 5.16 or 1.12 including, without limitations, any provisions under Applicable Law or Governmental Authority relating to Loans to Non-US Borrowers in Alternative Currencies hereunder. SECTION 12.3 Expenses; Indemnity. (a) Costs and Expenses. The US Borrower and any other Credit Party, jointly and severally, shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and its Affiliates and JPMC (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and JPMC), in connection with the syndication of the Credit Facility, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out of pocket expenses incurred by any Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) after a Default or Event of Default, all out of pocket expenses incurred by the Administrative Agent, any Lender or any Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any

122 152003688_8 Lender or any Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. The term “out of pocket expenses” shall not include expenses, costs or fees of any attorneys, paralegals, accountants and/or consultants who are employees of the Administrative Agent, any Lender, the Issuing Lender or any of their respective direct or indirect parent corporations, subsidiaries or affiliates. (b) Indemnification by the Borrowers. Each Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including, without limitation, any Environmental Claims), penalties, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including such Borrower or any other Credit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including, without limitation, the Transactions), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party or any Subsidiary, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties, (y) result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee or any of its Related Parties for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Credit Party or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) arise out of (i) disputes solely between or among the Lenders, (ii) disputes solely between or among the Lenders and their respective Affiliates or Related Parties (it being understood and agreed that the foregoing indemnification shall extend to the Administrative Agent and the Arrangers (but not in their capacities as a Lender) relative to disputes between or among the Administrative Agent and/or the Arrangers, on the one hand, and one or more Lenders, or one or more of their Affiliates or Related Parties, on the other hand). This Section 12.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (c) Reimbursement by Lenders. To the extent that any Borrower for any reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the

123 152003688_8 Administrative Agent (or any sub-agent thereof), any Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7. (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, each Borrower and each other Credit Party shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) Payments. All amounts due under this Section shall be payable promptly after demand therefor. (f) Survival. Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder. SECTION 12.4 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Lender, the Swingline Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such Issuing Lender, the Swingline Lender or any such Affiliate to or for the credit or the account of any Borrower or any other Credit Party against any and all of the obligations of such Borrower or such Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such Issuing Lender or the Swingline Lender or any of their respective Affiliates, irrespective of whether or not such Lender, such Issuing Lender, the Swingline Lender or any such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender, such Issuing Lender, the Swingline Lender or such Affiliate different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall

124 152003688_8 exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.4 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders, the Swingline Lender and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Lender, the Swingline Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Lender, the Swingline Lender or their respective Affiliates may have. Each Lender, such Issuing Lender and the Swingline Lender agree to notify the US Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application. SECTION 12.5 Governing Law; Jurisdiction, Etc. (a) Governing Law. This Agreement and the other Loan Documents 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 Agreement or any other Loan Document (except, as to any other 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. (b) 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 Agreement or any other 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 exclusive 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. (c) 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 Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. 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. (d) Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 12.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law. SECTION 12.6 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 AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

125 152003688_8 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 CONSENT AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. SECTION 12.7 Reversal of Payments. To the extent any Credit Party makes a payment or payments to the Administrative Agent for the ratable benefit of the Lenders or the Administrative Agent receives any payment or proceeds of the Collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law, other Applicable Law or equitable cause, then, to the extent of such payment or proceeds repaid, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent. SECTION 12.8 Injunctive Relief. Each Borrower recognizes that, in the event such Borrower fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the Lenders. Therefore, each Borrower agrees that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. SECTION 12.9 Successors and Assigns; Participations. (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided that, in each case with respect to any Credit Facility, any such assignment shall be subject to the following conditions: (i) Minimum Amounts. (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it (in each case with respect to any Credit Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a

126 152003688_8 Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and (B) in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the US Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that the US Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the US Borrower prior to such fifth (5th) Business Day; (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; (iii) Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition: (A) the consent of the US Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund or (z) the assignment is made in connection with the primary syndication of the Credit Facility and during the period commencing on the Closing Date and ending on the date that is ninety (90) days following the Closing Date; provided, that the US Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that the US Borrower’s consent shall not be required during the primary syndication of the Credit Facility; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Revolving Credit Facility if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and (C) the consents of the Issuing Lenders and the Swingline Lender (such consents not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility. (iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a

127 152003688_8 Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (v) No Assignment to Certain Persons. No such assignment shall be made to (A) the US Borrower or any of its Subsidiaries or Affiliates, (B) any direct competitor of the US Borrower or any of its Subsidiaries or (C) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (C). (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person). (vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the US Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested, but not funded by, the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Lenders, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Revolving Credit Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.8, 5.9, 5.10, 5.11 and 12.3 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section (other than a purported assignment to a natural Person or the US Borrower or any of the US Borrower’s Subsidiaries or Affiliates or a direct competitor of the US Borrower or its Subsidiaries, which shall be null and void.)

128 152003688_8 (c) Register. The Administrative Agent, acting solely for this purpose as a non- fiduciary agent of the Borrowers, shall maintain at one of its offices in Charlotte, North Carolina, a copy of each Assignment and Assumption and each Lender Joinder Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the US Borrower and any Lender (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable prior notice. (d) Participations. Any Lender may at any time, without the consent of, or notice to, the US Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or any Borrower or any of such Borrower’s Subsidiaries or Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) such Borrower, the Administrative Agent, the Issuing Lender, the Swingline Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 12.3(c) with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in Section 12.2(b), (c), (d) or (e) that directly and adversely affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.9, 5.10 and 5.11 (subject to the requirements and limitations therein, including the requirements under Section 5.11(g) (it being understood that the documentation required under Section 5.11(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 5.12 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.10 or 5.11, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the US Borrower’s request and expense, to use reasonable efforts to cooperate with the US Borrower to effectuate the provisions of Section 5.12(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 5.6 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non- fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other

129 152003688_8 obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (f) Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the US Borrower, the Administrative Agent and such Lender. SECTION 12.10 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Related Parties in connection with the Credit Facility, this Agreement, the transactions contemplated hereby or in connection with marketing of services by such Affiliate or Related Party to the Borrowers or any of their Subsidiaries (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by, or required to be disclosed to, any regulatory or similar authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by Applicable Laws or regulations or in any legal, judicial, administrative or other compulsory process, (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement, under any other Loan Document or under any Secured Hedge Agreement or Secured Cash Management Agreement, or any action or proceeding relating to this Agreement, any other Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement, or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder, (iii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding any Borrower and its Subsidiaries, the Loans and the Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Credit Facility, (h) with the consent of the US Borrower, (i) with respect to deal terms and other information customarily reported to Thomson Reuters, other bank market data collectors and similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of the Loan Documents, (j) to the extent such Information (i) becomes

130 152003688_8 publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, any Issuing Lender or any of their respective Affiliates from a third party that is not, to such Person’s knowledge, subject to confidentiality obligations to any Borrower, (k) to governmental regulatory authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates, (l) to the extent that such information is independently developed by such Person, or (m) for purposes of establishing a “due diligence” defense. For purposes of this Section, “Information” means all information received from any Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Lender on a nonconfidential basis prior to disclosure by any Credit Party or any Subsidiary thereof; provided that, in the case of information received from a Credit Party or any Subsidiary thereof after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. SECTION 12.11 Performance of Duties. Each of the Credit Party’s obligations under this Agreement and each of the other Loan Documents shall be performed by such Credit Party at its sole cost and expense. SECTION 12.12 All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated. SECTION 12.13 Survival. (a) All representations and warranties set forth in Article VII and all representations and warranties contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder. (b) Notwithstanding any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article XII and any other provision of this Agreement and the other Loan Documents shall continue in full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before. SECTION 12.14 Titles and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement.

131 152003688_8 SECTION 12.15 Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction. In the event that any provision is held to be so prohibited or unenforceable in any jurisdiction, the Administrative Agent, the Lenders and the US Borrower shall negotiate in good faith to amend such provision to preserve the original intent thereof in such jurisdiction (subject to the approval of the Required Lenders). SECTION 12.16 Counterparts; Integration; Effectiveness; Electronic Execution. (a) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, the Issuing Lender, the Swingline Lender and/or the Arrangers, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 6.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. (b) Electronic Execution. The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the

132 152003688_8 Administrative Agent, the Lenders and any of the Credit Parties, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto. SECTION 12.17 Term of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations (other than contingent indemnification obligations not then due) arising hereunder or under any other Loan Document shall have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized) or otherwise satisfied in a manner acceptable to the Issuing Lender) and the Revolving Credit Commitment has been terminated. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination. SECTION 12.18 USA PATRIOT Act; Anti-Money Laundering Laws. The Administrative Agent and each Lender hereby notifies the Borrowers that pursuant to the requirements of the PATRIOT Act or any other Anti-Money Laundering Laws, each of them is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the PATRIOT Act or such Anti-Money Laundering Laws. SECTION 12.19 Independent Effect of Covenants. Each Borrower expressly acknowledges and agrees that each covenant contained in Articles VIII or IX hereof shall be given independent effect. Accordingly, no Borrower shall engage in any transaction or other act otherwise permitted under any covenant contained in Articles VIII or IX, before or after giving effect to such transaction or act, such Borrower shall or would be in breach of any other covenant contained in Articles VIII or IX. SECTION 12.20 No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s- length commercial transaction between any Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, and such Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Administrative Agent, the Arrangers and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for such Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Administrative Agent, the Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of such Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Arranger or Lender has advised or is currently advising such Borrower or any of its Affiliates on other matters) and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to such Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents, (iv) the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of such Borrower and its Affiliates, and none of the

133 152003688_8 Administrative Agent, the Arrangers or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Administrative Agent, the Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. (b) Each Credit Party acknowledges and agrees that each Lender, the Arrangers and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Borrowers, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, Arranger or Affiliate thereof were not a Lender or Arranger or an Affiliate thereof (or an agent or any other person with any similar role under the Credit Facilities) and without any duty to account therefor to any other Lender, the Arrangers, the Borrowers or any Affiliate of the foregoing. Each Lender, the Arrangers and any Affiliate thereof may accept fees and other consideration from the Borrowers or any Affiliate thereof for services in connection with this Agreement, the Credit Facilities or otherwise without having to account for the same to any other Lender, the Arrangers, the Borrowers or any Affiliate of the foregoing. SECTION 12.21 Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrowers outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Revolving Credit Commitment of the Lenders hereunder. SECTION 12.22 Inconsistencies with Other Documents. In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that any provision of the Security Documents which imposes additional burdens on any Borrower or any of its Subsidiaries or further restricts the rights of such Borrower or any of its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. SECTION 12.23 Anti-Money Laundering Legislation. (a) Each Borrower acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti- terrorist financing, government sanction and “know your client” laws, whether within Canada or elsewhere (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Lenders and the Administrative Agent may be required to obtain, verify and record information regarding such Borrower, its directors, authorized signing officers, direct or indirect shareholders or other Persons in control of such Borrower, and the transactions contemplated hereby. Each Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Administrative Agent, or any prospective assignee or participant of a Lender or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

134 152003688_8 (b) If the Administrative Agent has ascertained the identity of a Borrower or any authorized signatories of a Borrower for the purposes of applicable AML Legislation, then the Administrative Agent: (i) shall be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Administrative Agent within the meaning of applicable AML Legislation; and (ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness. Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of any Borrower or any authorized signatories of such Borrower on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from such Borrower or any such authorized signatory in doing so. SECTION 12.24 Maximum Amount. In no event shall the aggregate “interest” (as defined in Section 347 (the “Criminal Code Section”) of the Criminal Code (Canada)), payable by any Canadian Credit Party to any Lender under this Agreement or any other Loan Document exceed the effective annual rate of interest lawfully permitted under the Criminal Code Section on the “credit advanced” (as defined in such section) under this Agreement or any other Loan Document. Further, if any payment, collection or demand pursuant to this Agreement or any other Loan Document in respect of such “interest” is determined to be contrary to the provisions of the Criminal Code Section, such payment, collection, or demand shall be deemed to have been made by mutual mistake of the affected Lender, and any Canadian Credit Party and such “interest” shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the Criminal Code Section so as to result in a receipt by such Lender of interest at a rate not in contravention of the Criminal Code Section, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amounts or rates of interest required to be paid to that Lender; and (ii) second, by reducing any fees, charges, expenses and other amounts required to be paid to the affected Lender that would constitute “interest”. Notwithstanding the foregoing, and after giving effect to all such adjustments, if any Lender shall have received an amount in excess of the maximum permitted by the Criminal Code Section, then any such Canadian Credit Party shall be entitled, by notice in writing to such affected Lender, to obtain reimbursement from such Lender in an amount equal to such excess. SECTION 12.25 Judgment Currency. If for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Credit Party in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the

135 152003688_8 Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Credit Party in the Agreement Currency, such Credit Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Credit Party (or to any other Person who may be entitled thereto under applicable law). 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 Affected 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 the applicable 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 the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected 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 Affected 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 the applicable Resolution Authority. SECTION 12.27 Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the US Borrower or any other Credit Party, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit or the Commitments; (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain

136 152003688_8 transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; (iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the US Borrower or any other Credit Party, that none of the Administrative Agent, any Arranger and their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto). SECTION 12.28 Acknowledgement Regarding Any Support QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and, each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the FDIC under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): (a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents

137 152003688_8 that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. (b) As used in this Section 12.28, the following terms have the following meanings: “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). [Signature pages omitted]

150558160_4 ANNEX B Amended Exhibits B, D and E to Credit Agreement [See attached]

Exhibit B Form of Notice of Borrowing [US Borrower] [Non-US Borrower] Reference is made to that certain Second Amended and Restated Credit Agreement dated as of July 30, 2019 (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”) by and among the several financial institutions party thereto as Lenders, Wells Fargo Bank, National Association, a national banking association, as Administrative Agent (“Administrative Agent”), Federal Signal Corporation, a Delaware corporation, as a Borrower (“US Borrower”), FST Canada Inc., an Ontario corporation and certain other Foreign Subsidiaries of US Borrower from time to time party thereto as Non- US Borrowers (collectively, the “Non-US Borrowers” and each a “Non-US Borrower”, together with the US Borrower, collectively the “Borrowers”). Capitalized words and phrases not otherwise defined herein shall have the meaning assigned thereto in the Credit Agreement, which definitions are hereby incorporated by reference. Pursuant to Section 2.3(a) of the Credit Agreement, [US Borrower] [Non-US Borrower] requests that Administrative Agent and Lenders make the following Loan(s) to [US Borrower] [Non-US Borrower] in accordance with the applicable terms and conditions of the Credit Agreement on the date stated below: On ____________, 20__ $__________ Revolving Credit Loan Amount $__________ Swingline Loan Amount (a) Interest Rate: ☐ Base Rate1 ☐ Eurocurrency Rate ☐ SONIA Daily Rate2 (b) Currency:3 ☐ Canadian Dollars ☐ Dollars ☐ Euros ☐ Sterling (c) Interest Period (for Eurocurrency Rate Loans only): ________ months (insert one, three, six or twelve) 1 Base Rate Loans are only available for Loans denominated in Dollars. 2 SONIA Daily Rate Loans are only available for Loans denominated in Sterling. 3 All Eurocurrency Rate Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.

118807503_5 [US Borrower] [Non-US Borrower] hereby certifies to Administrative Agent that: (a) after making the Loan(s) requested on the date hereof: (i) the Revolving Credit Outstandings will not exceed the Revolving Credit Commitment and (ii) the aggregate Revolving Credit Outstandings denominated in an Alternative Currency shall not exceed the Alternative Currency Sublimit. (b) as of the date hereof, the representations and warranties of Borrowers contained in Article VII of the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier) as of such earlier date, and except that the representations and warranties contained in Section 7.15 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 8.1 of the Credit Agreement; and (c) as of the date hereof, no Default or Event of Default has occurred and is continuing [Signature page to follow]

[Signature Page to Notice of Borrowing] 118807503_5 DATED: [__________, 20__] [____________________]4 By: ___________________________________ Name: Title: 4 Notice of Borrowing will be executed by applicable Borrower.

118807503_5 Exhibit D Form of Notice of Prepayment __________, 20__ Wells Fargo Bank, National Association 1525 W. WT Harris Blvd. Charlotte, NC 28262-0680 Attn: Syndication Agency Services Ladies and Gentlemen: Reference is hereby made to that certain Second Amended and Restated Credit Agreement dated as of July 30, 2019 (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”), by and among Federal Signal Corporation, a Delaware corporation, as a Borrower (“US Borrower”), FST Canada Inc., an Ontario corporation and certain other Foreign Subsidiaries of US Borrower from time to time party thereto as Non-US Borrowers (collectively, the “Non-US Borrowers” and each a “Non-US Borrower”, together with the US Borrower, collectively the “Borrowers”), the financial institutions from time to time party thereto as Lenders (“Lenders”) and Wells Fargo Bank, National Association, as Administrative Agent (“Administrative Agent”). Terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to Section 2.4(c) of the Credit Agreement, we hereby give you irrevocable notice that we shall prepay certain Loans under the Credit Agreement. 1. Date of prepayment: [__________, 20__]. 2. Type of Loan prepaid: [Swingline/Revolving] Loans that are [Base/Eurocurrency/SONIA Daily] Rate Loans [Dollars/Alternative Currency/Sterling]. 3. Aggregate amount of prepayment: $____________. [Remainder of page intentionally left blank]

[Signature Page to Notice of Prepayment] 118807503_5 Date: [__________, 20__] [________________]5 By: _________________________________________ Name: Title: 5 Notice of Prepayment will be executed by applicable Borrower.

118807503_5 Exhibit E Form of Notice of Conversion/Continuation Reference is made to that certain Second Amended and Restated Credit Agreement dated as of July 30, 2019 (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”) by and among the several financial institutions party thereto as Lenders, Wells Fargo Bank, National Association, a national banking association, as Administrative Agent (“Administrative Agent”) and Federal Signal Corporation, a Delaware corporation, as a Borrower (“US Borrower”), FST Canada Inc., an Ontario corporation and certain other Foreign Subsidiaries of US Borrower from time to time party thereto as Non- US Borrowers (collectively, the “Non-US Borrowers” and each a “Non-US Borrower”, together with the US Borrower, collectively the “Borrowers”). Capitalized words and phrases not otherwise defined herein shall have the meaning assigned thereto in the Credit Agreement, which definitions are hereby incorporated by reference. Pursuant to Section 5.2 of the Credit Agreement, [US Borrower] [Non- US Borrower] requests that Administrative Agent and Lenders convert or continue Loans as follows: 1. Date of conversion/continuation: __________, _____ 2. Principal amount of Loans being converted/continued: $ __________ 3. Nature of conversion/continuation: [ ] a. Conversion of Base Rate Loans to Eurocurrency Rate Loans [ ] b. Conversion of Eurocurrency Rate Loans to Base Rate Loans6 [ ] c. Continuation of Eurocurrency Rate Loans as such [ ] d. Continuation of SONIA Daily Rate Loans as such 4. If Loans are being continued as or converted to Eurocurrency Rate Loans, the duration of the new Interest Period that commences on the conversion/ continuation date: __________ month(s) (must be one, three, six or twelve months). Borrower hereby certifies to Administrative Agent that: 1. as of the date hereof, the representations and warranties of Borrowers contained in Article VII of the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier) as of such earlier date, and except that the representations and warranties contained in Section 7.15 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 8.1 of the Credit Agreement; and 2. as of the date hereof, no Default or Event of Default has occurred and is continuing. [Signature pages to follow] 6 This option is only available for Loans denominated in Dollars.

[Signature Page to Notice of Conversion/Continuation] 118807503_5 DATED: [__________, 20__] [_______________]7 By: ___________________________________ Name: Title: 7 Notice of Conversion/Continuation will be executed by applicable Borrower.

118807503_5

purchaseandsaleagreement

1 61639166 v1 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”) is made as of the 1st day of February, 2022 (the “Effective Date”), by and between 2645 FEDERAL SIGNAL DRIVE FEE, LLC, a Delaware limited liability company (“Seller”), and FEDERAL SIGNAL CORPORATION, a Delaware corporation, or its assignee or designee (“Purchaser”). R E C I T A L S: A. Seller is the owner of the fee simple interest in the approximately 36.97 acre parcel of land legally described on Exhibit A (the “Land”) and commonly known as 2645 Federal Signal Drive, University Park, Illinois 60484. B. Seller has agreed to sell and Purchaser has agreed to purchase the Land and the Property (as defined below) on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows: ARTICLE 1 SUBJECT PROPERTY Section 1.1 Purchase. Subject to the terms and conditions contained herein and in reliance on the representations, warranties, covenants and undertakings contained herein, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, free and clear of all liens, claims, encumbrances, mortgages and deeds of trust, but subject only to the Permitted Exceptions (defined below), the following (collectively, the “Property”): (a) the Land; (b) all improvements, structures, and fixtures on the Land, including the buildings containing approximately 429,164 square feet on the Land (collectively, the “Improvements”); (c) all tangible personal property now owned and/or hereafter acquired by Seller prior to Closing (defined below) in connection with the ownership, operation and maintenance of the Land and Improvements, including, but not limited to, all heating, ventilating, incinerating, lighting, plumbing, electrical, air-conditioning fixtures, hot water heaters, furnaces, heating controls, motors, fire protection conduits and equipment and boiler pressure systems and equipment owned by Seller, and specifically including, without limitation, the personal property identified on Exhibit B, (collectively, the “Personal Property”); (d) all of Seller’s right, title and interest in and to all intangible personal property used in the operation and management of the Land and Improvements including, without limitation: all plans and specifications relating to the construction and improvement of the Improvements; all drawings, surveys, maps, engineering reports and other technical descriptions and test results relating to the Improvements and Personal Property and all unexpired warranties and guarantees, if any, received in connection with the construction, improvement or equipping of

2 61639166 v1 the Improvements; all licenses, permits, certificates of occupancy, franchises, approvals, authorizations and consents now and/or hereafter issued by any federal, state, county or municipal authority relating to the Property, to the extent assignable; all of the names under which all or any portion of the Property is being operated by Seller; all claims and causes of action arising out of or in connection with all or any portion of the Property (other than claims solely related to Seller’s ownership of the Property including claims for delinquent rent for periods prior to the Closing Date); all books and records for the period of Seller’s ownership relating to the Land, Improvements and Personal Property and their construction, development, ownership, and operation; and all warranties and guaranties affecting any of the Property (collectively, the “Intangible Property”); and (e) all of Seller’s right, title and interest in and to all tenements, hereditaments, privileges and appurtenances in any way belonging or appertaining thereto. ARTICLE 2 PURCHASE AND SALE; PURCHASE PRICE Section 2.1 Purchase Price. The purchase price for the Property shall be TWENTY- SEVEN MILLION SEVEN HUNDRED FIFTY THOUSAND and NO/100 Dollars ($27,750,000.00) (the “Purchase Price”), plus or minus prorations as hereinafter provided and shall be payable as hereinafter set forth. Section 2.2 Earnest Money. Within five (5) Business Days after the Effective Date, Purchaser shall deposit into the Earnest Money Escrow (defined below) with Chicago Title Insurance Company (the “Title Company”) the sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (together with any interest earned on such amount, the “Earnest Money”). The Earnest Money shall be held by Title Company in a strict joint order escrow (the “Earnest Money Escrow”) in accordance with the terms of a strict joint order escrow agreement in the form of Exhibit C (“SJO Agreement”), which shall be executed by Seller, Purchaser, and Title Company no later than the deposit of the Initial Earnest Money. At Purchaser’s option, the Earnest Money shall be held in an interest-bearing account, with interest earned thereon for the benefit of Purchaser. Purchaser and Seller shall each pay fifty percent (50%) of the fees charged by the Title Company for the Earnest Money Escrow. The Earnest Money shall be applied at closing to the Purchase Price. Section 2.3 Payment of Purchase Price. Provided the conditions to closing set forth herein have been satisfied or waived, in writing, by Purchaser, the Purchase Price, net of prorations and adjustments as provided in Article 11, shall be paid on the Closing Date by wire transfer of immediately collectible funds, first, if necessary, to the Title Company and then to an account specified by Seller. ARTICLE 3 DUE DILIGENCE Section 3.1 Due Diligence Information. Within five (5) Business Days after the Effective Date, Seller shall deliver to Purchaser true, correct and complete copies of those documents identified on Schedule 1 (collectively, the “Property Information”) but only to the

3 61639166 v1 extent that they (i) pertain to the Property, and (ii) are located at the Property, are in any property manager’s office, or are otherwise within the actual possession or control of Seller, its employees, property managers, consultants, attorneys, or other agents. The Property Documents and other information provided by Seller and its agents to Purchaser under the terms of this Agreement are for informational purposes only, subject to the express representations of Seller contained herein. Subject to Seller’s Representations, Purchaser (a) is not in any way entitled to rely upon the accuracy or completeness of the information within the Property Documents and other third party information provided by Seller and its agents and (b) Purchaser will rely exclusively on its own inspections and consultants with respect to all matters Purchaser deems relevant to its decision to acquire the Property. The provisions of this Section 3.1 shall survive the Closing and delivery of the Deed or other termination of this Agreement and shall not be deemed merged into the Deed or any instrument of conveyance delivered at Closing. The parties acknowledge and agree that Purchaser has been in sole possession and control of the Property since at least 2008; prior to Seller’s purchase of the Property. ARTICLE 4 TITLE AND SURVEY Section 4.1 Title Evidence. Following the Effective Date, Purchaser will order, at Purchaser’s cost a title commitment for an owner’s title insurance policy issued by Title Company, in the amount of the Purchase Price, covering title to the Property on or after the Effective Date, showing title in Seller, containing requirements for extended coverage over general exceptions one through six contained therein (which Seller shall use commercially reasonable efforts to satisfy on or before Closing), and insuring Purchaser as the fee owner of the Property subject only to the recordation of a deed for the Property from Seller to Purchaser (the “Title Commitment”). The Title Commitment and the recorded documents referenced in the Title Commitment are collectively referred to as the “Title Evidence”. Section 4.2 Permitted Exceptions. If Purchaser is not satisfied, in its sole and absolute discretion, with the condition of title, then Purchaser may notify Seller of any of the Title Evidence (each, an “Objection” and, collectively, “Objections”), which Objections must be in writing and must be delivered to Seller on or prior to the date that is two (5) days prior to the Closing Date. Seller will thereafter, at its election, have the right (but not the obligation) to use commercially reasonable efforts to cause any or all such Objections to be cured on or before Closing (provided that with respect to Existing Liens (as defined below) Seller shall be obligated to take all efforts necessary to cause Existing Liens to be cured). If, Seller elects to use commercially reasonable efforts to cause any or all such Objections to be cured, and after using commercially reasonable efforts to do so, Seller is unable to cure one or more Objections (other than Existing Liens), Seller shall provide written notice (an “Inability to Cure Notice”) to Purchaser no later than two (2) days after receipt of the Objections (the “Response Deadline”). If Seller does not timely provide an Inability to Cure Notice to Purchaser, Seller shall be deemed to have elected to not cure any Objections. If Seller delivers an Inability to Cure Notice to Purchaser or does not timely deliver an Inability to Cure Notice, Purchaser may elect, in its sole and absolute discretion, to (a) terminate this Agreement by providing written notice thereof to Seller on or before the date occurring two (2) days after (1) the receipt of an Inability to Cure Notice or (2) the Response Deadline, if Seller does not timely deliver an Inability to Cure Notice, or (b) accept title subject to any Objections for which Seller is unable to cure as identified in an Inability to Cure Notice, other than any Existing

4 61639166 v1 Liens. All items to which Purchaser does not timely object in the Title Evidence, and all items that Purchaser has been deemed to have accepted pursuant to clause (b) of the prior sentence shall be collectively referred to herein as the “Permitted Exceptions”; provided, however, that in any event none of the following shall be deemed Permitted Exceptions and Seller shall in all cases be obligated to cure: (A) judgments against Seller or any affiliate of Seller, (B) mortgages, trust deeds, or other monetary liens (including, without limitation, any mechanics’, materialmen’s and/or vendors’ liens with respect to the Property, and any real estate tax liens other than liens for taxes and assessments not delinquent), (C) any matters affecting the Property created on or after the Effective Date that are not otherwise permitted pursuant to the terms of this Agreement, and/or (D) defects, obligations or exceptions of a definite and ascertainable amount that can be satisfied solely by the payment of cash (collectively, “Existing Liens”). If Purchaser does not timely provide Seller with a notice of title defects as provided above or does not terminate this Agreement due to Seller’s inability to cure such title defects, Purchaser shall be deemed to have waived all objections and defects to any matters of record title, but not to any Existing Liens or new matters that arise thereafter. Section 4.3 Title Policy. At Closing, Seller shall use commercially reasonable efforts as set forth in Section 4.2 above to (i) cause the Title Company to issue and deliver to Purchaser an ALTA 2006 Owner’s Title Policy in accordance with the Title Commitment and showing no exceptions other than the Permitted Exceptions, with extended coverage over all general exceptions, and insuring Purchaser as the owner of the Property (the “Title Policy”), and (ii) if Purchaser requests, execute and deliver to the Title Company an Affidavit of No Change in connection with the ALTA/ACSM Land Title Survey of the Property dated April 11, 2008 and prepared by Rodney K. Young as Job Number SS#44004.DWG_JSF (the “Existing Survey”), in such form as is reasonably acceptable to the Title Company so as to permit removal of any standard survey exceptions in the Title Policy (the “Survey Affidavit”); provided that Seller shall only be required to provide a Survey Affidavit if no changes to the Property have occurred since the date of the Existing Survey and provided further that if Seller delivers the Survey Affidavit to Purchaser and its Title Company, Seller shall have no further obligation to Purchaser or its Title Company with respect to any survey matters in this Agreement or the Title Commitment or Title Policy. The cost of the Title Policy, including extended coverage shall be paid by Purchaser. Any additional endorsements as Purchaser or Purchaser’s lender, if any, may desire (“Additional Endorsements”) shall be paid for by Purchaser, and Seller shall use commercially reasonable efforts to cooperate in all reasonable respects in order to enable Purchaser to obtain such Additional Endorsements, without any cost or expense to Seller. ARTICLE 5 CONDITIONS PRECEDENT TO CLOSING; LEASE Section 5.1 Conditions to Closing. Without limitation of other conditions set forth herein, Purchaser’s obligation to consummate the transactions contemplated by this Agreement is subject to satisfaction of all of the conditions set forth in this Article 5. Purchaser may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. Purchaser and Seller shall use all reasonable efforts to satisfy the conditions set forth in this Article 5. Satisfaction or waiver of any conditions contained herein shall not waive any representation, warranty or indemnity made by Seller. If any condition set forth in this Article 5 is not fully satisfied or waived in writing by Purchaser by the Closing Date (subject to extension

5 61639166 v1 as described above), then unless such condition is waived by Purchaser, Purchaser shall be released from all obligations to Seller under this Agreement without prejudice to any rights or remedies Purchaser may have hereunder, except as expressly set forth herein. The conditions are as follows: (a) approval of this Agreement and the transaction contemplated by this Agreement by Purchaser’s board of directors; (b) issuance of the Title Policy by the Title Company; (c) Seller shall have timely performed each and every covenant and agreement to be performed by Seller hereunder in accordance with this Agreement; (d) all representations and warranties expressly made by Seller in this Agreement shall be true and correct in all material respects as of the Closing Date; (e) this Agreement shall not have been terminated pursuant to Sections 3.3, 4.2, 10.1, 10.2, 12.1 or 12.2; (f) At Closing, there will be no leases, licenses, occupancy agreements, or other agreements in effect permitting any person to occupy any portion of the Property; and (g) delivery by Seller to Purchaser on or before the date that is five (5) Business Days prior to the Closing of each of the following (collectively, the “Bulk Sales Releases”): (A) a release letter or certificate from the Illinois Department of Revenue (the “IDOR”) stating that no assessed but unpaid tax penalties or interest are due under Section 902(d) of the Illinois Income Tax Act, as amended (35 ILCS 5/902(d)), or Section 5j of the Illinois Retailers’ Occupation Tax Act, as amended (35 ILCS 120/5j); and (B) if Seller is an “employing unit” (as defined in 820 ILCS 405/204) a letter of clearance from the State of Illinois Department of Employment Security (the “IDES”) stating that no assessed but unpaid tax penalties or interest are due under Section 2600 of the Illinois Unemployment Insurance Act (820 ILCS 405/2600), as amended. If Seller is unable to deliver all of the Bulk Sales Releases and/or delivers a bulk sales stop order from any of the IDOR or the IDES, then the Title Company, as escrowee, shall use such funds that would have gone to Seller at Closing as are necessary to pay any taxes, contributions, interest, and/or penalties which may be required to be paid in order to obtain such Bulk Sales Release(s) and if such amount shall be insufficient to do so, then Seller shall deliver to the Title Company such additional funds as may be required to do so. Section 5.2 Lease. Seller, as “Landlord”, and Purchaser, as “Tenant” are parties to that certain Lease of the Land and Improvements dated as of July 2, 2008 by and between Seller’s predecessor-in-interest and Purchaser (the “Lease”). Seller and Purchaser will terminate the Lease as of Closing and as part of such termination: (i) Seller will return the security deposit deposited by Purchaser by returning the Letter of Credit delivered by Purchaser under the Lease; and (ii) refund to Purchaser any payments (for Rent or otherwise) made under the Lease applicable to the period from and after Closing by giving Purchaser a credit for the amount of such payments against the Purchase Price at Closing. Nothing in this Agreement is intended to modify, limit or waive any of the indemnifications or the releases made or given by Purchaser as tenant in favor of Seller as landlord under the Lease.

6 61639166 v1 ARTICLE 6 CLOSING Section 6.1 Closing. Provided all conditions precedent set forth in Article 5 have been satisfied, and subject to the provisions of Section 5.1, the consummation of the transaction contemplated hereunder (referred to herein as the “Closing”) shall take place at the downtown Chicago office of the Title Company on the date selected by Purchaser, which date shall be February 15, 2022 (the “Closing Date”). Section 6.2 Closing Escrow. The consummation of the transaction contemplated hereunder shall take place through a New York style escrow with the Title Company pursuant to a written escrow agreement among Purchaser, Seller, and the Title Company containing terms and conditions not inconsistent with the terms and conditions of this Agreement (which shall in all events be controlling) and mutually satisfactory to Purchaser and Seller. The cost of any escrow services in connection with the Closing provided by the Title Company shall be shared equally by Seller and Purchaser. Section 6.3 Closing Documents. At the Closing, Seller shall execute (and notarize, as appropriate) and/or deliver or cause to be executed (and notarized, as appropriate) and/or delivered, to Purchaser and, where applicable, the Title Company, the following (collectively, the “Closing Documents”): (a) The Title Policy in form and content as required by Article 4; (b) a Special Warranty Deed (“Deed”) in the form attached as Exhibit D, conveying good and marketable fee simple title to the Property, and all easements and other rights appurtenant thereto, to Purchaser, subject only to the Permitted Exceptions; (c) a Bill of Sale (“Bill of Sale”) in the form attached as Exhibit E, which shall convey all of Seller’s right, title and interest in the Personal Property to Purchaser; (d) two (2) counterparts of an Assignment and Assumption of Contracts, Licenses, Warranties, Permits and Intangible Property, in the form attached as Exhibit F (“Assignment of Intangibles”); (e) two (2) counterparts of a termination of the Lease and a termination of the Memorandum of Lease dated July 2, 2008 and recorded July 3, 2008 as Document No. R2008085088(collectively, the “Lease Termination Agreements”); (f) an affidavit stating Seller’s U.S. taxpayer identification number and that Seller is a “United States person”, as defined by Internal Revenue Code Section 1445(f)(3) and Section 7701(b); (g) a recertification by Seller of Seller’s representations and warranties set forth in Section 7.1; (h) originals of all books, records, warranties, guaranties, invoices, credit reports, financial statements, governmental notices and other documents related to the ownership,

7 61639166 v1 operation, management, use, and maintenance of the Property (or copies if originals are not available) for period of Seller’s ownership; (i) originals (or copies if such originals are not in Seller’s possession) of all licenses, permits, certificates of occupancy, franchises, approvals, authorizations and consents relating to the Property; (j) originals of all other Intangible Property; (k) such affidavits, ALTA statements and personal undertakings, in form and substance reasonably acceptable to the Title Company, that will permit the Title Company to provide extended coverage and to remove the standard “mechanics’ lien” and “GAP” exceptions and otherwise issue the Title Policy; (l) the Bulk Sales Releases; (m) written evidence and, if applicable, lien waivers, in form and substance reasonably acceptable to Purchaser and the Title Company, that there is no property management agreement affecting the Property as of the Closing; (n) a submitted Village of University Park Real Estate Transfer Tax Form, and evidence of completion of the Village of University Park (the “Village”) certifications of no delinquent liens or assessments and all inspections satisfactorily completed, and the required pre- transfer inspection completed; (o) all releases and termination statements required to release and terminate all mortgages, financing statements and other security instruments encumbering the Property; (p) originals of all Property Information, if available and in Seller’s possession and control, or certified copies of any Property Information for which originals are not in Seller’s possession and control, if such copies are available and in Seller’s possession and control; (q) keys, passcodes and passkeys or fobs for the Property; and (r) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required to carry out the terms and intent of this Agreement. Section 6.4 Purchaser’s Deliveries. At the Closing, Purchaser will deliver to Seller or the Title Company the following: (a) the Purchase Price, plus or minus prorations and minus the Earnest Money; (b) two (2) executed counterparts of the Assignment of Intangibles; (c) two (2) executed counterparts of the Lease Termination Agreements;

8 61639166 v1 (d) such affidavits, ALTA statements and personal undertakings, in form and substance reasonably acceptable to the Title Company, as are requested by the Title Company; and (e) such other documents and instruments as may be required by any other provision of this Agreement or as may reasonably be required to carry out the terms and intent of this Agreement. Section 6.5 Joint Deliveries. At Closing, Seller and Purchaser shall jointly deliver to each other: (a) a closing and proration statement, and (b) a Submitted MyDec (PTAX-203) Illinois Real Estate Transfer Declaration with respect to the conveyance of the Property. Section 6.6 Possession. At Closing, Seller shall deliver sole and exclusive possession of the Property, subject only to the Permitted Exceptions. ARTICLE 7 REPRESENTATIONS AND WARRANTIES Section 7.1 Seller’s Representations. Seller represents and warrants to Purchaser as follows (which representations and warranties shall be remade on the Closing Date as provided herein and shall survive the consummation of the transactions contemplated hereby for a period of nine (9) months following the Closing Date), Purchaser understands, acknowledges and agrees that Seller’s knowledge about the Property is limited because Purchaser has been in sole and exclusive possession and control of the Property since at least 2008; prior to Seller’s purchase of the Property: (a) No Service Contracts. Seller is not a party to, and there are no contracts or agreements relating to the ownership, leasing, operation, management or maintenance of the Property, including equipment and other personal property leases currently in effect that are binding on the Property or that will be binding on Purchaser from and after Closing (except for any such contracts or agreements to which Purchaser is a party). At Closing, there will be no property management or similar agreements in effect with respect to the Property. (b) Reassessments. Seller has not received any written notice of any contemplated or actual reassessment of the Property for real estate tax purposes. (c) Special Assessments. To Seller’s actual knowledge, no special assessments have been levied against the Property that have not been timely paid nor, to the actual knowledge of Seller, has Seller received any written notice of any proposed special assessments against the Property presently pending. (d) Eminent Domain. To Seller’s actual knowledge, Seller has not received any written notice of any proceedings presently pending nor, to the actual knowledge of Seller, threatened, for the taking by exercise of the power of eminent domain, or sale in lieu thereof, or in any other manner, for a public or quasi-public purpose, of all or any part of the Property or access thereto. (e) Litigation. To Seller’s actual knowledge, Seller has not received any written notice of any action, proceeding or investigation, at law, equity or otherwise, pending or,

9 61639166 v1 to Seller’s actual knowledge, threatened against Seller or the Property before any court or governmental department, commission, board, agency or instrumentality. (f) Commitment. Neither Seller nor the Property is subject to any commitment, obligation or agreement, including, but not limited to, any right of first refusal or option to purchase granted to a third party, that would or could prevent Seller from completing the sale of the Property under this Agreement or that would bind Purchaser subsequent to consummation of the transaction contemplated hereby. (g) Taxes. To Seller’s actual knowledge, Seller has not received written notice from any federal, state or local taxing authority that has asserted any tax deficiency or lien against the Property or Seller that is due and payable and has not been paid in full and released. (h) ERISA. The Property does not constitute “assets of an employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974. (i) Power and Authority. Seller is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware and is qualified to transact business and is in good standing under the laws of the State of Illinois. Seller has full right, power and authority to enter into, deliver and perform this Agreement and all documents to be executed by Seller pursuant to this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and all documents to be executed by Seller pursuant to this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary company action and all required approvals and consents of Seller’s members and managers have been obtained. This Agreement and all documents required hereby to be executed by Seller are and shall be valid and legally binding obligations of, and enforceable against, Seller in accordance with their respective terms subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. (j) Conflict. Neither the execution of this Agreement and all documents to be executed by Seller pursuant to this Agreement nor the consummation of the transactions contemplated hereby or thereby will be in violation of any judgment, order, permit, writ, injunction or decree of any court, commission, bureau or agency, or any law, rule, regulation, ordinance or code to which Seller or the Property is bound, or constitute a breach or default under any agreement or other obligation to which Seller is a party or to which Seller or the Property may be bound. No approval, consent, order or authorization of, or designation, registration or filing (other than for recording purposes) with any governmental authority is required in connection with the due and valid execution and delivery of this Agreement by Seller or Seller’s performance under this Agreement. (k) Title. Seller owns fee simple title to the Property, free and clear of liens, encumbrances, options and restrictions of every kind and description, except as may be shown on the Title Commitment. (l) Bankruptcy; Insolvency. No bankruptcy, insolvency, rearrangement or similar actions or proceedings, whether voluntary or involuntary, are pending or, to Seller’s actual

10 61639166 v1 knowledge, threatened against Seller, nor has Seller any intention of filing or commencing any such action or proceeding, neither Seller nor the Property has been subject to a bankruptcy action or proceeding within the past eighteen months and Seller has not made a general assignment for the benefit of creditors. Seller is not insolvent. (m) Property Information. To Seller’s actual knowledge, the copies of the documents representing Property Information delivered to Purchaser by Seller in accordance with Section 3.1 are true, correct and complete (in all material respects) copies of those Property Information documents within Seller’s possession or control. (n) OFAC. Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”). (i) Neither Seller nor any beneficial owner of Seller: (A) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); (B) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; (C) is owned or controlled by, nor acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (D) shall transfer or permit the transfer of any interest in Seller or any beneficial owner in Seller to any person or entity who is, or any of whose beneficial owners are, listed on the Lists. (ii) Seller hereby covenants and agrees that if Seller obtains knowledge that Seller or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Seller shall immediately notify Purchaser in writing, and in such event, Purchaser shall have the right to terminate this Agreement without penalty or liability to Purchaser immediately upon delivery of written notice thereof to Seller. In such event the Earnest Money shall promptly be returned to Purchaser, and neither party shall have any further liability or obligation to the other under this Agreement, except for the indemnity provisions set forth in this Agreement and any other provision of this Agreement that is intended to survive the termination of this Agreement.

11 61639166 v1 (o) No Liens. To Seller’s actual knowledge, Seller has not received written notice of any easements, claims of easements, actual or contemplated mechanic’s liens or materialmen’s liens, or special assessments relating to the Property not shown of public record. (p) No Rezoning. To Seller’s actual knowledge, no applications have been made by Seller or anyone acting on behalf of Seller, and no permits, approvals, authorizations or licenses have been issued, with respect to the subdivision or re-zoning of the Property. Section 7.2 Purchaser’s Representations. Purchaser represents and warrants to Seller as follows (which representations and warranties shall be remade on the Closing Date and shall survive the consummation of the transactions contemplated hereby for a period of nine (9) months following the Closing Date): (a) Power and Authority. Purchaser is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware and is qualified to transact business and is in good standing under the laws of the State of Illinois. Purchaser has full right, power and authority to enter into, deliver and perform this Agreement and all documents to be executed by Purchaser pursuant to this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and all documents to be executed by Seller pursuant to this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and all required approvals and consents of Seller’s board of directors have been obtained. This Agreement and all documents required hereby to be executed by Purchaser are and shall be valid and legally binding obligations of, and enforceable against, Purchaser in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. (b) Conflict. Neither the execution of this Agreement and all documents to be executed by Purchaser pursuant to this Agreement nor the consummation of the transactions contemplated hereby or thereby will be in violation of any judgment, order, permit, writ, injunction or decree of any court, commission, bureau or agency, or any law, rule, regulation, ordinance or code to which Purchaser is bound, or constitute a breach or default under any agreement or other obligation to which Purchaser may be bound. (c) Bankruptcy; Insolvency. No bankruptcy, insolvency, rearrangement or similar actions or proceedings, whether voluntary or involuntary, are pending or, to Purchaser’s knowledge, threatened against Purchaser, nor has Purchaser any intention of filing or commencing any such action or proceeding, Purchaser has not been subject to a bankruptcy action or proceeding within the past eighteen months nor has Purchaser made a general assignment for the benefit of creditors. Purchaser is not insolvent. (c) OFAC. Purchaser is in compliance with the requirements of the Orders. (i) Neither Purchaser nor any beneficial owner of Purchaser: (A) is listed on Lists;

12 61639166 v1 (B) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; (C) is owned or controlled by, nor acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (D) shall transfer or permit the transfer of any interest in Purchaser or any beneficial owner in Purchaser to any person or entity who is, or any of whose beneficial owners are, listed on the Lists. (ii) Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Purchaser shall immediately notify Seller in writing, and in such event, Seller shall have the right to terminate this Agreement without penalty or liability to Seller immediately upon delivery of written notice thereof to Purchaser. In such event the Earnest Money shall promptly be returned to Purchaser, and neither party shall have any further liability or obligation to the other under this Agreement, except for the indemnity provisions set forth in this Agreement and any other provision of this Agreement that is intended to survive the termination of this Agreement. Section 7.4 Purchaser Acknowledgment. Except as expressly set forth in Section 7.1(a) or any document delivered pursuant to this Agreement, Purchaser acknowledges that no warranties, guarantees or representations have been or are being made by Seller or any agent or representative of Seller concerning the Property. Purchaser accepts the Property, “AS IS, WITH ALL FAULTS” without any representations or warranties by Seller, expressed or implied, except as set forth in Section 7.1(a) and any document delivered pursuant to this Agreement. As part of Purchaser’s agreement to purchase the Property “AS-IS, WITH ALL FAULTS”, and not as a limitation on such agreement, Purchaser hereby unconditionally and irrevocably waives and releases any and all actual or potential rights Purchaser might have regarding any form of warranty, express or implied, of any kind or type (including, without limitation, environmental matters and condition of the Building), relating to the Property, except for Seller’s representations and warranties set forth in in Section 7.1(a) and any document delivered pursuant to this Agreement. ARTICLE 8 SELLER’S COVENANTS Section 8.1 Seller’s Covenants. Seller covenants and agrees with Purchaser that from and after the Effective Date through Closing or earlier termination of this Agreement, Seller shall, at its sole cost and expense: (a) not transfer all or any part of the Property or create on the Property any easements, liens, mortgages, encumbrances, or other interests that will be in force and effect after the Closing;

13 61639166 v1 (b) not enter into any leases, licenses, or service contracts relating to the Property; (c) fully and faithfully perform all of its covenants, agreements and obligations and otherwise continue to meet all obligations with respect to the Property, including all licenses, permits and approvals with respect to the Property; and (d) deliver or cause to be delivered to Purchaser, promptly upon receipt thereof by Seller, copies of all written notices received or given by Seller alleging any violation of any applicable federal, state, county or municipal law, rule, regulation, code or requirement, any default under any insurance policy or other agreement applicable to or binding Seller or the Property, and report to Purchaser, from time to time, the status of any alleged violation or default. ARTICLE 9 INDEMNIFICATION Seller hereby agrees to protect, defend, indemnify and hold Purchaser harmless from and against any and all liabilities, obligations, losses, costs, damage or expense, including reasonable attorneys’ fees and court costs, Purchaser may incur or suffer on account of or in connection with: (a) any breach of any representation, warranty, or covenant of Seller contained in this Agreement or contained in any document or instrument executed by Seller in connection herewith; and (b) the default by Seller of any of its covenants, undertakings and agreements that are to be performed by Seller hereunder, including any post-closing obligations; provided, however, that Seller shall not indemnify, defend and/or hold harmless Purchaser, and shall have no liability, for any incidental, consequential or punitive damages. Purchaser hereby agrees to protect, defend, indemnify and hold Seller harmless from and against any and all liabilities, obligations, losses, costs, damage or expense, including reasonable attorneys’ fees and court costs, Seller may incur or suffer on account of or in connection with: (a) any breach of any representation, warranty, or covenant of Purchaser contained in this Agreement or contained in any document or instrument executed by Purchaser in connection herewith; and (b) the default by Purchaser of any of its covenants, undertakings and agreements that are to be performed by Purchaser hereunder, including any post-closing obligations; provided, however, that Purchaser shall not indemnify, defend and/or hold harmless Seller, and shall have no liability, for any incidental, consequential or punitive damages. As noted in Section 5.2 hereof, nothing in this Agreement is intended to modify, limit or waive any of the indemnifications or the releases made or given by Purchaser as tenant in favor of Seller as landlord under the Lease. ARTICLE 10 DEFAULTS Section 10.1 Seller’s Default. If the Closing fails to occur by reason of Seller’s failure to perform its obligations under this Agreement for any reason except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller in accordance with the express provisions hereof, or if Seller otherwise materially breaches any of its obligations,

14 61639166 v1 representations or warranties hereunder (which are not cured within fifteen (15) days after written demand by Purchaser), Purchaser may, as its sole and exclusive remedy, either (1) terminate its obligations under this Agreement by further written notice thereof of such election to Seller at or prior to Closing, or (2) elect to enforce its rights hereunder by an action for specific performance. If Purchaser so elects to terminate this Agreement, Purchaser shall be entitled to receive back the Earnest Money (together with all interest, if any, earned thereon) and Seller shall reimburse Purchaser for any and all reasonable, actual and documented out-of-pocket costs and expenses suffered or incurred by Purchaser in connection with the transaction contemplated under this Agreement, including without limitation, all reasonable attorneys’ fees and any costs of terminating the escrow and any cancellation fee for the Title Commitment in an amount up to $50,000. The remedies set forth in this Section 10.1 shall be the sole and exclusive remedies available to Purchaser for Seller’s failure to close the transaction which is the subject of this Agreement in accordance with the provisions of this Agreement. Section 10.2 Purchaser’s Default. If Purchaser shall default in any material obligation hereunder (which default is not cured within fifteen (15) days after demand by Seller), Seller shall have the right, as its sole and exclusive remedy, to terminate its obligations under this Agreement by written notice thereof to Purchaser and to retain the Earnest Money as liquidated damages (provided, however, that nothing in this Section 10.2 shall be intended to limit Purchaser’s specific indemnification obligations set forth in this Agreement or any agreement related to this Agreement). PURCHASER AND SELLER ACKNOWLEDGE THAT SUCH LIQUIDATED DAMAGES ARE REASONABLE IN AMOUNT CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE PARTIES’ ESTIMATION OF THE POSSIBLE RANGE OF DAMAGES TO SELLER IN THE EVENT OF SUCH A BREACH, THE DIFFICULTY AND IMPRACTICABILITY OF ASCERTAINING OR PROVING WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF SUCH DAMAGES AND THE DESIRE OF PURCHASER TO LIMIT ITS POTENTIAL LIABILITY TO SELLER IN THE EVENT OF SUCH A BREACH. ________________ SELLER _______________ PURCHASER ARTICLE 11 CLOSING ADJUSTMENTS AND CLOSING COSTS Section 11.1 Prorations. As hereinafter more particularly described, certain of the items described in this Section shall be prorated between the parties on a per diem basis (on the basis of actual calendar days and a 365-day year) so that, subject to the more particular provisions set forth below, Seller’s pro rata share of credits and charges for all days preceding the Closing Date (such date being referred to as the “Proration Date”) shall be allocated to Seller and credits and charges for the Proration Date and all days thereafter shall be allocated to Purchaser. In connection with

15 61639166 v1 the prorations and allocations provided for herein, Purchaser and Seller shall jointly prepare a proration schedule (to be included in or attached to the Closing Statement) in reasonable detail showing each item prorated or adjusted. Section 11.2 Lease Amounts. At Closing, Seller shall give Purchaser a credit against the Purchase Price for any payments (for Rent or otherwise) made under the Lease applicable to the period from and after Closing, and Seller shall return the security deposit Letter of Credit delivered by Purchaser under the Lease. Section 11.3 Closing Costs. Seller agrees to pay all costs and expenses required to be paid in order for Seller to comply with its covenants, agreements, and obligations hereunder. Purchaser shall pay the premium for the Title Policy (including extended coverage), state and county transfer taxes on the sale contemplated hereunder, and cost of recording any releases of any encumbrances on the Property. All escrow fees or fees for a New York style closing shall be shared equally by Seller and Purchaser. Purchaser shall pay the recording fee for the Deed, and the cost of any Additional Endorsements. Each of Seller and Purchaser shall pay the costs of such party’s attorneys and advisors. Section 11.4 Other Items. All other items that are customarily prorated in transactions similar to the transaction contemplated hereby and that were not heretofore dealt with, will be prorated as of 11:59 p.m. of the day immediately preceding the Proration Date. Section 11.5 Real Estate Taxes. Since Purchaser, as Tenant under the Lease, pays real estate taxes and assessments on the Property (collectively “Taxes”) directly, there will be no proration of Taxes. Section 11.6 Assumption of Liabilities. Except for matters for which prorations have been provided for herein and as otherwise expressly set forth in this Agreement, Purchaser shall not assume any contracts, agreements, orders, liabilities, or obligations of Seller, whether with respect to the Property or otherwise. Section 11.7 Reproration. All prorations shall be reprorated by Seller and Purchaser as soon as possible upon the receipt of final bills or information for such item of proration, with the appropriate payment by each party to the other for such reproration. ARTICLE 12 CASUALTY AND CONDEMNATION Section 12.1 Casualty. In the event that prior to the Closing Date, any portion of the Property shall be damaged or destroyed by fire or other casualty, Purchaser shall have the right to terminate its obligations under this Agreement within thirty (30) days of such fire or other casualty upon written notice to Seller, and Closing shall be extended, if necessary, to accommodate such thirty-day period. If Purchaser elects not to terminate its obligations under this Agreement pursuant to this Section 12.1, then Purchaser shall have the right to participate in the adjustment and settlement of any insurance claim relating to said damage, and Seller shall assign and/or pay to Purchaser at Closing all insurance proceeds collected or claimed (and all of Seller’s right to

16 61639166 v1 collect and claim insurance proceeds) with respect to such loss or damage plus the amount of any deductible or self-insured amount. Section 12.2 Condemnation. If prior to the Closing Date, written notice shall be received by Seller of any action, suit or proceeding to condemn or take all or any material part of the Property under the power of eminent domain, Seller shall promptly send written notice thereof to Purchaser and Purchaser shall have the right to terminate its obligations under this Agreement by notice in writing to Seller given within thirty (30) days after receiving Seller’s notice, and Closing shall be extended, if necessary, to accommodate such thirty day period. If Purchaser elects not to terminate its obligations under this Agreement pursuant to this Section 12.2, Purchaser shall receive an absolute assignment on the Closing Date of the entire proceeds of such condemnation award, the Purchase Price shall be the full amount provided in Article 2 and Seller shall convey the Property subject to the condemnation proceeding or, if such condemnation proceeding shall have been completed, Purchaser shall receive a credit against the Purchase Price in the amount of the condemnation award and Seller shall convey the Property to Purchaser less that part taken in such proceeding, as the case may be. ARTICLE 13 BROKER Purchaser and Seller each represent and warrant to the other that neither has employed any real estate agent, broker, finder or adviser in connection with this transaction other than Cushman & Wakefield of Illinois, Inc. (collectively, “Broker”), whose commission and fees are two and 25/100 percent (2.25%), of which one and 50/100 percent (1.5%) shall be paid by Seller and 75/100 percent (0.75%) shall be paid by Purchaser. Seller agrees to and does hereby indemnify, defend and forever hold Purchaser harmless from all loss, damage, cost, or expense (including attorneys’ fees) that Purchaser may suffer as a result of any claim or action brought by any agent, broker, finder, or adviser acting or allegedly acting on behalf of Seller in connection with this transaction other than Broker and for Seller’s failure to pay Broker that portion of Broker’s commission and fees due to Broker from Seller. Purchaser agrees to and does hereby indemnify, defend and forever hold Seller harmless from all loss, damage, cost or expense (including attorneys’ fees) that Seller may suffer as a result of any claim or action brought by any other agent, broker, finder, or adviser acting or allegedly acting on behalf of Purchaser in connection with this transaction other than Broker and for Purchaser’s failure to pay Broker that portion of Broker’s commission and fees due to Broker from Purchaser. ARTICLE 14 MISCELLANEOUS Section 14.1 Notices. All notices to be given hereunder shall be in writing and either (i) personally delivered, (ii) sent by United States certified mail, return receipt requested, (iii) sent by reputable overnight courier (such as FEDEX or UPS), or (iv) sent by email to the parties with confirming hard copies sent by methods (i), (ii) or (ii) delivered on the next business day at the following addresses (or to such other or further addresses as the parties may hereafter designate by notice): To Seller: 2645 FEDERAL SIGNAL DRIVE FEE, LLC

17 61639166 v1 c/o Waterstone Retail Development, Inc. 250 First Avenue Suite 202 Needham, Massachusetts 02494 Attn: Michael Sewall Email: msewall@waterstonepg.com with a copy to: Hinckley Allen 28 State Street Boston, MA 02109 Attn: John H. Sokul, Esq. Email: jsokul@hinckleyallen.com To Purchaser: Federal Signal Corporation 1415 West 22nd Street Suite 1100 Oak Brook, Illinois 60523 Attn: Paul Henry Email: phenry@federalsignal.com with a copy to: Jeffrey S. Arnold Brown, Udell, Pomerantz & Delrahim, Ltd. 225 West Illinois Street Suite 300 Chicago, Illinois 60654 Email: jarnold@bupdlaw.com All notices sent in the manner provided above shall be deemed effective upon receipt or refusal to accept. All notices that are required or permitted to be given by either party to the other under this Agreement may be given by such party or its legal counsel, who are hereby authorized to do so on the party’s behalf. Section 14.2 Entire Agreement; Amendments. This Agreement (including the Exhibits and Schedules) embody the entire agreement between the parties in connection with this transaction and there are no oral or parole agreements, representations, or inducements existing between the parties relating to this transaction that are not expressly set forth herein and covered hereby. This Agreement may not be modified except by a written agreement signed by all of the parties. Section 14.3 Survival. Each covenant, condition, warranty, indemnification and representation set forth herein shall, except as expressly set forth in this Agreement to the contrary, survive the Closing and delivery of the documents contemplated herein for a period of nine (9) months after the Closing Date, including all indemnifications, covenants, and agreements that are to be performed or applied to circumstances subsequent to the Closing Date.

18 61639166 v1 Section 14.4 No Waiver; Consents. No written waiver by any party at any time of any breach of any provision of this Agreement shall be deemed a waiver of a breach of any other provision herein or consent to any subsequent breach of the same or any other provision. If any action by any party shall require the consent or approval of another party, such consent or approval of such action on any one occasion shall not be deemed a consent to or approval of such action on any subsequent occasion or a consent to or approval of any other action on the same or any subsequent occasion. Section 14.5 Captions. The captions, section numbers and article numbers appearing in this Agreement are inserted only as a matter of convenience and do not define, limit, construe or describe the scope of intent of such sections or articles of this Agreement nor in any way affect this Agreement. Section 14.6 Time of Essence. All parties hereby agree that time is of the essence in this transaction. Section 14.7 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Section 14.8 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois. Section 14.9 Assignment. Purchaser may not assign this Agreement or designate a nominee or designee to take title the Property prior to the Closing Date without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed provided that shall not be relieved of its obligations under this Agreement by any such assignment. Seller hereby agrees that all representations, warranties, covenants, and indemnifications shall inure to the benefit of Purchaser and such assignee or designee and their respective successors and assigns. Section 14.10 Time. Whenever under the terms and provisions of this Agreement, the time for performance of a condition or the giving of a notice falls upon a Saturday, Sunday or holiday, such time for performance or for the giving of notice shall be extended to the next Business Day. “Business Day” shall mean any day other than Saturday, Sunday, or a federal of State of Illinois holiday. The final day of any such period shall be deemed to end at 6 p.m., Eastern Standard time. Section 14.11 Waiver of Jury Trial; Attorneys’ Fees. Each party hereby waives trial by jury in any proceeding brought by the other party in connection with any matter arising out of or in any way connected with the transaction contemplated by this Agreement or the Property. The provisions of this section shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. Notwithstanding the foregoing, if there is any legal action or proceeding between Seller and Purchaser arising from or based on this Agreement, the unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and expenses, including reasonable attorneys’ fees, incurred by such prevailing party in such action or proceeding and in any appeal in connection therewith, and if such prevailing party recovers a

19 61639166 v1 judgment in any such action, proceeding or appeal, such costs, expenses and attorneys’ fees, shall be included in and as part of such judgment. Section 14.12 No Third-Party Beneficiaries. Except as otherwise herein expressly provided, this Agreement is solely for the benefit of Purchaser and Seller and no other parties shall have any right to rely hereon or be deemed to be a third-party beneficiary hereunder. Section 14.13 Cooperation. Each of the parties to this Agreement shall at any time and from time to time after the Closing, execute and deliver such further instruments, documents and certificates and do such further acts and things, as may be required by law or that may be appropriate or reasonable in order to carry out the intent and purposes of this Agreement, or to vest more fully in Purchaser title to the Property. Section 14.14 No Partnership. This Agreement does not, and is not intended to, create a partnership or joint venture between Purchaser and Seller. Section 14.15 Confidentiality. Seller and Purchaser and their respective representatives shall hold in strictest confidence the existence and the terms and conditions of this Agreement, provided that such restriction shall not be construed to prevent either party from disclosing such information to: (a) its prospective lenders or investors, or its members, managers, officers, directors, attorneys, accountants, architects, engineers and consultants to perform their designated tasks in connection with the transaction contemplated by this Agreement, or its permitted assignees, or (b) the Title Company. Section 14.16 Exclusivity. From the Effective Date through the Closing, neither Seller nor any of its affiliates, members, managers, officers, directors, partners, employees, representatives or agents (including any broker) will (a) offer, solicit, negotiate or accept any offer the Property for sale to any person; (b) market all or any of the Property for sale; (c) negotiate for the sale of all or any of the Property with any person, or (d) make any information available to any third parties in connection with any of the foregoing. In the event that Seller violates the terms of this exclusivity provision, then Purchaser shall have those remedies more specifically set forth in Section 10.1. Section 14.17 1031 Exchange. Purchaser or Seller may assign this Agreement to a qualified intermediary in order to facilitate a like-kind exchange transaction, which includes the Property, pursuant to Section 1031 of the Internal Revenue Code. Purchaser and Seller agree to reasonably cooperate with each other in effecting such transaction, provided that any such exchange transaction, and the related documentation, shall: (i) not require the other party to expend any additional funds or execute any contract, make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand the other party’s obligations beyond this Agreement, (ii) not delay the Closing or the transaction contemplated by this Agreement, and (iii) not release the other party or otherwise affect the other party’s obligation to perform in accordance with the terms hereof or any liability of the parties to one another under the terms of this Agreement. Further, Purchase and Seller shall indemnity the other party from and against all liability arising out of such cooperation (including reasonable attorneys’ fees) which indemnity shall survive the Closing hereunder or termination of this Agreement.

20 61639166 v1 Section 14.18 Limited Liability. Purchaser agrees that it does not have and will not have any claims or causes of action against any officer, director, employee, trustee, shareholder, partner, principal, parent, subsidiary or other affiliate of Seller, or Seller’s Agents, or any officer, director, employee, trustee, shareholder, partner or principal of any such parent, subsidiary or other affiliate (collectively, “Sellers’ Affiliates”), arising out of or in connection with this Agreement or the transactions contemplated hereby. Purchaser agrees to look solely to Seller and its assets (including the net proceeds of this transaction) for the satisfaction of any liability or obligation arising under this Agreement or the transactions contemplated hereby, or for the performance of any of the covenants, warranties or other agreements contained herein, and further agrees not to sue or otherwise seek to enforce any personal obligation against any of Sellers’ Affiliates with respect to any matters arising out of or in connection with this Agreement or the transactions contemplated hereby. The provisions of this Section 14.18 shall survive the termination of this Agreement and the Closing. Section 14.19 Execution. Signatures to this Agreement transmitted by e-mail, PDF or other electronic imaging shall be valid and effective to bind the party so signing. The execution original of this Agreement or any e-mail signature or PDF thereof may be delivered on behalf of a party by the attorney of such party. Section 14.20 Expiration. This Agreement will expire automatically and no longer be susceptible of acceptance unless Seller executes this Agreement and delivers a fully executed counterpart hereof to Purchaser by no later than 5 p.m., prevailing Chicago, Illinois time, on February 4, 2022. Section 14.21 No Recording. Seller and Purchaser each agree that neither this Agreement nor any memorandum or notice hereof shall be recorded. The provisions of this Section shall survive any termination of this Agreement or Closing. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

21 61639166 v1 IN WITNESS WHEREOF, the parties hereby have executed this Agreement the day and year first above written. SELLER: 2645 FEDERAL SIGNAL DRIVE FEE, LLC, a Delaware limited liability company By: /s/ Neal Shalom . Name: Neal S. Shalom Its: Authorized Signatory PURCHASER: FEDERAL SIGNAL CORPORATION, a Delaware corporation By: /s/ Daniel DuPre . Name: Daniel A. DuPre Its: Vice President

22 61639166 v1 TABLE OF EXHIBITS Exhibit A Legal Description Exhibit B Schedule of Personal Property Exhibit C Form of SJO Agreement Exhibit D Form of Deed Exhibit E Exhibit F Form of Bill of Sale Form of Assignment of Intangibles TABLE OF SCHEDULES Schedule 1 Property Information

A-1 61639166 v1 EXHIBIT A LEGAL DESCRIPTION PARCEL 1: THE SOUTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 8 (EXCEPT THAT PART CONVEYED TO THE STATE OF ILLINOIS FOR INTERSTATE 57), IN TOWNSHIP 34 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN WILL COUNTY, ILLINOIS, EXCEPTING THEREFROM THAT PART CONVEYED TO THE PEOPLE OF THE STATE OF ILLINOIS, DEPARTMENT OF TRANSPORTATION BY WARRANTY DEED RECORDED AS DOCUMENT R2013008787 AND DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID NORTHEAST 1/4; THENCE SOUTH 00 DEGREES 56 MINUTES 39 SECONDS EAST ON A BEARING BASED ON THE ILLINOIS STATE PLANE COORDINATE SYSTEM EAST ZONE NAD 83 ON THE WEST LINE OF SAID NORTHEAST 1/4, 1324.24 FEET TO THE NORTHWEST CORNER OF THE SOUTHWEST 1/4 OF SAID NORTHEAST 1/4; THENCE NORTH 88 DEGREES 52 MINUTES 24 SECONDS EAST ON THE NORTH LINE OF THE SOUTHWEST 1/4 OF SAID NORTHEAST 1/4, 53.72 FEET TO THE EAST RIGHT OF WAY LINE OF INTERSTATE 57, AS CONVEYED TO THE STATE OF ILLINOIS BY DOCUMENT NO. 67-3033, AND TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 88 DEGREES 52 MINUTES 24 SECONDS EAST ON SAID NORTH LINE, 429.29 FEET; THENCE SOUTH 52 DEGREES 54 MINUTES 47 SECONDS WEST, 114.49 FEET; THENCE SOUTH 48 DEGREES 54 MINUTES 01 SECOND WEST, 123.79 FEET; THENCE SOUTH 32 DEGREES 24 MINUTES 18 SECONDS WEST, 358.47 FEET; THENCE SOUTH 11 DEGREES 11 MINUTES 39 SECONDS WEST, 450.92 FEET TO THE EAST RIGHT OF WAY LINE OF SAID INTERSTATE 57; THENCE NORTH 02 DEGREES 15 MINUTES 49 SECONDS EAST ON SAID EAST RIGHT OF WAY LINE, 887.66 FEET TO THE POINT OF BEGINNING. PARCEL 2: ALL THAT PART OF THE EAST 1/2 OF THE NORTHWEST 1/4 OF SECTION 8, TOWNSHIP 34 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY OF THE EASTERLY RIGHT OF WAY OF INTERSTATE HIGHWAY 57, IN WILL COUNTY, ILLINOIS. PIN: 21-14-08-200-012 ADDRESS: 2645 Federal Signal Drive, University Park, Illinois 60484

B-1 61639166 v1 EXHIBIT B SCHEDULE OF PERSONAL PROPERTY None.

C-1 61639166 v1 EXHIBIT C ESCROW TRUST NO: _______________ DATE: ___________________ To: Chicago Title and Trust Company Escrow Trustee: _________________________ Customer Identification: Seller: 2645 FEDERAL SIGNAL DRIVE FEE, LLC, , a Delaware limited liability company Purchaser: ELGIN SWEEPER COMPANY, a Delaware corporation Property Address: 2645 Federal Signal Drive, University Park, Illinois Project Reference: N/A Proposed Disbursement Date: ____________, 2022 Deposits: 1. The sum of $250,000.00 by CHECK/WIRE Representing: EARNEST MONEY PLEASE NOTE: Uncertified checks are held for ten business days after date of deposit. No funds can be dispensed before 10 business days limit expires. To avoid delays, use Cashier’s or Certified checks or wire transfer. Funds: ( ) WILL ( X ) WILL NOT BE INVESTED NOTE: If funds are to be invested, an investment package will be sent. Please complete and return to Escrow Trustee as soon as possible in order to begin accruing interest. Delivery of Deposits: The above-referenced escrow trust deposits ("deposits") are deposited with the escrow trustee to be delivered by it only upon the receipt of a joint order of the undersigned or their respective legal representatives or assigns. In no case shall the above-mentioned deposits be surrendered except upon the receipt of an order signed by the parties hereto, their respective legal representatives or assigns, or in obedience to the court order described below. Billing Instructions: Escrow trust fee will be deducted as follows: $350 escrow fee. If the transaction closes in the Chicago Title Loop office, the escrow fee will be waived. Any overnight delivery or wire fee will be $40. The parties acknowledge that beginning after a period of one year from the date of this agreement, Chicago Title and Trust Company will impose an administrative maintenance fee equivalent to the fee set forth on the Company's then current rate schedule. This fee may be deducted from the outstanding escrow balance or billed. PLEASE NOTE: The escrow trust fee for these joint order escrow trust instructions is due and payable within 30 days from the projected disbursement date (which may be amended by joint written direction of the parties hereto). In the event no projected disbursement date is ascertainable, said escrow trust fee is to be billed at acceptance and is due and payable within 30 days from the billing date. Chicago Title and Trust Company, at its sole discretion, may reduce or waive the escrow trust fee for these joint order escrow instructions in the event the funds on deposit herein are

C-2 61639166 v1 transferred to or disbursed in connection with sale escrow trust instructions or an agency closing transaction established at Chicago Title. Standard Provisions: Investment: Deposits made pursuant to these instructions may be invested on behalf of any party or parties hereto; provided that any direction to escrow trustee for such investment shall be expressed in writing and contain the consent of all parties to this escrow, and also provided that escrow trustee is in receipt of the taxpayer's identification number and investment forms as required. Escrow trustee will, upon request, furnish information concerning its procedures and fee schedules for investment. In the event the escrow trustee is requested to invest deposits hereunder, Chicago Title and Trust Company is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes of these escrow trust instructions. Direction Not to Invest/Right to Commingle: Except as to deposits of funds for which escrow trustee has received express written direction concerning investment or other handling, the parties hereto direct the escrow trustee NOT to invest any funds deposited by the parties under the terms of this escrow and waive any rights which they may have under Section 2-8 of the Corporate Fiduciary Act (205 ILCS 620/2-8) to receive interest on funds deposited hereunder. In the absence of an authorized direction to invest funds, the parties hereto agree that the escrow trustee shall be under no duty to invest or reinvest any such funds at any time held by it hereunder; and, further, that escrow trustee may commingle such funds with other deposits or with its own funds in the manner provided for the administration of funds under said Section 2-8 and may use any part or all of such funds for its own benefit without obligation to any party for interest or earnings derived thereby, if any. Further, even with appropriate instructions to invest Escrow Deposits, Escrow Trustee may commingle the Escrow Deposits with other funds in a trust account in order to facilitate placing the Escrow Deposits into a segregated interest bearing account and to disburse the Escrow Deposits once they have been removed from such segregated interest bearing account as required by the terms of this Agreement. Provided, however, nothing herein shall diminish escrow trustee's obligation to apply the full amount of such funds in accordance with the terms of these escrow instructions. Compliance With Court Order: The undersigned authorize and direct the escrow trustee to disregard any and all notices, warnings or demands given or made by the undersigned (other than jointly) or by any other person. The said undersigned also hereby authorize and direct the escrow trustee to accept, comply with, and obey any and all writs, orders, judgments or decrees entered or issued by any court with or without jurisdiction; and in case the said escrow trustee obeys or complies with any such writ, order, judgment or decree of any court, it shall not be liable to any of the parties hereto or any other person, by reason of such compliance, notwithstanding any such writ, order, judgment or decree be entered without jurisdiction or be subsequently reversed, modified, annulled, set aside or vacated. In case the escrow trustee is made a party defendant to any suit or proceedings regarding this escrow trust, the undersigned, for themselves, their heirs, personal representatives, successors, and assigns, jointly and severally, agree to pay to said escrow trustee, upon written demand, all costs, attorney's fees, and expenses incurred with respect thereto. The escrow trustee shall have a lien on the deposit(s) herein for any and all such costs, fees and expenses. If said costs, fees and expenses are not paid, then the escrow trustee shall have the right to reimburse itself out of the said deposit(s). Disputes/Circumstance not contemplated: If any dispute arises with respect to the disbursement of any funds on deposit or if circumstances arise that were not contemplated or described in the original escrow agreement, and Escrow Agent is unsure as to its duties as a result, Escrow Agent may continue to hold said funds until either in receipt of a joint order from the parties or a court order directing payment. In such instance, Escrow Agent may elect to commence an action in interpleader and in conjunction therewith remit the Escrow Deposit to a court of competent jurisdiction pending resolution of such dispute, and the parties hereto hereby indemnify and hold harmless Escrow Agent for any action taken by it in good faith in the execution of its duties hereunder. The parties further agree that the cost of any such action shall be deducted from the Escrow Deposit prior to disbursement to the parties. Disclaimer Re: Validity of Documentation:

C-3 61639166 v1 In its capacity as Escrow Trustee, Escrow Trustee shall not be responsible for the genuineness or validity of any security, instrument, document or item deposited with it and shall have no responsibility other than to faithfully follow the instructions contained herein, and shall not be responsible for the validity or enforceability of any security interest of any party and it is fully protected in acting in accordance with any written instrument given to it hereunder by any of the parties hereto and reasonably believed by Escrow Trustee to have been signed by the proper person. Escrow Trustee may assume that any person purporting to give any notice hereunder has been duly authorized to do so. Execution: These escrow trust instructions are governed by and are to be construed under the laws of the state of Illinois. The escrow trust instructions, amendments or supplemental instructions hereto, may be executed in counterparts, each of which shall be deemed an original and all such counterparts together shall constitute one and the same instrument. SELLER: 2645 FEDERAL SIGNAL DRIVE FEE, LLC, a Delaware limited liability company By: ________________________ Name: Neal S. Shalom Its: Authorized Signatory Address: c/o Waterstone Properties Group, Inc. 250 First Avenue, Suite 202 Needham, MA 02494 Attention: Michael Sewall Email: msewall@waterstonepg.com PURCHASER: ELGIN SWEEPER COMPANY, a Delaware corporation By: Brown, Udell, Pomerantz & Delrahim, Ltd., its attorneys By: Address: 225 West Illinois Street Suite 300 Chicago, Illinois 60654 Attn: Jeffrey S. Arnold Ph: (312) 475-9900

C-4 61639166 v1 Email: ACCEPTED: CHICAGO TITLE INSURANCE COMPANY By: ______________________________ Name: ___________________________ Its: _______________________________ Address: Attn: ____________________ Email: Facsimile:

D-1 61639166 v1 EXHIBIT D FORM OF SPECIAL WARRANTY DEED Prepared by: _________________ _________________ _________________ _________________ After Recording return to: Jeffrey S. Arnold Brown, Udell, Pomerantz & Delrahim, Ltd. 225 West Illinois Street Suite 300 Chicago, Illinois 60654 (For Recorder’s Use Only) SPECIAL WARRANTY DEED This SPECIAL WARRANTY DEED is made this 14th day of February, 2022, by 2645 FEDERAL SIGNAL DRIVE FEE, LLC, a Delaware limited liability company (“Grantor”), having an address of c/o Waterstone Retail Development, Inc., 250 First Avenue, Suite 202, Needham, Massachusetts 02494, to FEDERAL SIGNAL CORPORATION, a Delaware corporation having an address of 2645 Federal Signal Drive, University Park, Illinois 60484 (“Grantee”). Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) paid to Grantor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has CONVEYED and does hereby CONVEY unto Grantee, all of Grantor’s interest in the real property located in Will County, Illinois, and being more particularly described on Exhibit A attached hereto (the “Property”). This conveyance is made and accepted subject to the permitted exceptions described on Exhibit B attached hereto (collectively, the “Permitted Exceptions”). TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, unto Grantee and Grantee’s successors and assigns in fee simple forever; and, subject to the Permitted Exceptions, Grantor does hereby warrant the title to the Property and will defend the title to the

D-2 61639166 v1 Property against the lawful claims of every person claiming by, through, or under Grantor, but not otherwise. IN WITNESS WHEREOF, Grantor has caused this instrument to be executed and delivered by its duly authorized officer, as of the day and year first above written. 2645 FEDERAL SIGNAL DRIVE FEE, LLC, a Delaware limited liability company By: ________________________ Name: Neal S. Shalom Its: Authorized Signatory COMMONWEALTH OF MASSACHUSETTS ) ) SS. COUNTY OF NORFOLK ) I, _____________________________ a notary public in and for said County, in the State aforesaid, do hereby certify that Neal Shalom, personally known to me to be the Authorized Signatory of 2645 Federal Signal Drive Fee, LLC, a Delaware limited liability company, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that as such Authorized Signatory of such limited liability company, he signed and delivered such instrument as his free and voluntary act and as the free and voluntary act and deed of such limited liability company, for the uses and purposes therein set forth. Given under my hand and official seal this ________ day of February, 2022. Notary Public My Commission expires: _____________

D-3 61639166 v1 Exhibit A LEGAL DESCRIPTION PARCEL 1: THE SOUTHWEST ¼ OF THE NORTHEAST ¼ OF SECTION 8 (EXCEPT THAT PART CONVEYED TO THE STATE OF ILLINOIS FOR INTERSTATE 57), IN TOWNSHIP 34 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN WILL COUNTY, ILLINOIS, EXCEPTING THEREFROM THAT PART CONVEYED TO THE PEOPLE OF THE STATE OF ILLINOIS, DEPARTMENT OF TRANSPORTATION BY WARRANTY DEED RECORDED AS DOCUMENT R2013008787 AND DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID NORTHEAST ¼; THENCE SOUTH 00 DEGREES 56 MINUTES 39 SECONDS EAST ON A BEARING BASED ON THE ILLINOIS STATE PLANE COORDINATE SYSTEM EAST ZONE NAD 83 ON THE WEST LINE OF SAID NORTHEAST ¼, 1324.24 FEET TO THE NORTHWEST CORNER OF THE SOUTHWEST ¼ OF SAID NORTHEAST ¼; THENCE NORTH 88 DEGREES 52 MINUTES 24 SECONDS EAST ON THE NORTH LINE OF THE SOUTHWEST ¼ OF SAID NORTHEAST ¼, 53.72 FEET TO THE EAST RIGHT OF WAY LINE OF INTERSTATE 57, AS CONVEYED TO THE STATE OF ILLINOIS BY DOCUMENT NO. 67-3033, AND TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 88 DEGREES 52 MINUTES 24 SECONDS EAST ON SAID NORTH LINE, 429.29 FEET; THENCE SOUTH 52 DEGREES 54 MINUTES 47 SECONDS WEST, 114.49 FEET; THENCE SOUTH 48 DEGREES 54 MINUTES 01 SECOND WEST, 123.79 FEET; THENCE SOUTH 32 DEGREES 24 MINUTES 18 SECONDS WEST, 358.47 FEET; THENCE SOUTH 11 DEGREES 11 MINUTES 39 SECONDS WEST, 450.92 FEET TO THE EAST RIGHT OF WAY LINE OF SAID INTERSTATE 57; THENCE NORTH 02 DEGREES 15 MINUTES 49 SECONDS EAST ON SAID EAST RIGHT OF WAY LINE, 887.66 FEET TO THE POINT OF BEGINNING. PARCEL 2: ALL THAT PART OF THE EAST ½ OF THE NORTHWEST ¼ OF SECTION 8, TOWNSHIP 34 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EASTERLY OF THE EASTERLY RIGHT OF WAY OF INTERSTATE HIGHWAY 57, IN WILL COUNTY, ILLINOIS. PIN: 21-14-08-200-012 ADDRESS: 2645 Federal Signal Drive, University Park, Illinois 60484

D-5 61639166 v1 Exhibit B PERMITTED EXCEPTIONS

E-1 61639166 v1 EXHIBIT E FORM OF BILL OF SALE BILL OF SALE This BILL OF SALE (the “Bill of Sale”) is made and entered into this 14th day of February, 2022 by 2645 FEDERAL SIGNAL DRIVE FEE, LLC, a Delaware limited liability company (“Seller”), to FEDERAL SIGNAL CORPORATION, a Delaware corporation (“Purchaser”). R E C I T A L S: A. Seller and Purchaser have entered into that certain Purchase and Sale Agreement dated as of January __, 2022 (the “Purchase Agreement”) relating to the sale of 2645 Federal Signal Drive, University Park, Illinois 60484, together with the improvements thereon (the “Property”), and being legally described in Exhibit A, attached hereto and made a part hereof. B. In connection with the conveyance of the Property to Purchaser, Seller is delivering this Bill of Sale assigning all of Seller’s right, title and interest in and to the items identified below to Purchaser. NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00) and other good and valuable consideration in hand paid by Purchaser to Seller, the receipt and sufficiency of which are hereby acknowledged and agreed by Seller, Seller hereby agrees as follows: 1. Recitals; Defined Terms. The foregoing recitals are acknowledged to be accurate and are incorporated herein by reference. Capitalized terms used in this Assignment and not defined herein but defined in the Purchase Agreement shall have the meanings given to such terms in the Purchase Agreement. 2. Assignment. Seller does hereby assign, transfer, convey and set over to Purchaser all of Seller’s right, title and interest in, to and under the following, to the extent the same are assignable all tangible personal property owned by Seller, located in or on the Land or Improvements and used in connection with the ownership, management, leasing, operation and maintenance of the Land and Improvements, if any, including, but not limited to all heating, ventilating, incinerating, lighting, plumbing, electrical, air-conditioning fixtures, hot water heaters, furnaces, heating controls, motors, fire protection conduits and equipment and boiler pressure systems and equipment owned by Seller, and specifically including, without limitation, the personal property identified on Exhibit B (collectively, the “Personal Property”). 4. Successors. This Assignment shall be binding upon and inure to the benefit of Seller and Purchaser and their respective successors and assigns. (signature page follows)

E-2 61639166 v1 IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the day and year first above written. SELLER: 2645 FEDERAL SIGNAL DRIVE FEE, LLC, a Delaware limited liability company By: ________________________ Name: Neal S. Shalom Its: Authorized Signatory

E-3 61639166 v1 EXHIBITS EXHIBIT A: LEGAL DESCRIPTION OF THE PROPERTY EXHIBIT B: PERSONAL PROPERTY

F-1 61639166 v1 EXHIBIT F FORM OF ASSIGNMENT OF INTANGIBLES ASSIGNMENT AND ASSUMPTION OF CONTRACTS, LICENSES, WARRANTIES, PERMITS AND INTANGIBLE PROPERTY This ASSIGNMENT AND ASSUMPTION OF CONTRACTS, LICENSES, WARRANTIES, PERMITS AND INTANGIBLE PROPERTY (the “Assignment”) is made and entered into this 14th day of February, 2022 by 2645 FEDERAL SIGNAL DRIVE FEE, LLC, a Delaware limited liability company (“Assignor”), to FEDERAL SIGNAL CORPORATION, a Delaware corporation (“Assignee”). R E C I T A L S: A. Assignor and Assignee have entered into that certain Purchase and Sale Agreement dated as of January __, 2022 (the “Purchase Agreement”) relating to the sale of 2645 Federal Signal Drive, University Park, Illinois 60484, together with the improvements thereon (the “Property”), and being legally described in Exhibit A, attached hereto and made a part hereof. B. In connection with the conveyance of the Property to Assignee, Assignor and Assignee desire to execute and deliver this Assignment of Contracts, Licenses, Warranties, Permits and Intangible Property assigning all of Assignor’s right, title and interest in and to the items identified below to Assignee. NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00) and other good and valuable consideration in hand paid by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged and agreed by Assignor, the parties hereby agree as follows: 1. Recitals; Defined Terms. The foregoing recitals are acknowledged to be accurate and are incorporated herein by reference. Capitalized terms used in this Assignment and not defined herein but defined in the Purchase Agreement shall have the meanings given to such terms in the Purchase Agreement. 2. Assignment by Assignor. Assignor hereby transfers and assigns to Assignee all right, title and interest of Assignor in and to all of the licenses, warranties, permits, Intangible Property and other items listed on Exhibit B attached hereto and made part hereof (collectively, the “Assigned Property”). 3. Indemnity by Assignor. Assignor does hereby agree to indemnify, hold harmless and defend Assignee harmless from and against all claims, damages, losses, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and expenses) relating to the Assigned Property, to the extent arising or accruing prior to the date hereof.

F-2 61639166 v1 4. Assumption by Assignee. Assignee hereby accepts the foregoing assignment and assumes and agrees to perform all obligations of the owner under the Assigned Property arising from and after the date hereof. 5. Indemnity by Assignee. Assignee does hereby agree to indemnify, hold harmless and defend Assignor from and against all claims, damages, losses, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and expenses) arising out of any failure of Assignee to perform or observe, and Assignee’s performance and observance of, the obligations, duties, covenants, terms and conditions assumed by Assignee hereunder, to the extent arising from and after the date hereof. 6. Counterparts. This document may be executed in any number of counterparts, each of which may be executed by any one or more of the parties hereto, but all of which shall constitute one instrument, and shall be binding and effective when all parties hereto have executed at least one counterpart. 7. Successors. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (signature page follows)

F-3 61639166 v1 IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the day and year first above written. ASSIGNOR: 2645 FEDERAL SIGNAL DRIVE FEE, LLC, a Delaware limited liability company By: ________________________ Name: Neal S. Shalom Its: Authorized Signatory ASSIGNEE: FEDERAL SIGNAL CORPORATION, a Delaware corporation By: ________________________ Name: ______________________ Its: _________________________

F-4 61639166 v1 EXHIBITS EXHIBIT A: LEGAL DESCRIPTION OF THE PROPERTY EXHIBIT B: LIST OF ASSIGNED PROPERTY

Schedule 1 61639166 v1 SCHEDULE 1 PROPERTY INFORMATION Copies of the following, with respect to the Property, in the possession or control of Seller: 1. All certificates of occupancy and all licenses, permits, and other governmental agreements. 2. All topographical and other surveys, engineering drawings, and as-built plans and specifications for the improvements, if any. 3. All tests, studies, and reports including, but not limited to, soil, environmental, engineering, structural, and geotechnical reports and wetlands assessments, in Seller’s possession or control; and notices and other communications between Seller and any governmental entity, including remediation plans. 4. All notices of violations of any law, ordinance, or regulation including, but not limited to, building code and zoning codes. 5. Any agreements that will be binding on Purchaser after Closing. 6. All easements, if any, not of record. 7. Seller’s existing owner’s title insurance policy and survey. 8. Summary of all pending and threatened litigation and claims, if any. 9. All other communications between Seller and any federal, state, county or municipal authority relating to the Property.

restatementoffederalsign

AmericasActive:14265831.9 FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN (As Amended and Restated Effective as of January 1, 2020)

AmericasActive:14265831.9 TABLE OF CONTENTS PAGE SECTION 1 ................................................................................................................................ 1 INTRODUCTION ......................................................................................................... 1 1.1 Background, Purpose of Plan, and Applicable Requirements ......................................................................................... 1 1.2 Effective Date and Plan Year ................................................................. 1 1.3 Trustee and Trust ................................................................................... 1 1.4 Plan Administration ............................................................................... 2 1.5 Plan Appendices, Supplements, and Exhibits ........................................ 2 SECTION 2 ................................................................................................................................ 3 DEFINITIONS ............................................................................................................... 3 SECTION 3 .............................................................................................................................. 16 ELIGIBILITY AND PARTICIPATION ..................................................................... 16 3.1 Participation Prior to Effective Date .................................................... 16 3.2 Eligibility for Participant and Matching Contributions ....................... 16 3.3 Eligibility for Service Based Contributions ......................................... 16 3.4 Ineligible Employees ........................................................................... 16 3.5 Period of Participation ......................................................................... 16 3.6 Reemployment ..................................................................................... 17 SECTION 4 .............................................................................................................................. 18 PARTICIPANT CONTRIBUTIONS .......................................................................... 18 4.1 Pre-Tax Contributions, Deemed Contributions, and Automatic Annual Increase ................................................................. 18 4.2 After-Tax Contributions ....................................................................... 19 4.3 Catch-Up Contributions ....................................................................... 20 4.4 Roth Contributions ............................................................................... 20 4.5 Roth Catch-Up Contributions .............................................................. 20 4.6 Limitation on Total Participant Contributions ..................................... 20 4.7 Rules Applicable to Participant Contributions .................................... 21 4.8 Timing of Participant Contributions .................................................... 21 4.9 Rollover Contributions, Roth Rollover Contributions, and After-Tax Rollover Contributions ........................................................ 21 4.10 Uniformed Service Absence ................................................................ 22 SECTION 5 .............................................................................................................................. 23 EMPLOYER CONTRIBUTIONS ............................................................................... 23 5.1 Matching Contributions ....................................................................... 23 5.2 Service Based Contributions ................................................................ 23 5.3 Payment, Limitations, Verification, and Form of Payment of Employer Contributions .................................................................. 23 -i-

AmericasActive:14265831.9 TABLE OF CONTENTS PAGE SECTION 6 .............................................................................................................................. 24 INVESTMENT AND FEDERAL SIGNAL STOCK PROVISIONS ......................... 24 6.1 Investment Funds ................................................................................. 24 6.2 Investment Fund Elections and Transfers ............................................ 24 6.3 Election Procedures ............................................................................. 25 6.4 Administration of Federal Signal Stock Fund ..................................... 25 6.5 Dividend Election ................................................................................ 25 6.6 Voting of Shares in Federal Signal Stock Fund ................................... 26 6.7 Tendering of Shares in Federal Signal Stock Fund .............................. 26 6.8 Confidentiality of Voting and Tender Directions ................................ 27 6.9 Invalidity of Voting or Tender Procedures .......................................... 27 6.10 Unitized Federal Signal Stock Fund .................................................... 27 6.11 Valuation of Investment Funds ............................................................ 28 6.12 Voting of Shares in Mutual Funds ....................................................... 28 SECTION 7 .............................................................................................................................. 29 ACCOUNTS ................................................................................................................ 29 7.1 Participants’ Accounts ......................................................................... 29 7.2 ESOP Subaccounts ............................................................................... 31 7.3 Adjustment of Accounts ...................................................................... 31 7.4 Statement of Account ........................................................................... 31 7.5 Accounts for Alternate Payees ............................................................. 31 7.6 Order and Timing of Withdrawals, Loans, and Distributions ......................................................................................... 32 SECTION 8 .............................................................................................................................. 33 CONTRIBUTION AND BENEFIT LIMITATIONS .................................................. 33 8.1 Contribution Limitations ...................................................................... 33 8.2 Combining of Plans .............................................................................. 33 8.3 Dollar Limitations on Pre-Tax and Roth Contributions ...................... 33 8.4 Percentage Limitations on Pre-Tax and Roth Contributions ............... 34 8.5 Percentage Limitations on After-Tax Contributions ............................ 35 8.6 Calculating Income Allocable to Excess Deferrals and Contributions ....................................................................................... 36 8.7 Corrective Contributions/Reallocations ............................................... 36 8.8 Safe Harbor Contributions ................................................................... 37 SECTION 9 .............................................................................................................................. 38 VESTING AND FORFEITURES ............................................................................... 38 9.1 Participant Contributions ..................................................................... 38 9.2 Matching Contributions ....................................................................... 38 9.3 Service Based Contributions ................................................................ 38 9.4 Qualified Nonelective Contributions ................................................... 38 9.5 Prior Plan ESOP Contributions ............................................................ 38 9.6 Amendments to Vesting Schedule ....................................................... 39 -ii-

AmericasActive:14265831.9 TABLE OF CONTENTS PAGE 9.7 Forfeitures ............................................................................................ 39 9.8 Reinstatement of Accounts for Rehires ............................................... 39 9.9 Death Benefits under Qualified Military Service ................................ 39 SECTION 10 ............................................................................................................................ 40 PAYMENTS ................................................................................................................ 40 10.1 Form of Payment .................................................................................. 40 10.2 Time of Payment .................................................................................. 40 10.3 Direct Rollover of Eligible Rollover Distribution ............................... 41 10.4 Distribution of Roth Accounts ............................................................. 42 10.5 Designation of Beneficiary .................................................................. 43 10.6 Minimum Distribution Requirements .................................................. 44 10.7 Missing Persons ................................................................................... 45 10.8 Recovery of Benefits ............................................................................ 46 10.9 Facility of Payment .............................................................................. 46 SECTION 11 ............................................................................................................................ 47 IN-SERVICE WITHDRAWALS ................................................................................ 47 11.1 Hardship Withdrawals ......................................................................... 47 11.2 Withdrawals Upon Attainment of Age 59½ ........................................ 48 11.3 Withdrawals Upon Attainment of Normal Retirement Age ................ 48 11.4 Withdrawals From After-Tax Account ................................................ 49 11.5 Withdrawals From Rollover Account, After-Tax Rollover Account, and Roth Rollover Account .................................................. 49 11.6 Withdrawals From Balances Transferred from the PIPs Plan ...................................................................................................... 49 11.7 Distributions To Individuals Performing Military Service .................. 49 11.8 Application for In-Service Withdrawals .............................................. 50 SECTION 12 ............................................................................................................................ 51 LOANS ........................................................................................................................ 51 12.1 Terms and Conditions of Loans ........................................................... 51 12.2 Amount of Loans ................................................................................. 51 12.3 Repayment of Loans ............................................................................ 51 12.4 Unpaid Loans ....................................................................................... 52 SECTION 13 ............................................................................................................................ 53 ADMINISTRATION OF PLAN ................................................................................. 53 13.1 Plan Administrator ............................................................................... 53 13.2 Indemnification .................................................................................... 54 13.3 Organization of Committee .................................................................. 54 13.4 Committee Actions .............................................................................. 54 13.5 Committee General Powers, Rights, and Duties .................................. 55 13.6 Reports ................................................................................................. 56 13.7 Information Required by Committee ................................................... 56 TABLE OF CONTENTS

AmericasActive:14265831.9 PAGE 13.8 Allocations and Delegations of Responsibility .................................... 56 13.9 Interested Committee Member ............................................................ 56 13.10 Removal or Resignation ....................................................................... 56 13.11 Compensation and Expenses ................................................................ 57 13.12 Uniform Application of Rules ............................................................. 57 13.13 Committee’s Decision Final ................................................................ 57 SECTION 14 ............................................................................................................................ 58 Claims Procedures ....................................................................................................... 58 14.1 Initial Retirement Benefit Claims ........................................................ 58 14.2 Initial Disability Benefit Claims .......................................................... 58 14.3 Initial Claim Processing and Appeal.................................................... 58 14.4 Appeal Procedures for Retirement Benefits ........................................ 59 14.5 Appeal Procedures for Disability Benefits .......................................... 59 14.6 Appeals Processing .............................................................................. 60 SECTION 15 ............................................................................................................................ 62 MANAGEMENT OF TRUSTS ................................................................................... 62 15.1 Trustee and Trust Agreement ............................................................... 62 15.2 Restrictions as to Reversion of Trust Fund to the Employers ............................................................................................ 62 SECTION 16 ............................................................................................................................ 63 AMENDMENT AND TERMINATION ..................................................................... 63 16.1 Amendment .......................................................................................... 63 16.2 Plan Termination .................................................................................. 63 16.3 Nonforfeitability and Distribution on Termination .............................. 64 16.4 Plan Merger, Consolidation, or Spin-Off ............................................. 64 SECTION 17 ............................................................................................................................ 65 MISCELLANEOUS .................................................................................................... 65 17.1 Non-Alienation of Benefits .................................................................. 65 17.2 Absence of Guaranty ............................................................................ 65 17.3 Employment Rights ............................................................................. 65 17.4 Litigation by Participants or Other Persons ......................................... 65 17.5 Evidence ............................................................................................... 65 17.6 Waiver of Notice .................................................................................. 65 17.7 Controlling Law ................................................................................... 66 17.8 Statutory References ............................................................................ 66 17.9 Severability .......................................................................................... 66 17.10 Action By Employers ........................................................................... 66 17.11 Gender and Number ............................................................................. 66 17.12 Examination of Documents .................................................................. 66 17.13 Manner of Delivery .............................................................................. 66 17.14 Effect on Other Benefits ...................................................................... 66 TABLE OF CONTENTS PAGE

AmericasActive:14265831.9 17.15 Headings .............................................................................................. 67 17.16 No Third-Party Beneficiaries ............................................................... 67 SECTION 18 ............................................................................................................................ 68 TOP HEAVY RULES ................................................................................................. 68 18.1 Purpose and Effect ............................................................................... 68 18.2 Top Heavy Plan .................................................................................... 68 18.3 Key Employee ...................................................................................... 68 18.4 Minimum Vesting ................................................................................ 69 18.5 Minimum Employer Contribution ....................................................... 69 18.6 Aggregation of Plans ............................................................................ 69 APPENDIX A Certain Non-Union Participants – Contributions and Vesting APPENDIX B Non-Union Joe Johnson Equipment, HighMark Traffic Services, Mark Rite Lines Equipment, and TBEI Participants – Contributions and Vesting APPENDIX C IAM Local 701 Employees – Contributions and Vesting APPENDIX D Sheet Metal Workers Local 265 Employees – Contributions and Vesting APPENDIX E IBEW Local 134 Employees – Contributions and Vesting APPENDIX F TBEI Union Employees – Contributions and Vesting SUPPLEMENT A Special Provisions Applicable to the Federal Signal Technologies Division of the Company SUPPLEMENT B Special Provisions Applicable to the Merger of the TBEI 401(k) Savings Plan into the Plan SUPPLEMENT C Special Provisions Applicable to the Merger of the TBEI 401(k) Rugby Union Savings Plan into the Plan EXHIBIT A List of Former Employers

-1- AmericasActive:14265831.9 FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN SECTION 1 INTRODUCTION 1.1 Background, Purpose of Plan, and Applicable Requirements The Company maintains the Plan so that eligible Employees of the Company and the other Employers under the Plan may accumulate funds for their retirement. The Plan was originally established as the Federal Signal 401(k) Retirement Plan, effective as of July 1, 1976. The Plan was amended and restated in its entirety several times, including effective as of January 1, 1997 for compliance purposes, January 1, 2002 for benefit provisions, January 1, 2010 for a Prior Plan merger and various other changes considered desirable by the Company, as well as January 1, 2015 for various changes considered desirable by the Company. Effective as of June 1, 2002, a portion of the Plan is designed to be primarily invested in Federal Signal Common Stock through the Federal Signal Stock Fund, except that the Trustee may hold some of the assets of the Federal Signal Stock Fund in cash pending investment, distribution, reallocation or transfer. This portion of the Plan is intended to satisfy the requirements of a non-leveraged employee stock ownership plan set forth in Code Sections 401(a), 409, and 4975(e). The remaining portion of the Plan is a profit sharing plan intended to satisfy all requirements of Code Section 401(a), with a cash or deferred arrangement intended to satisfy the requirements of Code Section 401(k), and, effective January 1, 2020, a “qualified Roth contribution program” intended to satisfy the requirements of Code Section 402A. Effective January 1, 2007, the Plan was renamed the Federal Signal Corporation Retirement Savings Plan. The Plan as reflected herein, effective as of January 1, 2020, except as otherwise indicated, is an amendment, restatement and continuation of the Plan. Defined terms used in this Section are defined in SECTION 2. 1.2 Effective Date and Plan Year Except as otherwise required to comply with applicable law or as specifically provided herein, this amendment and restatement is effective as of January 1, 2020. The rights and benefits of any Participant who had a Severance From Service prior to this restatement date (including, but not limited to, those Participants who had a Severance From Service as a result of their Employer ceasing to be an Employer under the Plan as reflected in Exhibit A) shall be determined under the Plan in effect at the time of such Severance From Service, except as otherwise expressly provided below. The Plan is administered on the basis of a Plan Year. 1.3 Trustee and Trust Amounts contributed under the Plan are held and invested, until distributed, by the Trustee. The Trustee acts in accordance with the terms of the Trust Agreement and Trust, which implement and form a part of the Plan. The provisions of and benefits under the Plan are subject to the terms and provisions of the Trust Agreement and Trust.

-2- AmericasActive:14265831.9 1.4 Plan Administration The Committee shall be the “plan administrator” (as that term is defined in ERISA Section 3(16)(A)) of the Plan and shall be responsible for the administration of the Plan except where another entity has been assigned a specific responsibility in the Plan; provided, however, that the Committee may delegate all or any part of its powers, rights, and duties under the Plan to such person or persons as it may deem advisable. Any notice or document relating to the Plan which is to be filed with the plan administrator may be delivered, or mailed by registered or certified mail, postage pre-paid, to: Benefits Administration Committee c/o Federal Signal Corporation 1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523 1.5 Plan Appendices, Supplements, and Exhibits The provisions of the Plan may be modified by appendices, supplements, and exhibits to the Plan. The terms and provisions of each appendix, supplement, and exhibit are a part of the Plan and supersede the other provisions of the Plan to the extent necessary to eliminate inconsistencies between such other Plan provisions and such appendix, supplement, or exhibit.

-3- AmericasActive:14265831.9 SECTION 2 DEFINITIONS The following words and phrases have the respective meanings stated below unless a different meaning is plainly required by the context: 2.1 Account(s) Except as may be stated elsewhere in the Plan, “Account(s)” means all accounts and subaccounts maintained for a Participant, Alternate Payee or a Beneficiary under Subsection 7.1. 2.2 After-Tax Account “After-Tax Account” means any one of the Accounts so designated and provided for in Paragraph 7.1(a). 2.3 After-Tax Contributions “After-Tax Contributions” mean any contributions a Participant elected to make on an after-tax basis prior to January 1, 2020 as described in Subsection 4.2. Notwithstanding the foregoing, for purposes of implementing the required limitations of Code Sections 401(m) and 415 contained in Subsections 8.5 and 8.1, respectively, After-Tax Contributions shall not include contributions made pursuant to Code Section 414(u) by reason of an eligible Employee’s qualified military service. 2.4 After-Tax Rollover Account “After-Tax Rollover Account” means any one of the Accounts so designated and provided for in Paragraph 7.1(b). 2.5 After-Tax Rollover Contributions “After-Tax Rollover Contributions” mean after-tax contributions attributable to part or all of a Rollover Contribution transferred to this Plan pursuant to Subsection 4.9. 2.6 Alternate Payee “Alternate Payee” means any Spouse, former Spouse, child or other dependent of a Participant who is recognized by a Qualified Domestic Relations Order as having a right to receive all or a portion of a Participant’s benefits payable under the Plan. 2.7 Annual Addition Subject to Subsection 8.1, “Annual Addition” for any Limitation Year means the sum of the Pre-Tax Contributions, Roth Contributions, Matching Contributions, Service Based Contributions, and, prior to January 1, 2020, After-Tax Contributions, as applicable, credited to a Participant’s Account for that Limitation Year. Annual Additions attributable to corrective contributions described in Subsection 8.7 shall be treated as Annual Additions for the appropriate

-4- AmericasActive:14265831.9 Limitation Year as required by Code Section 415 and the Treasury Regulations issued thereunder; provided, however, that amounts attributable to lost earnings with respect to any such corrective contributions shall not be treated as Annual Additions. 2.8 Approved Form of Election “Approved Form of Election” means a request or an election made through the voice response system, Internet, intranet or other electronic media, or on a written election form, approved by the Committee or its designee and filed with the Employer. Notwithstanding the foregoing, no request or election shall be deemed to have been made until all required documentation, information, signatures, consents, notarizations and attestations required for such request or election are provided to the Committee or its designee. 2.9 Beneficiary “Beneficiary” means the person or persons designated by a Participant, Beneficiary or Alternate Payee to receive any benefits under the Plan which may be due upon the Participant’s, Beneficiary’s or Alternate Payee’s death. 2.10 Benefits Planning Committee “Benefits Planning Committee” means the Benefits Planning Committee of the Company. 2.11 Board of Directors “Board of Directors” means the Board of Directors of the Company. 2.12 Break in Service A “Break in Service” means any period commencing with the Participant’s Severance From Service and continuing for at least twelve consecutive months until he or she again completes an Hour of Service. Notwithstanding the foregoing, effective as of October 1, 2010, “Break in Service” means, with respect to each Participant who was a participant in the VESystems 401(k) Plan on or before October 1, 2010, any Plan Year during which such Participant does not complete more than 500 Hours of Service. 2.13 Business Day “Business Day” means any day on which the New York Stock Exchange is open. 2.14 Catch-Up Account “Catch-Up Account” means any one of the Accounts so designated and provided for in Paragraph 7.1(c).

-5- AmericasActive:14265831.9 2.15 Catch-Up Contributions “Catch-Up Contributions” mean the compensation deferrals under Code Section 414(v) an eligible Participant elects to make pursuant to Subsection 4.3. 2.16 Close of Business “Close of Business” means the normal closing time of the New York Stock Exchange or such other time as is designated by the Committee. 2.17 Code “Code” means the Internal Revenue Code of 1986, as amended from time to time. 2.18 Code Section 415 Compensation “Code Section 415 Compensation” for a Limitation Year means a Participant’s compensation within the meaning of Treasury Regulation Section 1.415(c)-2(d)(4), including, effective as of January 1, 2009, any differential wage payments (as defined in Code Section 3401(h)(2)), that is actually paid or made available during such Limitation Year, subject to the following: (a) Code Section 415 Compensation shall exclude amounts paid after a Participant’s severance from employment, except for the following amounts paid within the later of 2-½ months after the Participant’s severance from employment or the end of the Limitation Year that includes the date of the Participant’s severance from employment: (i) Payments of unpaid wages, overtime, bonuses and commissions; and (ii) Payments of unused accrued bona fide sick, vacation and paid time off leave that the Participant would have been able to use if employment had continued. (b) Compensation shall not include amounts in excess of the limitation under Code Section 401(a)(17) in effect for the Limitation Year. 2.19 Committee “Committee” means the Benefits Administration Committee as described in Paragraph 13.1(a). 2.20 Company “Company” means Federal Signal Corporation, a Delaware corporation, its successors and assigns.

-6- AmericasActive:14265831.9 2.21 Compensation “Compensation” means compensation as defined in Treasury Regulation Section 1.414(s)-1(c)(4). Each Participant’s Compensation shall include, effective as of January 1, 2009, any differential wage payments (as defined in Code Section 3401(h)(2)). Such Compensation shall exclude recruiting and sign-on bonus payments as well as amounts paid after a Participant’s severance from employment, except for payments of unpaid wages, overtime, bonuses, commissions and accrued vacation leave that the Participant would have been able to use if employment had continued that are paid within the later of 2-½ months after the Participant’s severance from employment or the end of the Plan Year that includes the date of the Participant’s severance from employment. In no event shall Compensation include the following payments paid after the Participant’s severance from employment: unused accrued bona fide sick and paid time off leave that the Participant would have been able to use if employment had continued and long-term disability payments. Each Participant’s Compensation shall be limited to $285,000 in each Plan Year (as adjusted to reflect the dollar amount applicable under Code Section 401(a)(17)). 2.22 Disability “Disability,” as determined by the Committee or its designee, means the inability to engage in any substantial, gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months. The permanence and degree of such impairment shall be supported by medical evidence. Notwithstanding the foregoing, with respect to each Participant who was a participant in the PIPs Technology, Inc. 401(k) Plan on or before January 1, 2008, “Disability” shall mean (i) a physical or mental disability that renders such Participant unable to perform the duties of his or her customary position of employment (or unable to engage in any substantial gainful activity) for an indefinite period which the Committee considers shall be of long continued duration, or (ii) the incurrence of a Separation From Service and the permanent loss or loss of use of a member or function of the body, or permanent disfigurement. The Committee may require a Participant to submit to a physical examination in order to confirm Disability. Notwithstanding the foregoing, effective as of October 1, 2010, with respect to each Participant who was a participant in the VESystems 401(k) Plan on or before October 1, 2010, “Disability” shall mean eligibility for disability benefits under the Social Security Act. 2.23 Employee “Employee” means any person who is employed by an Employer who is on the regular U.S. payroll of an Employer, and whose wages from such Employer are reported for Federal income tax purposes on Internal Revenue Service Form W-2 (or a successor or equivalent form). Notwithstanding any provision of the Plan to the contrary, an individual who performs services for a Non-Participating Employer but who is paid by an Employer under a common paymaster arrangement with such Non-Participating Employer shall not be considered an Employee for

-7- AmericasActive:14265831.9 purposes of the Plan. An Employer’s classification as to whether an individual constitutes an Employee shall be determinative for purposes of an individual’s eligibility under the Plan. An individual who is classified as an independent contractor or Leased Employee (or other non- employee classification) shall not be considered an Employee and shall not be eligible to participate in the Plan, regardless of any subsequent reclassification of such individual as an employee of an Employer by an Employer, any government agency, court, or other third-party. Any such reclassification shall not have a retroactive effect for purposes of the Plan. An Employee shall be eligible to participate in the Plan pursuant to SECTION 3. 2.24 Employer “Employer” means the Company, which, for the purposes of extending the Plan to employees of Related Employers, shall include Federal Signal Corporation, each Related Employer that is listed in the applicable Appendix to the Plan (and is not listed in Exhibit A to the Plan), and each other Related Employer that extends the Plan to its Employees with the consent of the Benefits Planning Committee. Certain former Employers under the Plan are listed in Exhibit A to the Plan. 2.25 Employment or Reemployment Date “Employment or Reemployment Date” means the first day an Employee performs an Hour of Service. 2.26 ERISA “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 2.27 ESOP “ESOP” means the portion of the Plan that is designed to be primarily invested in Federal Signal Common Stock through investment in the Federal Signal Stock Fund, except that the Trustee may hold some of the assets of the Federal Signal Stock Fund in cash pending investment, distribution, reallocation or transfer. The ESOP is intended to satisfy the requirements of a non-leveraged employee stock ownership plan set forth in Code Sections 401(a), 409, and 4975(e). The ESOP consists of all amounts credited to Participants’ Accounts that are invested in the Federal Signal Stock Fund. 2.28 Federal Signal Common Stock “Federal Signal Common Stock” means the common stock of the Company and any other common stock into which it may be reclassified. Federal Signal Common Stock is readily tradable on an established securities market and meets the definition of an “employer security” under Code Section 409(l). 2.29 Federal Signal Stock Fund “Federal Signal Stock Fund” means the portion of the Trust Fund so designated and provided for in Subsection 6.1 and which fund is designed to be primarily invested in Federal

-8- AmericasActive:14265831.9 Signal Common Stock, except that the Trustee may hold some of the assets of the Federal Signal Stock Fund in cash pending investment, distribution, reallocation or transfer. 2.30 Fiduciary “Fiduciary” means the Company, each Employer, the Board of Directors, and the board of directors of each Employer, the Benefits Planning Committee, the Committee, the Investment Committee and the Trustee, but only with respect to the specific responsibilities of each as described in SECTION 13 and SECTION 14. The term “Fiduciary” also includes any Participant, Beneficiary or Alternate Payee, but only to the extent such Participant, Beneficiary or Alternate Payee is acting with respect to the exercise of voting rights of shares held in the Federal Signal Stock Fund or the tender, deposit, sale, exchange or transfer of such shares. 2.31 Highly Compensated Employee “Highly Compensated Employee” means a highly compensated employee as defined in Code Section 414(q) and the Treasury Regulations thereunder. Generally, a Highly Compensated Employee shall be any present or former employee of a Related Employer who: (a) Was a 5% owner (as defined in Code Section 414(q)(2)) at any time during the current or immediately preceding Plan Year; or (b) Received Code Section 415 Compensation from the Related Employers for the immediately preceding Plan Year in excess of $125,000 (or such greater amount as may be determined by the Commissioner of Internal Revenue) and was in the top-paid 20% of employees for such year. A former employee shall be treated as a Highly Compensated Employee if such employee was a Highly Compensated Employee when such employee incurred a Severance From Service or if such employee was a Highly Compensated Employee at any time after attaining age 55. 2.32 Hour of Service “Hour of Service” means: (a) Each hour for which an Employee is paid or entitled to payment for the performance of duties for a Related Employer. These hours shall be credited to the Employee for the computation period or periods in which the duties are performed; (b) Each hour for which an Employee is paid or entitled to payment by a Related Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including Disability), layoff, jury duty, military duty or leave of absence. No more than 501 Hours of Service shall be credited under this Paragraph for any single continuous period (whether or not such period occurs in a single computation period). Hours under this Paragraph

-9- AmericasActive:14265831.9 shall be calculated and credited pursuant to Department of Labor Regulation Section 2530.200b-2, which is incorporated by reference; and (c) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by a Related Employer. The same Hours of Service shall not be credited under Paragraph (a) or Paragraph (b) and under this Paragraph (c). These hours shall be credited to the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made. Solely for purposes of determining whether a Break in Service has occurred, an Employee who is absent from work for Parental Leave shall receive credit for the Hours of Service which would otherwise have been credited to him or her but for his or her Parental Leave. In any case in which such Hours of Service cannot be determined, the Employee shall receive credit for eight Hours of Service for each day of Parental Leave. Hours of Service credited under this paragraph shall be credited in the Plan Year in which the Parental Leave begins, if necessary to prevent a Break in Service in such year, or the immediately following Plan Year. 2.33 Investment Committee “Investment Committee” means the Investment Committee of the Company. 2.34 Investment Fund(s) “Investment Fund(s)” means the funds described in Subsection 6.1 held under the Trust Fund. 2.35 Leased Employee “Leased Employee” means any individual who is not an employee of an Employer, but who has provided services to an Employer under the primary direction or control of the Employer on a substantially full-time basis for a period of at least one year, pursuant to an agreement between the Employer and a leasing organization. A Leased Employee shall be deemed an Employee for purposes of crediting Vesting Service and Years of Eligibility Service, but shall not be eligible for benefits under the Plan unless he or she otherwise satisfies the criteria for eligibility under SECTION 3 as an Employee. 2.36 Limitation Year “Limitation Year” means the Plan Year. 2.37 Match Account “Match Account” means any one of the Accounts so designated and provided for in Paragraph 7.1(d).

-10- AmericasActive:14265831.9 2.38 Matching Contributions “Matching Contributions” mean any contributions made to the Match Account of a Participant by an Employer as provided for in Subsection 5.1. Notwithstanding the foregoing, for purposes of implementing the required limitations of Code Section 415 contained in Subsection 8.1, Matching Contributions shall not include contributions made pursuant to Code Section 414(u) by reason of an eligible Employee’s qualified military service. 2.39 Non-ESOP “Non-ESOP” means the portion of the Plan that constitutes a profit sharing plan intended to satisfy all requirements of Code Section 401(a) and includes a cash or deferred arrangement intended to satisfy the requirements of Code Section 401(k). The Non-ESOP consists of all amounts credited to Participants’ Accounts that are not invested in the Federal Signal Stock Fund. 2.40 Non-Participating Employer “Non-Participating Employer” means any Related Employer which is not an Employer. 2.41 Normal Retirement Age “Normal Retirement Age” means age 65. 2.42 Parental Leave “Parental Leave” means an absence: (i) by reason of the pregnancy of the individual; (ii) by reason of a birth of a child of the individual; (iii) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual or for purposes of caring for such child for a period beginning immediately following such birth or placement. The Employee shall be required to furnish the Committee with such timely information as the Committee may reasonably require to establish both that the absence from work is for Parental Leave and the number of days for which there was such an absence. 2.43 Participant “Participant” means an Employee or former Employee who has met the requirements of participation in the Plan for at least one type of contribution as provided in SECTION 3. 2.44 Plan “Plan” means this Federal Signal Corporation Retirement Savings Plan. 2.45 Plan Year “Plan Year” means the calendar year.

-11- AmericasActive:14265831.9 2.46 Pre-Tax Account “Pre-Tax Account” means any one of the Accounts so designated and provided for in Paragraph 7.1(e). 2.47 Pre-Tax Contributions “Pre-Tax Contributions” mean the compensation deferrals under Code Section 401(k) a Participant elects to make pursuant to Subsection 4.1. Notwithstanding the foregoing, for purposes of implementing the required limitations of Code Sections 401(k), 402(g), and 415 contained in Subsections 8.4, 8.3 and 8.1, respectively, Pre-Tax Contributions shall not include Catch-Up Contributions or deferrals made pursuant to Code Section 414(u) by reason of an eligible Employee’s qualified military service. 2.48 Prior Plan “Prior Plan” means the applicable plan qualified under Code Section 401(a) that has merged with and into the Plan. Such mergers shall comply with the provisions of Code Sections 401(a)(12), 401(l), and 411(d)(6). Plan mergers may be reflected in Supplements to the Plan. 2.49 Prior Plan ESOP Account “Prior Plan ESOP Account” means any one of the Accounts so designated and provided for in Paragraph 7.1(f). 2.50 Qualified Domestic Relations Order “Qualified Domestic Relations Order” means any domestic relations order (as defined in Code Section 414(p)) that creates, recognizes or assigns to an Alternate Payee the right to receive all or a portion of a Participant’s benefits payable hereunder and that meets the requirements of Code Section 414(p), as determined by the Committee. 2.51 Qualified Nonelective Account “Qualified Nonelective Account” means any one of the Accounts so designated and provided for in Paragraph 7.1(g). 2.52 Related Employer “Related Employer” means the Company and any corporation or other business entity which is included in a controlled group of corporations with the Company, as provided in Code Section 414(b) (as modified for purposes of Subsection 8.1 by Code Section 415(h)), or which is a trade or business under common control with the Company, as provided in Code Section 414(c) (as modified, for purposes of Subsection 8.1, by Code Section 415(h)), or which constitutes a member of an affiliated service group within which the Company is also included, as provided in Code Section 414(m), or which is required to be aggregated with the Company pursuant to Treasury Regulations issued under Code Section 414(o).

-12- AmericasActive:14265831.9 2.53 Rollover Account “Rollover Account” means any of the Accounts so designated and provided for in Paragraph 7.1(h). 2.54 Rollover Contributions “Rollover Contributions” mean amounts (other than After-Tax and Roth Rollover Contributions) attributable to part or all of a Rollover Contribution to this Plan pursuant to Subsection 4.9. 2.55 Roth Catch-Up Account “Roth 401(k) Contribution Account” means the Account so designated and provided for in Paragraph 7.1(j). 2.56 Roth Catch-Up Contributions “Roth Catch-Up Contributions” mean the compensation deferrals that (i) an eligible Participant elects to make pursuant to Subsection 4.5 and designates irrevocably at the time of the cash or deferred election as Roth Catch-Up Contributions under Code Sections 402A and 414(v), which are being made in lieu of all or a portion of the Catch-Up Contributions the Participant is otherwise eligible to make under the Plan, and (ii) the Employer treats as includible in the Participant’s gross income at the time the Participant would have received that amount in cash if the Participant had not made an election to defer such amount. Unless specifically provided otherwise, Roth Catch-Up Contributions shall be treated as Catch-Up Contributions for all purposes under the Plan. 2.57 Roth Account “Roth Account” means any one of the Accounts so designated and provided for in Paragraph 7.1(i). 2.58 Roth Contributions “Roth Contributions” mean the compensation deferrals that (i) a Participant elects to make pursuant to Subsection 4.4 and designates irrevocably at the time of the cash or deferred election as Roth Contributions under Code Sections 402(g) and 402A, which are being made in lieu of all or a portion of the Pre-Tax Contributions the Participant is otherwise eligible to make under the Plan, and (ii) the Employer treats as includible in the Participant’s gross income at the time the Participant would have received that amount in cash if the Participant had not made an election to defer such amount. Notwithstanding the foregoing, for purposes of implementing the required limitations of Code Sections 401(k), 402(g) and 415 contained in Subsections 8.4, 8.3, and 8.1, Roth Contributions shall not include Roth Catch-Up Contributions or deferrals made pursuant to Code Section 414(u) by reason of an eligible Employee’s qualified military service. Unless specifically provided otherwise, Roth Contributions shall be treated as Pre-Tax Contributions for all purposes under the Plan.

-13- AmericasActive:14265831.9 2.59 Roth Rollover Account “Roth Rollover Account” means any of the Accounts so designated and provided for in Paragraph 7.1(k). 2.60 Roth Rollover Contributions “Roth Rollover Contributions” mean Roth contributions and/or Roth catch-up contributions that form part or all of a rollover contribution transferred to this Plan pursuant to Subsection 4.9. 2.61 Seasonal Employee “Seasonal Employee” means each Employee who the Committee determines, in its sole discretion, to be a seasonal employee. The Committee’s determination of Seasonal Employees shall be applied uniformly to all similarly situated Employees. 2.62 Service Based Contribution Account “Service Based Contribution Account” means any one of the Accounts so designated and provided for in Paragraph 7.1(l). 2.63 Service Based Contributions “Service Based Contributions” mean any contributions made to the Service Based Contribution Account of a Participant by an Employer as provided for in Subsection 5.2. Prior “Retirement Contributions” under the Plan may have also been made to the Service Based Contribution Account of certain Participants. 2.64 Severance From Service “Severance From Service” means the earlier of the following dates: (a) The date on which a Participant terminates employment with all Related Employers, is discharged, retires or dies; or (b) The first anniversary of the first day of a period in which an Employee remains absent from service (with or without pay) with all Related Employers for any reason other than one listed in Paragraph (a) above. For purposes of this Plan, an Employee who is absent from service for twelve consecutive months due to illness, injury, or Disability shall be deemed to have had a Severance From Service. A Participant who is performing qualified military service (as defined in Code Section 414(u)(5)) shall not incur a Severance From Service until the time at which a Participant’s reemployment rights as a member of the armed forces cease to be protected by law. An Employee shall not incur a Severance From Service due to a Parental Leave until the second anniversary of the first date of such absence.

-14- AmericasActive:14265831.9 A transfer from employment with one Related Employer to another Related Employer or a change in status from Employee to Leased Employee does not constitute a Severance From Service for purposes of SECTION 10. 2.65 Spouse Unless the provisions of any Qualified Domestic Relations Order provide otherwise, “Spouse” means the person to whom the Participant is legally married at the earlier of the date of the Participant’s death or the date payment of the Participant’s benefits commenced and who is living on the date of the Participant’s death. A person of the same sex as the Participant shall be a Spouse, provided the couple was legally married in a jurisdiction that authorizes same-sex marriage. Notwithstanding the foregoing, a person of the same sex as the Participant shall not be a Spouse for Plan purposes prior to June 26, 2013. 2.66 Testing Compensation “Testing Compensation” means the amount of compensation the Committee determines for all eligible Employees for a Plan Year under Treasury Regulation Section 1.414(s)-1(c)(4), including, effective as of January 1, 2009, any differential wage payments (as defined in Code Section 3401(h)(2)). 2.67 Trust “Trust” means the trust agreement between the Company and the Trustee, as it may be amended from time to time, and the trust created thereby. 2.68 Trust Fund “Trust Fund” means all money, stocks, bonds, securities, and other property held or acquired by the Trustee in accordance with the Plan and the Trust. 2.69 Trustee “Trustee” means the person appointed to act as Trustee under the Trust, including any successor Trustee. 2.70 Vesting Service “Vesting Service” means service credited for purposes of determining a Participant’s right to a nonforfeitable benefit under the Plan, as determined in accordance with SECTION 9. Vesting Service means service as an Employee with any Related Employer, determined as the aggregate of all time period(s) commencing with the Employee’s Employment or Reemployment Date and ending on the date on which the Employee incurs a Separation From Service. Fractional periods of a year shall be expressed in terms of months or days. If an Employee was employed by an entity that was subsequently acquired by a Related Employer, such Employee shall not receive Vesting Service for service with such entity prior to its acquisition by the Related Employer, except as determined by the Committee in its sole discretion, provided such determination is applied uniformly to all similarly situated Employees.

-15- AmericasActive:14265831.9 Notwithstanding the foregoing, effective as of October 1, 2010, each Participant who was a participant in the VESystems 401(k) Plan on or before October 1, 2010 shall earn one year of Vesting Service for each Plan Year in which he or she completes 1,000 Hours of Service. Such Participant shall be credited with 190 hours of Vesting Service for each month in which he or she performs an Hour of Service. Such Participant’s period of employment with VESystems, LLC that would have been taken into account as “Years of Service” under the VESystems 401(k) Plan prior to October 1, 2010 shall be counted in full for purposes of determining such Participant’s Vesting Service. 2.71 Year of Eligibility Service “Year of Eligibility Service” means any consecutive twelve-month period of employment during which an Employee completes 1,000 or more Hours of Service. The first consecutive twelve-month period to be taken into account for this purpose shall be the consecutive twelve- month period commencing with the Employee’s Employment or Reemployment Date. All subsequent periods to be taken into account for this purpose shall be the consecutive twelve- month periods commencing on the anniversaries of the Employee’s Employment or Reemployment Date. An Employee does not complete a Year of Eligibility Service before the end of the twelve-consecutive month period regardless of when during such period the Employee completes the required number of Hours of Service. Notwithstanding the foregoing, effective as of July 1, 2019, for each Participant who was an active participant in the Mark Rite Lines Equipment Co., Inc. Retirement Plan (the “Mark Rite 401(k) Plan”) immediately prior to July 1, 2019 (a “Mark Rite Participant”), such Mark Rite Participant’s period of employment with Mark Rite Lines Equipment Co., Inc. or High Mark Traffic Services, Inc. (or other participating employer under the Mark Rite 401(k) Plan) (such participating employers under the Mark Rite 401(k) Plan referred to collectively as “Mark Rite”), beginning with such Mark Rite Participant’s most recent date of hire (or rehire) by Mark Rite, shall be counted in full for purposes of determining such Participant’s Years of Eligibility Service.

-16- AmericasActive:14265831.9 SECTION 3 ELIGIBILITY AND PARTICIPATION 3.1 Participation Prior to Effective Date Each Employee who was a Participant in the Plan immediately prior to the Effective Date shall continue as a Participant on and after the Effective Date, subject to Subsection 3.4. 3.2 Eligibility for Participant and Matching Contributions If otherwise permitted by the Plan or the applicable Employer, an Employee who is not described in Subsection 3.1 shall become a Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-Up, and Matching Contributions (if applicable) in accordance with the applicable Appendix. A Participant shall only be eligible for Matching Contributions if, and to the extent, expressly provided for in the applicable Appendix to the Plan. 3.3 Eligibility for Service Based Contributions If otherwise permitted by the Plan or the applicable Employer, an Employee who is not described in Subsection 3.1 shall become a Participant with respect to Service Based Contributions (if applicable) if provided for in the applicable Appendix to the Plan. A Participant shall only be eligible for Service Based Contributions if, and to the extent, expressly provided for in the applicable Appendix to the Plan. 3.4 Ineligible Employees Notwithstanding any provision of the Plan to the contrary, the following Employees shall not become Participants for any purpose: (a) Non-union apprentices; (b) Student interns; and (c) Employees whose employment is governed by a collective bargaining agreement that does not provide for participation in the Plan. If an Employee ceases to be covered under a collective bargaining agreement but continues as an Employee, such Employee shall become a Plan Participant on the later of the applicable date determined in the above Subsections or applicable Appendix and the date he or she ceases to be covered under a collective bargaining agreement, in each case provided he or she is an Employee on that date. 3.5 Period of Participation An Employee who becomes a Participant shall continue as a Participant until the later to occur of the date of the Participant’s Severance From Service or the date on which all the Participant’s Accounts have been distributed. For all purposes of the Plan:

-17- AmericasActive:14265831.9 (a) A period of leave of absence shall not interrupt continuity of participation; (b) A determination that a Participant has a Disability shall not interrupt continuity of participation; and (c) The transfer of employment from an Employer to a Related Employer shall not interrupt continuity of participation. If a Participant incurs a Severance From Service, he or she shall be ineligible to make or receive Plan contributions except as provided in SECTION 5, ineligible to initiate a new Plan loan, and ineligible to receive an in-service withdrawal. 3.6 Reemployment If a Participant incurs a Severance From Service and is subsequently reemployed by a Related Employer, his or her Years of Eligibility Service and Vesting Service shall be reinstated, as follows: (a) If the Participant is reemployed within twelve months after the date he or she is first absent from active employment, his or her Years of Eligibility Service and Vesting Service at his or her Severance From Service date shall be reinstated upon his or her reemployment. The Participant shall receive credit for Vesting Service for the period between the date he or she is first absent from active employment and the date of his or her reemployment. (b) If the Participant is reemployed after twelve months have elapsed from the date he or she is first absent from active employment, his or her Years of Eligibility Service and Vesting Service at his or her Severance From Service date shall be reinstated upon his or her reemployment.

-18- AmericasActive:14265831.9 SECTION 4 PARTICIPANT CONTRIBUTIONS 4.1 Pre-Tax Contributions, Deemed Contributions, and Automatic Annual Increase Each Participant may make Pre-Tax Contributions by electing to defer an amount of Compensation before the imposition of Federal income taxes. Subject to the conditions and limitations of the Plan, each Participant may elect on an Approved Form of Election to make Pre-Tax Contributions for each Plan Year in whole percentages of 1% up to 40% of Compensation. For this purpose, Compensation shall only include Compensation paid during the period that the Participant’s election to make Pre-Tax Contributions is in effect. An Employee is not required to make Pre-Tax Contributions in order to participate in the Plan. (a) Deemed Pre-Tax Contribution Rate. Subject to the conditions and limitations of the Plan, (i) each Participant whose participation in the Plan is not subject to a collective bargaining agreement; and (ii) effective January 1, 2018, each eligible Participant who (A) is an IBEW Local 134 Employee (as defined in Appendix E) and (B) is employed at the Company’s Signal Division; who does not make an affirmative Pre-Tax or Roth Contribution election (including an election to not make Pre-Tax or Roth Contributions) within 30 days of first becoming eligible shall be deemed to have elected a Pre-Tax Contribution rate of 2% of Compensation for the Plan Year. Prior to the date on which such deemed Pre-Tax Contribution rate becomes effective, each Participant described in the preceding sentence shall be provided with a notice explaining his or her right to not make Pre-Tax Contributions (or to elect a different Pre-Tax (or Roth) Contribution rate) and, after receiving such notice, shall have a reasonable period before the deemed Pre-Tax Contribution rate becomes effective in which to elect to receive the Compensation in the form of cash in lieu of making Pre-Tax Contributions. (b) Carryover Contribution Rate. Subject to an applicable Supplement, each Participant, who, immediately before becoming a Participant in this Plan, was an active participant in a Prior Plan and had an election to make Code Section 401(k) or Roth compensation deferrals on file under the Prior Plan, shall be deemed to have elected the same percentage of Pre-Tax or Roth Contributions, respectively, as he or she elected under the Prior Plan until he or she makes a Pre-Tax Contribution election under this Subsection 4.1 or a Roth Contribution election under Subsection 4.4. Each Participant who was eligible to participate in a Prior Plan but did not have an election to make Code Section 401(k) or Roth compensation deferrals on file under the Prior Plan shall be deemed to have elected a Pre-Tax Contribution rate of 2% of Compensation for the Plan Year. Prior to the date on which such deemed Pre-Tax Contribution rate becomes effective, each Participant described in the preceding sentence shall be provided with a notice explaining his or her right to not make Pre-Tax Contributions (or to elect a different Pre-Tax (or Roth) Contribution rate) and, after receiving such notice, shall have a reasonable period before the deemed Pre-Tax Contribution rate becomes effective in which to elect to receive the Compensation in the form

-19- AmericasActive:14265831.9 of cash in lieu of making Pre-Tax Contributions. Notwithstanding the foregoing provisions of this Paragraph 4.1(b) to the contrary, each Mark Rite Participant who, immediately before becoming a Mark Rite Participant in this Plan, had an election to make Code Section 401(k) or Roth compensation deferrals on file under the Mark Rite 401(k) Plan shall be deemed to have elected the same percentage of deferrals as he or she elected under the Mark Rite 401(k) Plan as Pre-Tax Contributions until he or she makes a Pre-Tax Contribution election under this Subsection 4.1 or a Roth Contribution election under Subsection 4.4. Each Mark Rite Participant who, immediately before becoming a Mark Rite Participant in this Plan, was eligible to participate in the Mark Rite 401(k) Plan but was not making Code Section 401(k) or Roth compensation deferrals under the Mark Rite 401(k) Plan shall be deemed to have elected not to make any Pre- Tax, Roth, or, prior to January 1, 2020, After-Tax Contributions until he or she makes a contribution election under this Subsection 4.1, Subsection 4.4, and/or, prior to January 1, 2020, Subsection 4.2, as applicable. (c) Automatic Annual Increase. Subject to the conditions and limitations of the Plan and an applicable Supplement, (i) each Participant whose participation in the Plan is not subject to a collective bargaining agreement; and (ii) effective January 1, 2018, each eligible Participant who (A) is an IBEW Local 134 Employee (as defined in Appendix E) and (B) is employed at the Company’s Signal Division; shall be deemed to have elected to increase his or her Pre-Tax Contribution rate or, effective January 1, 2021, his or her Roth Contribution rate by one percentage point effective each January 1; provided, that such automatic annual increase shall not apply to the extent such increase would cause the Participant’s Pre-Tax Contribution rate, his or her Roth Contribution rate, or the sum of his or her Pre- Tax Contribution rate and his or her Roth Contribution rate to exceed 10%. If a Participant has elected to make both Pre-Tax Contributions and Roth Contributions, then the automatic annual increase shall apply to his or her Pre-Tax Contribution rate. Prior to the commencement of the automatic annual increase (and each subsequent January 1), each eligible Participant shall be provided with a notice explaining his or her right to decline participation in the automatic annual increase and, after receiving such notice, shall have a reasonable period before the automatic annual increase becomes effective to decline participation. This automatic annual increase shall not apply in future years to a Participant who has previously declined participation, unless such Participant makes an affirmative election to participate in the automatic annual increase or ceases to be eligible to participate in the Plan and again becomes a Participant under Subsection 3.2. In addition, this automatic annual increase shall not apply to a Mark Rite Participant, unless such Mark Rite Participant makes an affirmative election to participate in the automatic annual increase or ceases to be eligible to participate in the Plan and again becomes a Participant under Subsection 3.2. 4.2 After-Tax Contributions Prior to January 1, 2020, each Participant was also allowed to make After-Tax Contributions by electing to contribute an amount from his or her Compensation after the

-20- AmericasActive:14265831.9 imposition of Federal income taxes. Subject to the conditions and limitations of the Plan, each Participant was allowed to elect on an Approved Form of Election to make After-Tax Contributions in whole percentages of 1% to 6% of Compensation. A Participant’s After-Tax Contributions were made by regular payroll deductions or in any other method approved by the Committee. On and after January 1, 2020, no Participant shall be allowed to make After-Tax Contributions under the Plan. 4.3 Catch-Up Contributions All Participants who are eligible to make Pre-Tax Contributions and who have attained (or shall attain) age 50 before the close of the Plan Year may elect on an Approved Form of Election to make Catch-Up Contributions for each Plan Year in whole percentages of 1% to 40% of Compensation, subject to the limitations of Code Section 414(v). The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 401(k)(12), 410(b), or 416, as applicable, by reason of a Participant’s Catch-Up Contributions. 4.4 Roth Contributions Each Participant may make Roth Contributions by electing to defer an amount of Compensation after the imposition of Federal income taxes. Subject to the conditions and limitations of the Plan, each Participant may elect on an Approved Form of Election to make Roth Contributions for each Plan Year in whole percentages of 1% up to 40% of Compensation. For this purpose, Compensation shall only include Compensation paid during the period that the Participant’s election to make Roth Contributions is in effect. An Employee is not required to make Roth Contributions in order to participate in the Plan. 4.5 Roth Catch-Up Contributions All Participant who are eligible to make Roth Contributions and who have attained (or shall attain) age 50 before the close of the Plan Year may elect on an Approved Form of Election to make Roth Catch-Up Contributions for each Plan year in whole percentages of 1% to 40% of Compensation, subject to the limitations of Code Section 414(v). The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 401(k)(12), 410(b), or 416, as applicable, by reason of a Participant’s Roth Catch-Up Contributions. 4.6 Limitation on Total Participant Contributions A Participant’s aggregate Pre-Tax Contributions and Roth Contributions for any pay period may not exceed 40% of the Participant’s Compensation for that pay period. In the event that a Participant elects a combined rate of Pre-Tax Contributions and Roth Contributions that exceeds the maximum percentage limitation then in effect, to the extent necessary to comply with such limitation, the Participant’s Roth Contributions shall be reduced first, and then the Participant’s Pre-Tax Contribution rate shall be reduced second.

-21- AmericasActive:14265831.9 4.7 Rules Applicable to Participant Contributions An Employer may limit the maximum contribution percentage of Pre-Tax, Catch-Up, Roth, and Roth Catch-Up Contributions, provided such policy does not impermissibly discriminate against Employees who are not Highly Compensated Employees. Each Participant may elect to change, discontinue or resume Pre-Tax, Catch-Up, Roth, or Roth Catch-Up Contributions at any time by an Approved Form of Election; provided, however, that a Participant who is also a participant in the Federal Signal Corporation Savings Restoration Plan may not change, cease or otherwise modify the amount of his or her Pre-Tax or Roth Contribution election after December 31 for Compensation that otherwise would have been payable to him or her in the subsequent taxable year or years. Any Approved Form of Election shall be effective on the first day of the first payroll period for which the Employer can process such election. The Committee may establish additional rules regarding the timing and frequency of a change in the amount of Pre-Tax, Catch-Up, Roth, or Roth Catch-Up Contributions, provided such policy is applied uniformly to all similarly situated Participants. 4.8 Timing of Participant Contributions Each Employer shall make a contribution to the Plan equal to the amount of Pre-Tax, Catch-Up, Roth, and Roth Catch-Up Contributions made by each Participant employed by that Employer. Such contributions shall be paid to the Trustee as soon as practicable following the reduction in Participants’ Compensation, but in no event more than 15 business days after the end of the month in which the reduction in Compensation is made. 4.9 Rollover Contributions, Roth Rollover Contributions, and After-Tax Rollover Contributions At the direction of the Committee, at such time as the Committee determines, and in accordance with such rules as the Committee may establish from time to time, the Plan shall accept Rollover Contributions, Roth Rollover Contributions, and After-Tax Rollover Contributions on behalf of an Employee who is eligible to make Pre-Tax and Roth Contributions. Such Rollover, Roth Rollover, and After-Tax Rollover Contributions may be made from: (a) A tax-qualified plan described in Code Sections 401(a) or 403(a), including after- tax employee contributions (“After-Tax Rollover Contribution”) and designated Roth contributions made under a qualified Roth contribution program; (b) An annuity contract described in Code Section 403(b), excluding after-tax employee contributions, but including designated Roth contributions made under a qualified Roth contribution program; (c) An eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, including designated Roth contributions made under a qualified Roth contribution program; and

-22- AmericasActive:14265831.9 (d) An individual retirement account or annuity described in Code Sections 408(a) or (b) that is eligible to be rolled over to a plan qualified under Code Section 401(a) and that would otherwise be includible in gross income. An eligible Employee may make a Rollover Contribution provided that such distribution is received by the Trustee within 60 days after the Employee’s receipt of such payment, or such amount is directly transferred to the Trust Fund from such other above plan, provided that After- Tax Rollover Contributions and Roth Rollover Contributions must be directly transferred to the Plan. The Plan shall separately account for Rollover Contributions, Roth Rollover Contributions, and After-Tax Rollover Contributions. The Employee must furnish the Employer or its designee an Approved Form of Election, including a written statement that the contribution is a Rollover Contribution, Roth Rollover Contribution, and/or After-Tax Rollover Contribution and such other statements and information as may be required by the Committee or its designee in order to establish that such contribution otherwise meets the requirements of law. If the Committee learns that all or part of a Rollover Contribution, Roth Rollover Contribution, or After-Tax Contribution did not meet the requirements of the Code and the Treasury Regulations and rulings thereunder, the Committee shall direct the Trustee to distribute to the Participant the ineligible portion of the Rollover Contribution, Roth Rollover Contribution, and/or After-Tax Contribution (and earnings thereon) that was credited to the Participant’s Account. 4.10 Uniformed Service Absence Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service shall be provided in accordance with Code Section 414(u) and, effective as of January 1, 2007, the Heroes Earnings Assistance Relief Tax Act of 2008.

-23- AmericasActive:14265831.9 SECTION 5 EMPLOYER CONTRIBUTIONS 5.1 Matching Contributions The Employers shall make Matching Contributions to the Plan in accordance with the terms of the applicable Appendices to the Plan. A Participant shall only be eligible for Matching Contributions if, and to the extent, expressly provided for in the applicable Appendix to the Plan. 5.2 Service Based Contributions The Employers shall make Service Based Contributions to the Plan in accordance with the terms of the applicable Appendices to the Plan. A Participant shall only be eligible for Service Based Contributions if, and to the extent, expressly provided for in the applicable Appendix to the Plan. 5.3 Payment, Limitations, Verification, and Form of Payment of Employer Contributions (a) Matching Contributions for a payroll period shall be paid to the Trustee and shall be credited to the Participant’s Match Account in accordance with such rules as the Committee shall establish. (b) Service Based Contributions for a payroll period shall be paid to the Trustee and shall be credited to the Participant’s Service Based Contribution Account in accordance with such rules as the Committee shall establish. (c) The certificate of an independent certified public accountant selected by the Committee as to the accuracy of any amount or calculation under this SECTION 5 shall be conclusive on all persons. (d) In no event shall an Employer’s share of the contributions described in this SECTION 5 exceed an amount equal to the maximum amount deductible on account thereof by that Employer for purposes of Federal income taxes for the fiscal year for which the contribution is made. (e) Payment to the Trustee of part or all of an Employer’s share of the contributions described in this SECTION 5 shall be made in cash. (f) Matching and Service Based Contributions for any Plan Year shall be due on the last day of the fiscal year for which the contribution is made and, unless paid before, may be paid then or as soon as practicable thereafter, without interest, but no later than the time prescribed by law for filing the Employer’s Federal income tax returns for such fiscal year, including extensions thereof.

-24- AmericasActive:14265831.9 SECTION 6 INVESTMENT AND FEDERAL SIGNAL STOCK PROVISIONS 6.1 Investment Funds The ESOP portion of the Plan is designed to be primarily invested in the Federal Signal Stock Fund, except that the Trustee may hold some of the assets of the Federal Signal Stock Fund in cash pending investment, distribution, reallocation or transfer. The Non-ESOP portion of the Plan shall be invested in one or more Investment Funds designated by the Investment Committee in its discretion for the investment of Participants’ Accounts. The Investment Committee, in its discretion, may from time to time establish new Investment Funds or eliminate existing Investment Funds. Contributions to the Plan may be uninvested pending allocation to the Investment Funds. The investment manager of each Investment Fund, or the Trustee if there is no investment manager, may invest the Investment Fund in short term investments or hold the assets thereof in cash pending investment, distribution, reallocation or transfer. 6.2 Investment Fund Elections and Transfers Each Participant may elect to invest his or her Accounts in whole multiples of 1% up to 100% in any one or more of the Investment Funds. The Participant’s investment election shall apply to all contributions to his or her Accounts. If a Participant fails to make an investment election, his or her Accounts shall be invested in the default investment arrangement specified by the Investment Committee in accordance with ERISA Section 404(c)(5) and related regulations until the Participant elects to change the investment of such Accounts in accordance with this Subsection. The Accounts of Mark Rite Participants shall also be invested in the default investment arrangement specified by the Investment Committee in accordance with ERISA Section 404(c)(5) and related regulations until the Mark Rite Participant elects to change the investment of such Accounts in accordance with this Subsection. In accordance with rules established from time to time by the Committee, a Participant may elect to change his or her investment election (in whole multiples of 1% up to 100%) with respect to future contributions or transfer (in whole multiples of 1% up to 100% or in any dollar amount) all or a part of his or her Accounts from one or more Investment Fund to one or more different Investment Funds. Furthermore, pursuant to rules established by the Plan or an Investment Fund, the Investment Fund may restrict a Participant from transferring into or out of the Investment Fund if the Plan or Investment Fund determines that the Participant’s transfer activity would be detrimental to the Investment Fund. Effective as of January 1, 2007, for any period during which the Plan is an applicable defined contribution plan (as defined in Code Section 401(a)(35)) by virtue of holding publicly traded employer securities, the Committee shall permit Participants and applicable beneficiaries to direct the investment of their Accounts in accordance with Code Section 401(a)(35) and applicable Treasury Regulations or other guidance issued thereunder.

-25- AmericasActive:14265831.9 6.3 Election Procedures Any election to invest Accounts, change investment for new contributions, or make interfund transfers within the Plan (other than an automatic investment election) must be made through an Approved Form of Election. Any such election made before the Close of Business on a Business Day shall be effective and valued as of the day such election is made. Any such election made on a day other than a Business Day, or after the Close of Business on a Business Day, shall be effective and valued as of the next Business Day. Notwithstanding the foregoing, any election with respect to the Federal Signal Stock Fund shall be subject to the availability of short-term investments in such Fund. 6.4 Administration of Federal Signal Stock Fund Except as otherwise provided in Subsection 6.5, distribution of the Participant’s ESOP subaccounts, regardless of the Accounts in which they are held, shall be made in-kind or in cash as directed by the Participant. Any in-kind distribution shall be based on: (i) the total number of shares of Federal Signal Common Stock in the Federal Signal Stock Fund that are attributable to such Participant’s Accounts, valued in accordance with Subsection 6.10 as of the date of distribution, and (ii) cash in the amount equal to the value of a distributable fraction of a share of Federal Signal Common Stock in the Federal Signal Stock Fund attributable to his or her Accounts. The Participant shall at all times have the right to demand that the distribution of his or her ESOP subaccounts be made in the form of shares of Federal Signal Common Stock. Notwithstanding the previous sentence, if the Company’s charter or by-laws restrict the ownership of substantially all outstanding shares of Federal Signal Common Stock to employees or a trust defined in Code Section 401(a), the Committee shall make the entire distribution in cash or in the form of shares of Federal Signal Common Stock, subject to the requirement that such shares be immediately put to the Company under a fair valuation formula. If Federal Signal Common Stock is distributed in the form of cash, the Participant shall receive cash equal to the amount of the “fair market value” of the Federal Signal Common Stock, valued in accordance with Subsection 6.10 as of the date of distribution. For purposes of the shares of Federal Signal Common Stock, which are readily tradable on an established securities market, the term “fair market value” shall be determined based on the prevailing market price. A Participant may elect to diversify any portion of his or her Accounts that is invested in the Federal Signal Stock Fund into one or more different Investment Funds offered under the Plan. To the extent practicable, the Trustee shall follow all instructions with respect to the sale or purchase of Federal Signal Common Stock held in the Federal Signal Stock Fund. However, any election with respect to the Federal Signal Stock Fund shall be subject to the availability of short-term investments, including but not limited to cash, in such fund. 6.5 Dividend Election Any cash dividends paid with respect to shares of Federal Signal Common Stock attributable to any of the Participant’s Accounts invested in the Federal Signal Stock Fund may, as elected by the Participant, be paid in cash to (i) the Plan and reinvested in Federal Signal Common Stock (through the Federal Signal Stock Fund), (ii) the Participant on the dividend payable date, or (iii) the Trustee and distributed by the Trustee to the Participant no later than 90

-26- AmericasActive:14265831.9 days after the end of the Plan Year in which paid to the Trustee. If a Participant fails to make an affirmative election under this Subsection, the Participant shall be deemed to have elected to have the dividend paid to the Plan and reinvested in the Federal Signal Stock Fund. The Committee shall establish rules and procedures for the election, including the procedures for determining the number of shares of Federal Signal Common Stock in each Participant’s ESOP subaccounts on the record date of the dividend. Notwithstanding any other provision of the Plan to the contrary, the dividends to which this election applies shall be fully vested. Reinvested dividends shall be paid to the Plan and credited to the Participant’s ESOP subaccounts in proportion to the interest in the Federal Signal Stock Fund attributable to each Participant’s Account. 6.6 Voting of Shares in Federal Signal Stock Fund The Trustee shall notify each Participant of each meeting of the Company’s shareholders and shall furnish to each Participant copies of the proxy statements and other communications distributed to shareholders in connection with any such meeting. Each Participant shall be entitled to direct the Trustee as to the manner in which any voting rights of shares of Federal Signal Common Stock attributable to his or her proportionate interest (vested or unvested) in the Federal Signal Stock Fund are to be exercised. The Trustee shall exercise the voting rights of such shares in accordance with the most recent and timely direction received by the Trustee from such Participant. If the Trustee does not receive direction with respect to the voting of shares held in the Federal Signal Stock Fund within the time specified in the notification, the Trustee shall vote such shares in the same manner and in the same proportion as the shares for which the Trustee received voting instructions. 6.7 Tendering of Shares in Federal Signal Stock Fund The Trustee shall notify each Participant of any tender offer for, exchange of, or a request or invitation for tenders of Federal Signal Common Stock and shall request from each Participant instructions for the Trustee as to the tendering of Federal Signal Common Stock credited to the Participant’s Accounts. A “tender offer” shall mean any tender or exchange offer for, or request or invitation for tenders or exchanges of, shares of Federal Signal Common Stock and shall include any tender offer made by or on behalf of the Company. Each Participant shall direct the Trustee on the tendering, depositing, selling, exchanging or transferring of shares of Federal Signal Common Stock attributable to the Participant’s proportionate interest in the Federal Signal Stock Fund pursuant to any tender offer. The Trustee shall tender, deposit, sell, exchange or transfer such shares (or shall retain such shares in the Federal Signal Stock Fund) pursuant to a tender offer only in accordance with the most recent and timely direction received by such Participant. However, if the Trustee does not receive tender directions with respect to shares held in the Federal Signal Stock Fund within the time specified in the notification, the Participants to which such shares are attributable shall be deemed to have directed the Trustee that such shares be retained in the Federal Signal Stock Fund subject to all provisions of the Plan, the Trust Agreement, and applicable law. The proceeds of any sale, exchange or transfer of shares of Federal Signal Common Stock pursuant to the direction of a Participant in accordance with this Subsection shall be allocated to Accounts in the same manner, in the same proportion, and as of the same date as the

-27- AmericasActive:14265831.9 shares were sold, exchanged or transferred. Pending receipt of directions as to which of the remaining Investment Funds the proceeds should be invested in, the proceeds shall be invested in the default investment arrangement specified by the Investment Committee in accordance with ERISA Section 404(c)(5) and related regulations. 6.8 Confidentiality of Voting and Tender Directions Except to the extent necessary to provide the Employers with information necessary to accurately maintain Plan and Participant records, the Trustee shall use its best efforts (i) to keep confidential the direction (or the absence thereof) from each Participant in connection with the exercise of voting rights of shares held in the Federal Signal Stock Fund, or with respect to any tender offer, and the identity of such Participant, and (ii) not to divulge such direction or identity to any person or entity, including, without limitation, the Company, any other Employer and any Non-Participating Employer and any director, officer, employee or agent thereof. It is the intent of this Subsection that the Company, each other Employer, and each Non-Participating Employer and their directors, officers, employees and agents not be able to ascertain the direction given (or not given) by any Participant in connection with the exercise of voting rights of such shares or with respect to any tender offer. To the extent that a Participant, Beneficiary or Alternate Payee acts with respect to the exercise of voting rights of shares held in the Federal Signal Stock Fund or the tender, deposit, sale, exchange or transfer of such shares only, such Participant, Beneficiary or Alternate Payee shall be a Fiduciary. 6.9 Invalidity of Voting or Tender Procedures To the extent the Trustee exercises any fiduciary responsibility with respect to the voting, tendering, or withdrawal of tender of shares held in the Federal Signal Stock Fund, the Trustee shall, unless pursuant to the requirements of ERISA or otherwise it is unlawful to do so, (i) take into account directions timely received from Participants as valid direction with respect to the exercise of voting rights or a tender offer, and (ii) to the extent that the Trustee deems it appropriate, take into consideration any relevant non-financial factors (in addition to any financial factors) bear in the exercise voting rights or in the sale, exchange, transfer, or tender or in the exercise of withdrawal rights. 6.10 Unitized Federal Signal Stock Fund Participants invested in the Federal Signal Stock Fund hold units of such fund. A unit of the Federal Signal Stock Fund holds shares of Federal Signal Common Stock and cash. Each day, Additions to and Reductions from (each as defined below) the Federal Signal Stock Fund are totaled. If the cash in the Federal Signal Stock Fund is above or below the amount required to settle these trades, shares of Federal Signal Common Stock are traded on the open market. At the Close of Business on each Business Day, all transactions for such day are combined and the total value of the Federal Signal Stock Fund is divided by the number of units in such fund to determine the fund’s Net Asset Value (“NAV”). NAV is the price used to determine the value of Participants’ ESOP subaccounts. The number of shares of Federal Signal Common Stock in the Federal Signal Stock Fund attributable at any particular time to the interest of a Participant shall be the approximate product

-28- AmericasActive:14265831.9 of the total number of shares then held in the Federal Signal Stock Fund multiplied by a fraction, the numerator of which is the value of the Federal Signal Stock Fund then in the Participant’s ESOP subaccount and the denominator of which is the total value of the Federal Signal Stock Fund. The value of a unit in the Federal Signal Stock Fund (“Closing Unit Value”) shall be determined on each Business Day by dividing the fair market value of such fund by the number of units in such fund before taking into account Additions to and Reductions from such fund. After the Closing Unit Value is determined at the Close of Business on each Business Day, the total number of units in the Federal Signal Stock Fund shall be re-determined to take into account new units resulting from Additions to such fund and canceled units resulting from Reductions from such fund. As of the Close of Business on such Business Day, the total number of new units resulting from Additions to the Federal Signal Stock Fund shall equal the total amount of the Additions to such fund divided by the Closing Unit Value. As of the Close of Business on such Business Day, the total number of units to be canceled under the Federal Signal Stock Fund shall equal the total amount of Reductions from such fund divided by the Closing Unit Value. Whenever all or any part of the balances in the Federal Signal Stock Fund is reduced as a result of a Reduction, the reduced amount shall equal the Closing Unit Value multiplied by the number of whole and fractional units credited to such Accounts. For purposes of this Subsection, “Addition” means any amounts added to the Federal Signal Stock Fund during the day as a result of contributions to, reinstatement of Accounts and interfund transfers since the Close of Business on the immediately preceding Business Day. For purposes of this Subsection, “Reduction” means any amounts reduced from the Federal Signal Stock Fund as a result of any in-service withdrawals, loans, distributions, interfund transfers, return of any excess amounts, and forfeitures since the Close of Business on the immediately preceding Business Day. 6.11 Valuation of Investment Funds As of each Business Day, the Trustee shall report to the Investment Committee the fair market value of the assets of each Investment Fund and the number and value of units in the Federal Signal Stock Fund. The fair market value of an Investment Fund shall be the value of such Investment Fund as of the Close of Business on such Business Day. The number and value of units in the Federal Signal Stock Fund shall be determined in accordance with Subsection 6.10. 6.12 Voting of Shares in Mutual Funds Shares of mutual funds held in a Participant’s Accounts shall be voted on his or her behalf by the Trustee. In making voting decisions on the mutual fund shares, the Trustee shall vote the shares in the long-term, economic best interests of Plan Participants.

-29- AmericasActive:14265831.9 7.1 Participants’ Accounts SECTION 7 ACCOUNTS The Committee shall maintain or cause to be maintained the following separate Accounts for each Participant, as applicable: (a) After-Tax Account. An After-Tax Account shall be maintained for each Participant on whose behalf any After-Tax Contributions were made to this Plan and/or any after-tax contributions were made under a Prior Plan. Such contributions, and any earnings and losses on those contributions, shall be allocated to the Participant’s After-Tax Account. (b) After-Tax Rollover Account. An After-Tax Rollover Account shall be maintained for each Participant on whose behalf any After-Tax Rollover Contributions have been made to this Plan and/or any after-tax contributions have been transferred or rolled over from a Prior Plan. Such contributions, and any earnings and losses on those contributions, shall be allocated to the Participant’s After-Tax Rollover Account. (c) Catch-Up Account. A Catch-Up Account shall be maintained for each Participant on whose behalf any Catch-Up Contributions (other than Roth Catch- Up Contributions) are made to this Plan and/or any catch-up contributions (other than Roth catch-up contributions) were made under a Prior Plan. Such contributions, and any earnings and losses on those contributions, shall be allocated to the Participant’s Pre-Tax Account. (d) Match Account. A Match Account shall be maintained for each Participant on whose behalf any Matching Contributions are made to this Plan and/or any matching contributions were made under a Prior Plan. Such contributions, and any earnings and losses on those contributions, shall be allocated to the Participant’s Match Account. (e) Pre-Tax Account. A Pre-Tax Account shall be maintained for each Participant on whose behalf any Pre-Tax Contributions are made to this Plan and/or any pre- tax contributions were made under a Prior Plan. Such contributions, and any earnings and losses on those contributions, shall be allocated to the Participant’s Pre-Tax Account. (f) Prior Plan ESOP Account. A Prior Plan ESOP Account shall be maintained for each Participant on whose behalf contributions were made under an employee stock ownership plan, which was maintained by Elgin Sweeper Company and merged into this Plan. Such contributions, and any earnings and losses on those contributions, shall be allocated to the Participant’s Prior Plan ESOP Account.

-30- AmericasActive:14265831.9 (g) Qualified Nonelective Account. A Qualified Nonelective Account shall be maintained for each Participant on whose behalf any qualified nonelective contributions are made to this Plan, any special retirement contributions were made to this Plan prior to the Effective Date, and/or any qualified nonelective contributions were made under a Prior Plan. Such contributions, and any earnings and losses on those contributions, shall be allocated to the Participant’s Qualified Nonelective Account. Such Account shall satisfy the vesting requirements of Treasury Regulation Section 1.401(k)-1(c) and be subject to the distribution requirements of Treasury Regulation Section 1.401(k)-1(d). (h) Rollover Account. A Rollover Account shall be maintained for each Participant on whose behalf any Rollover Contributions (other than After-Tax or Roth Rollover Contributions) have been made to this Plan and/or any rollover contributions (other than after-tax or Roth rollover contributions) have been transferred or rolled over from a Prior Plan. Such contributions, and any earnings and losses on those contributions, shall be allocated to the Participant’s Rollover Account. (i) Roth Account. A Roth Account shall be maintained for each Participant on whose behalf any Roth Contributions are made to this Plan and/or any Roth contributions were made under a Prior Plan. Such contributions, and any earnings and losses on those contributions, shall be allocated to the Participant’s Roth Account. (j) Roth Catch-Up Account. A Roth Catch-Up Account shall be maintained for each Participant on whose behalf any Roth Catch-Up Contributions are made to this Plan and/or any Roth catch-up contributions were made under a Prior Plan. Such contributions, and any earnings and losses on those contributions, shall be allocated to the Participant’s Roth Account. (k) Roth Rollover Account. A Roth Rollover Account shall be maintained for each Participant on whose behalf any Roth Rollover Contributions have been made to this Plan and/or any Roth contributions have been transferred or rolled over from a Prior Plan. Such contributions, and any earnings and losses on those contributions, shall be allocated to the Participant’s Roth Rollover Account. (l) Service Based Contribution Account. A Service Based Contribution Account shall be maintained for each Participant on whose behalf any Service Based Contributions are made to this Plan, any retirement transition contributions were made to this Plan prior to the Effective Date, and/or any profit sharing contributions were made under a Prior Plan. Such contributions, and any earnings and losses on those contributions, shall be allocated to the Participant’s Service Based Contribution Account. The Committee may establish such rules and procedures relating to the maintenance, adjustment, and liquidation of Participants’ Accounts, and the crediting of contributions and income, losses, expenses, appreciation, and depreciation attributable thereto, as are considered necessary or

-31- AmericasActive:14265831.9 advisable. In addition to the Accounts described above, the Committee may maintain such other Accounts in the names of Participants or otherwise as the Committee considers necessary or desirable. 7.2 ESOP Subaccounts The Committee shall maintain or cause to be maintained separate subaccounts in the Accounts of each Participant to reflect the value of the Participant’s balances in the ESOP portion of the Plan and the Non-ESOP portion of the Plan. The ESOP subaccount shall reflect the portion of each Account invested in the Federal Signal Stock Fund. The Non-ESOP subaccount shall reflect the portion of each Account invested in all Investment Funds other than the Federal Signal Stock Fund. 7.3 Adjustment of Accounts Pursuant to rules established by the Committee and applied on a uniform basis, and subject to a Participant’s dividend election under Subsection 6.5, a Participant’s or Beneficiary’s Accounts shall be adjusted on each Business Day to reflect the fair market value (as defined in Subsection 6.4) of the various Investment Funds as of such date, including adjustments to reflect any distributions (including withdrawals), contributions, rollovers, loans, transfers between Investment Funds, income, losses, expenses, appreciation or depreciation with respect to such Accounts since the previous Business Day. Such Accounts shall continue to be so adjusted until all amounts in such Accounts are paid. 7.4 Statement of Account At such times and in such manner as determined by the Committee, each Participant shall be furnished with a statement reflecting the condition of his or her Accounts in the Trust Fund. 7.5 Accounts for Alternate Payees A separate Account shall be established for an Alternate Payee entitled to any portion of a Participant’s Account under a Qualified Domestic Relations Order in accordance with procedures established by the Committee and applicable law. Such separate Account shall be valued and accounted for in the same manner as any other Account. Pursuant to the terms of the Qualified Domestic Relations Order, an Alternate Payee may receive a distribution of his or her benefits in the same manner as if such Alternate Payee were a Participant at any time after the Qualified Domestic Relations Order has been approved by the Committee, without regard to whether such distribution is made or commences prior to the Participant’s earliest retirement age (as defined in Code Section 414(p)(4)(B)). If a separate Account has been established on behalf of an Alternate Payee but all of the amounts in the Account have not yet been distributed, the Alternate Payee may direct the investment of such Account in the same manner as if such Alternate Payee were a Participant. Subject to the Committee’s rules, an Alternate Payee may designate one or more Beneficiaries to receive payment of the Alternate Payee’s separate Account under the Plan in the same manner as if such Alternate Payee were a Participant, except that the Alternate Payee may designate an alternate Beneficiary other than his or her Spouse without such Spouse’s consent.

-32- AmericasActive:14265831.9 7.6 Order and Timing of Withdrawals, Loans, and Distributions Any amounts to be paid to a Participant, a Beneficiary, or an Alternate Payee shall be withdrawn from his or her Accounts on a pro rata basis or in such other order established by the Committee for withdrawals, loans, and distributions from the Plan. The withdrawal, loan, or distribution shall be valued or processed (i) as of the day on which such request is received by the Committee or its designee, if such request is received before the Close of Business on a Business Day, or (ii) as of the next Business Day, if such request is received by the Committee or its designee on a day other than a Business Day or after the Close of Business on a Business Day. In addition, each payment shall be charged against the Investment Funds in the applicable Account on a pro rata basis.

-33- AmericasActive:14265831.9 SECTION 8 CONTRIBUTION AND BENEFIT LIMITATIONS 8.1 Contribution Limitations For each Limitation Year, the Annual Addition to a Participant’s Account shall not exceed the lesser of $57,000 (as adjusted for cost-of-living increases under Code Section 415(d)) or 100% of the Participant’s Code Section 415 Compensation for the Limitation Year, subject to the following: (a) The compensation limit described above shall not apply to any contribution for medical benefits (within the meaning of Code Section 401(h) or Code Section 419A(f)(2)) after severance from employment that is otherwise treated as an Annual Addition. (b) The Committee shall take any actions it deems advisable to avoid an Annual Addition in excess of Code Section 415; provided, however, if a Participant’s Annual Addition for a Limitation Year actually exceeds the limitations of this Subsection, the Committee shall correct such excess in accordance with applicable guidance issued by the Internal Revenue Service. Any such correction of excess Annual Additions shall be charged against the Investment Funds in the applicable Account on a pro rata basis; provided, however, that the reduction of an excess Annual Addition of a director, officer or other principal stockholder of the Company subject to the requirements of Section 16(b) of the Securities Exchange Act of 1934 shall not decrease his or her interest in the Federal Signal Stock Fund. (c) Annual Additions shall be subject to Code Section 415 and applicable Treasury Regulations issued thereunder, the requirements of which are incorporated herein by reference to the extent not specifically provided above or in Subsection 8.2. 8.2 Combining of Plans In applying the limitations set forth in Subsection 8.1, reference to the Plan shall mean this Plan and all other defined contribution plans (whether or not terminated) maintained by the Related Employers. In complying with the requirements of Subsection 8.1, a Participant’s Annual Additions shall be limited by first reducing annual additions under the plan under which the Participant is then currently covered (or was most recently covered) as an active employee, then under the next most recent plan that covered the Participant as an active employee, and so on in reverse chronological order through all aggregated plans, until the Participant’s Annual Additions have been reduced sufficiently to comply with Code Section 415 and Subsection 8.1. 8.3 Dollar Limitations on Pre-Tax and Roth Contributions No Participant shall make Pre-Tax Contributions and/or Roth Contributions under this Plan, or elective deferrals under any other qualified plan maintained by an Employer, during any calendar year in excess of $19,500 (or such other amount as the Secretary of the Treasury shall

-34- AmericasActive:14265831.9 specify from time to time pursuant to Code Section 402(g)), excluding Catch-Up Contributions and Roth Catch-Up Contributions. As of each December 31, the Committee or its designee shall determine the total Pre-Tax Contributions and Roth Contributions made by each Participant during the calendar year. In the event that such total exceeds the above limitation, such “Excess Deferrals” (and any income allocable thereto determined in accordance with Subsection 8.6) shall be paid to the Participant by the following April 15. If a Participant has made both Pre-Tax Contributions and Roth Contributions, the Participant’s Roth Contributions shall be reduced first, and second Pre-Tax Contributions, to the extent necessary to satisfy the limitation. If a Participant’s total elective deferrals under this Plan and any other plan of another employer for any calendar year exceed the maximum annual amount described above, the Participant may notify the Committee in writing (on or before March 1 of the next following calendar year) of the Participant’s election to have all or a portion of the Participant’s Pre-Tax Contributions and/or Roth Contributions (and the income allocable thereto determined in accordance with Subsection 8.6) under this Plan distributed in accordance with this Subsection. In addition, any Matching Contributions attributable to amounts distributed under this Subsection (and any income allocable thereto determined in accordance with Subsection 8.6) shall be forfeited and shall be used to reduce future Matching Contributions of the Participant’s Employer under the Plan or to pay expenses of the Plan. 8.4 Percentage Limitations on Pre-Tax and Roth Contributions Subject to Subsection 8.8, in no event shall the Average Deferral Percentage (defined below) of the Participants who are Highly Compensated Employees for any Plan Year exceed the greater of: (a) The Average Deferral Percentage of all other Participants for such Plan Year multiplied by 1.25; or (b) The Average Deferral Percentage of all other Participants for such Plan Year multiplied by 2.0, provided that the Average Deferral Percentage of the Participants who are Highly Compensated Employees does not exceed that of all other eligible Participants by more than two percentage points. In accordance with applicable Treasury Regulations, an eligible Employee’s “Average Deferral Percentage” for a Plan Year means the ratio of A to B, where A equals the sum of the Pre-Tax and Roth Contributions actually paid to the Trust on behalf of each such eligible Employee for a Plan Year, and B equals the eligible Employee’s Testing Compensation for such Plan Year. From time to time during the Plan Year, the Committee may determine whether the limitation of this Subsection shall be satisfied and may limit the Pre-Tax and/or Roth Contributions to be withheld on behalf of Highly Compensated Employees or may refund Pre-Tax and/or Roth Contributions previously withheld. If, after the end of the Plan Year, the limitations of this Subsection are not satisfied, the Committee shall either refund Pre-Tax and/or Roth Contributions previously withheld on behalf of Highly Compensated Employees, or an Employer may make qualified nonelective employer contributions. If a Participant has made both Pre-Tax Contributions and Roth Contributions, the Participant’s Roth Contributions shall be limited first (or refunded first, as the case may be), and Pre-Tax Contributions second, to the extent necessary to satisfy the limitation.

-35- AmericasActive:14265831.9 If Pre-Tax and/or Roth Contributions made on behalf of Highly Compensated Employees are refunded to satisfy the limitations of this Subsection, the Committee shall determine the amount of Excess Contributions and shall refund such amounts on the basis of the Highly Compensated Employees’ contribution amounts. “Excess Contributions” mean the amount by which Pre-Tax and/or Roth Contributions for a Plan Year made on behalf of Highly Compensated Employees exceeds the above limitations. Excess Contributions previously withheld (and any income allocable thereto determined in accordance with Subsection 8.6) shall be distributed within 2½ months after the close of the Plan Year to which they relate. If a Participant has made both Pre- Tax Contributions and Roth Contributions, the Participant’s Roth Contributions shall be distributed first, and Pre-Tax Contributions second, to the extent necessary to satisfy the limitation. In addition, any Matching Contributions attributable to such Excess Contributions (and any income allocable thereto determined in accordance with Subsection 8.6) shall be forfeited and shall be used to reduce future Matching Contributions of the Participant’s Employer or to pay Plan expenses. In order to meet the above requirements and the requirements described in the following Subsection, any Employer may establish a special rate of qualified nonelective employer contributions applicable only to certain Participants who are not Highly Compensated Employees of such Employer. The timing and amount of such qualified nonelective employer contributions shall satisfy the requirements of Treasury Regulations. 8.5 Percentage Limitations on After-Tax Contributions Subject to Subsection 8.8 and except for Participants subject to a collective bargaining agreement, prior to the 2020 Plan Year, in no event shall the Average Contribution Percentage (defined below) of the Participants who are Highly Compensated Employees for any Plan Year exceed the greater of: (a) The Average Contribution Percentage of all other Participants for such Plan Year multiplied by 1.25; or (b) The Average Contribution Percentage of all other Participants for such Plan Year multiplied by 2.0, provided that the Average Contribution Percentage of the Participants who are Highly Compensated Employees does not exceed that of all other Participants by more than two percentage points. In accordance with applicable Treasury Regulations, an eligible Employee’s “Average Contribution Percentage” for a Plan Year means the ratio of A to B, where A equals the After- Tax Contributions made by or on behalf of each such eligible Employee for a Plan Year, and B equals the eligible Employee’s Testing Compensation received by the Employee for such Plan Year. From time to time during the Plan Year, the Committee may determine whether the limitation of this Subsection shall be satisfied and, to the extent necessary to ensure compliance with such limitation, may limit the After-Tax Contributions to be withheld on behalf of Highly Compensated Employees not subject to a collective bargaining agreement or may refund After- Tax Contributions previously withheld. If, after the end of the Plan Year, the limitations of this Subsection are not satisfied, the Committee may refund After-Tax Contributions previously

-36- AmericasActive:14265831.9 withheld on behalf of Highly Compensated Employees not subject to a collective bargaining agreement. If After-Tax Contributions made on behalf of such Highly Compensated Employees are refunded to satisfy the limitation of this Subsection, the Committee shall determine the amount of “Excess After-Tax Contributions” and shall refund such amounts on the basis of such Highly Compensated Employees’ contribution amounts. “Excess After-Tax Contributions” mean the amount by which After-Tax Contributions for a Plan Year made by or on behalf of Highly Compensated Employees exceed the above limitations. Excess After-Tax Contributions previously withheld (and any income allocable thereto determined in accordance with Subsection 8.6) shall be distributed within 2½ months after the close of the Plan Year to which they relate. In lieu of distributing Excess After-Tax Contributions, an Employer may make qualified nonelection employer contributions described in the preceding Subsection. 8.6 Calculating Income Allocable to Excess Deferrals and Contributions The income allocable to a distribution to a Participant for a Plan Year (as required under Subsections 8.1, 8.3, 8.4, and 8.5) shall be determined under any method permitted under Treasury Regulations and selected by the Committee, provided such method does not discriminate in favor of Highly Compensated Employees, is used consistently for all Participants and for all corrective distributions for the Plan Year, and is based on the method for allocating income to Participants’ Accounts. No income or loss shall be allocated to Excess Deferrals, Excess Contributions, or Excess After-Tax Contributions for the period between the end of the Plan Year in which such Excess Deferrals, Excess Contributions, and/or Excess After-Tax Contributions arose and the date of distribution of such amounts. 8.7 Corrective Contributions/Reallocations In addition to the powers described in Subparagraph 13.5(j), the Committee may take the following actions to correct errors in the administration of the Plan: (a) If, with respect to any Plan Year, an administrative error results in a Participant’s Account not being properly credited with Pre-Tax Contributions, Roth Contributions, After-Tax Contributions (prior to January 1, 2020), Rollover Contributions, After-Tax Rollover Contributions, Roth Rollover Contributions, Matching Contributions or Service Based Contributions, or earnings on any such amounts, the Committee may take corrective action, including, but not limited to, one or more of the following corrective actions, in order to place such Participant’s Account in the position that the Account would have been in had no error occurred: (i) Direct additional contributions to be made to such Participant’s Accounts; (ii) Reallocate existing contributions among the Accounts of affected Participants; or

-37- AmericasActive:14265831.9 (iii) Such other actions as it considers desirable under the circumstances as are consistent with the principles of the Employee Plans Compliance Resolution System set forth in Revenue Procedure 2019-19 and/or subsequent guidance published in the Internal Revenue Bulletin. (b) If, with respect to any Plan Year, an administrative error results in an amount being credited to the Account of a Participant or any other individual who is not otherwise entitled to such amount, the Committee may take corrective action, including but not limited to: (i) Direct the forfeiture of amounts erroneously credited (with such forfeitures to be used to reduce future Employer contributions or other contributions to the Plan); (ii) Reallocate such erroneously credited amounts to other Participants’ Accounts; or (iii) Such other actions as it considers desirable under the circumstances as are consistent with the principles of the Employee Plans Compliance Resolution System set forth in Revenue Procedure 2019-19 and/or subsequent guidance published in the Internal Revenue Bulletin. 8.8 Safe Harbor Contributions Notwithstanding Subsections 8.4, 8.5, or any other provisions of the Plan to the contrary, with respect to Participants who are not subject to a collective bargaining agreement, the Plan satisfies the nondiscrimination requirements of Code Section 401(k), and the nondiscrimination requirements of Code Section 401(m) with respect to Matching Contributions, in accordance with the safe harbor method based on Matching Contributions as described in Code Sections 401(k)(12) and 401(m)(11).

-38- AmericasActive:14265831.9 SECTION 9 VESTING AND FORFEITURES 9.1 Participant Contributions A Participant shall at all times be 100% vested in his or her Pre-Tax, Roth, After-Tax, Catch-Up, Roth Catch-Up, Rollover, After-Tax Rollover, and Roth Rollover Accounts. 9.2 Matching Contributions Each Participant who terminates employment with the Related Employers on or after Normal Retirement Age or by reason of death or Disability (or by reason of death (effective as of January 1, 2007) or Disability while performing qualified military service (within the meaning of Code Section 414(u)(5)), shall be 100% vested in any Matching Contributions made to his or her Match Account. Each other Participant shall vest in his or her Matching Contributions as described in the applicable Appendix. 9.3 Service Based Contributions Each Participant, who terminates employment with the Related Employers on or after Normal Retirement Age or by reason of death or Disability (or by reason of death (effective as of January 1, 2007) or Disability while performing qualified military service (within the meaning of Code Section 414(u)(5)), shall be 100% vested in any Service Based Contributions made to his or her Service Based Contribution Account. Each other Participant shall vest in his or her Service Based Contributions as described in the applicable Appendix. 9.4 Qualified Nonelective Contributions A Participant shall at all times be 100% vested in his or her Qualified Nonelective Account. 9.5 Prior Plan ESOP Contributions A Participant shall vest in his or her Prior Plan ESOP Account in accordance with the following table: Number of Years of Vesting Service Vesting Percentage Less than 1 0% 1 but less than 2 50% 2 but less than 3 75% 3 or more 100%

-39- AmericasActive:14265831.9 9.6 Amendments to Vesting Schedule No amendment to the Plan’s vesting schedules shall deprive a Participant of nonforfeitable rights to benefits accrued prior to the date of such amendment. If the Plan’s vesting schedule is amended, each Participant with at least three years of Vesting Service may elect to have his or her nonforfeitable percentage determined without regard to such amendment. The period during which the election may be made shall commence with the date the amendment is adopted and shall end on the later of 60 days after the amendment is adopted, 60 days after the amendment is effective, and 60 days after the Participant receives written notice of the amendment. 9.7 Forfeitures Any portion of a Participant’s Accounts that do not vest shall be regarded as forfeitures upon such Participant’s Severance From Service. All forfeited amounts shall be used to reduce contributions of the Participant’s Employer or to pay Plan expenses. Pending allocation to reduce Employer contributions, such amounts shall be invested as directed by the Investment Committee or its designee. 9.8 Reinstatement of Accounts for Rehires If an inactive Participant who has made Pre-Tax or Roth Contributions resumes employment and again becomes a Participant at any time, or if an inactive Participant who was partially vested in any Matching Contributions or Service Based Contributions resumes employment and again becomes a Participant before incurring a Break in Service of five years, the portion of the Participant’s Accounts that was previously forfeited shall be reinstated if (i) such Participant has not received a distribution from the Plan, or (ii) such Participant received a distribution of less than the full amount of his or her Accounts repays in cash the amount of his or her previously distributed Accounts. Any such repaid amount shall be nonforfeitable. Reinstated amounts shall be invested in the default investment arrangement specified by the Investment Committee in accordance with ERISA Section 404(c)(5) and related regulations until such Participant makes an investment election on an Approved Form of Election with respect to such amounts. 9.9 Death Benefits under Qualified Military Service Notwithstanding any provision of the Plan to the contrary, effective as of January 1, 2007, in the case of a Participant who dies while performing qualified military service (as defined in Code Section 414(u)), the survivor(s) of the Participant shall be entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death.

-40- AmericasActive:14265831.9 10.1 Form of Payment SECTION 10 PAYMENTS Subject to Subsections 10.2 and 10.6, after each Participant’s Severance From Service, the vested value of the Participant’s Accounts shall be paid to or for the benefit of the Participant or his or her Beneficiary in one or more of the following forms of payment as the Participant or his or her Beneficiary elects: (a) By a single payment in cash; (b) By monthly, quarterly, semi-annual or annual installments in cash during a period not to exceed the life expectancy of the Participant or the joint life expectancy of the Participant and his or her designated Beneficiary determined at the date payments begin; provided, however, that unless the Participant elects otherwise, all distributions of the Participant’s ESOP Subaccounts shall be made over a period not longer than five years, in compliance with Code Section 409(o); or (c) By one or more payments in accordance with Paragraph (a) or (b) above, except that such payment(s) shall be made in whole shares of Federal Signal Common Stock, to the extent that the portion of such Participant’s Account balances allocated to the Federal Signal Stock Fund is evenly divisible by the fair market value of such stock on the Business Day as of which such value is determined, and the remainder of such Participant’s Account in cash. 10.2 Time of Payment Following a Participant’s Severance From Service, distribution of the balance of a Participant’s Account shall be made or commence as follows: (a) Consent Required. Payment of a Participant’s Accounts (as determined pursuant to Subsection 10.1) shall be made pursuant to the Participant’s request for payment and within the time frame established by the Committee. If the vested value of a Participant’s Accounts exceeds $5,000, such vested value shall not be paid without his or her consent. Unless a Participant elects otherwise, payment of the Participant’s Accounts shall be paid in a single cash payment not later than the 60th day after the close of the Plan Year in which the latest of: (i) the Participant’s attainment of Normal Retirement Age; (ii) the tenth anniversary of the Participant’s participation in the Plan, and (iii) the Participant’s Severance From Service date. (b) Mandatory Distributions. Notwithstanding any other provision of this SECTION 10 to the contrary, the following rules shall apply to a Participant, Beneficiary or Alternate Payee if the vested value of his or her Accounts does not exceed $5,000 (including the balance in his or her Rollover Account, After-Tax

-41- AmericasActive:14265831.9 Rollover Account, and Roth Rollover Account) and he or she does not make a distribution election within the time frame established by the Committee: (i) Account Balance of $1,000 or Less. If the Participant incurs a Severance From Service and if the vested value of his or her Accounts (including the value of his or her Rollover Account, After-Tax Rollover Account, and Roth Rollover Account) does not exceed $1,000, he or she shall receive payment of such vested value in a single cash payment in accordance with rules and procedures established by the Committee; provided, that if the vested value of a Participant’s Accounts is zero, then such vested value shall be deemed paid to the Participant immediately. (ii) Account Balance Over $1,000. If the Participant incurs a Severance From Service and if the vested value of his or her Accounts (excluding the value of his or her Rollover Account, After-Tax Rollover Account, and Roth Rollover Account) is greater than $1,000 but less than or equal to $5,000, such vested value shall be paid in a direct rollover to an individual retirement plan designated by the Committee in accordance with rules and procedures established by the Committee, unless the Participant otherwise elects to have the value of his or her Accounts paid in a single payment in cash or rolled over to an eligible retirement plan in accordance with Subsection 10.3. 10.3 Direct Rollover of Eligible Rollover Distribution If payment of a Participant’s benefits constitutes an Eligible Rollover Distribution, then the Participant or other Eligible Distributee may elect to have such distribution paid directly to an Eligible Retirement Plan. (a) Eligible Distributee means (i) an Employee or former Employee, (ii) an Employee’s or former Employee’s surviving Spouse, (iii) the Employee’s or former Employee’s Spouse or former Spouse who is the Alternate Payee under a Qualified Domestic Relations Order, and (iv) an individual who is a non-Spouse designated Beneficiary (as defined by Section 401(a)(9)(E) of the Code) of the Employee or former Employee. (b) Eligible Retirement Plan means (i) an individual retirement account described in Code Section 408(a), (ii) an individual retirement annuity described in Code Section 408(b) (other than an endowment contract), (iii) an annuity plan described in Code Section 403(a), (iv) a qualified trust described in Code Section 401(a), (v) an annuity contract described in Code Section 403(b), (vi) an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, or (vii) a Roth IRA as described in Code Section 408A. The definition of an Eligible Retirement Plan shall also apply in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a Qualified Domestic Relations Order. In the case of a non-Spouse

-42- AmericasActive:14265831.9 designated Beneficiary, an Eligible Retirement Plan includes only an individual retirement account or annuity described in Code Section 408(a) or (b) or 408A, solely to the extent permitted under Code Section 402(c)(11) and the Treasury Regulations and other guidance issued thereunder. (c) Eligible Rollover Distribution means any distribution of all or any portion of the balance to the credit of the Eligible Distributee, except that an Eligible Rollover Distribution does not include: (i) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Eligible Distributee or the joint lives (or joint life expectancies) of the Eligible Distributee and the Eligible Distributee’s designated Beneficiary, or for a specified period of ten years or more, (ii) any distribution to the extent such distribution is required under Code Section 401(a)(9), (iii) any distribution made on account of financial hardship, and (iv) any distribution of less than $200. A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of After-Tax Contributions which are not includible in gross income. However, such portion may be transferred to an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b) (other than an endowment contract), an annuity plan or contract described in Code Section 403(a) or 403(b), a qualified plan described in Code Section 401(a), or a Roth IRA (solely to the extent allowed under the Code), only if such individual retirement account, individual retirement annuity, annuity plan or contract, qualified trust, or Roth IRA agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible. A rollover distribution to a Roth IRA must satisfy the requirements of Code Sections 402(c) and 408A. Notwithstanding any provision of the Plan to the contrary, a direct rollover of a distribution from amounts in a Participant’s Roth Account and Roth Rollover Account may only be made to another Roth elective deferral account under an applicable retirement plan described in Code Section 402A(e)(1) or to a Roth IRA described in Code Section 408A, and only to the extent the rollover is permitted under the rules of Code Section 402(c). 10.4 Distribution of Roth Accounts A qualified distribution from a Participant’s Roth Account and/or Roth Rollover Account is not includable in the Participant’s gross income. A qualified distribution is generally a distribution that is made after a Participant has reached the end of the 5-taxable year period of “participation” (as that term is defined in Treasury Regulation Section 1.402A-1, Q&A-4) in a designated Roth account and that either: (a) Is made on or after the date the Participant attains age 59-1/2; (b) Is made after the Participant’s death; or

-43- AmericasActive:14265831.9 (c) Is attributable to the Participant’s being disabled within the meaning of Code Section 72(m)(7). If a Participant makes a direct rollover from another employer’s tax-qualified retirement plan into his or her Roth Rollover Account, then the time spent by such rollover amounts in such other employer’s plan shall be counted for purposes of determining whether the 5-taxable-year period described above has elapsed. 10.5 Designation of Beneficiary At any time before payment of a Participant’s Accounts or, if installment payments have begun, then at any time before payment of the last installment, a Participant may designate a Beneficiary or Beneficiaries (who may be executors or trustees and who shall be the same person or persons for each of the Participant’s Accounts) on an Approved Form of Election. The Participant may change or revoke any such designation on an Approved Form of Election at any time before payment of his or her Accounts or, if installment payments have begun, then at any time before payment of the last installment. A Participant’s Spouse shall in all cases be deemed to be his or her Beneficiary unless (i) the Participant has filed an Approved Form of Election designating a non-Spouse Beneficiary, (ii) the Spouse of the Participant has consented in writing to such designation, (iii) the consent acknowledges the effect of the designation and is witnessed by a notary public, and (iv) such election designates a Beneficiary that may not be changed without further spousal consent, unless the Spouse executed a general written consent expressly permitting changes of the Beneficiary without any requirement of further consent of the Spouse. Notwithstanding the foregoing, the spousal consent requirements shall not apply if the Participant establishes to the satisfaction of the Committee that such written consent may not be obtained because there is no Spouse, the Spouse cannot be located, or other circumstances (as described in Treasury Regulations under Code Sections 401(a)(11) and 417) preclude the necessity of the Spouse’s consent. If the Spouse of a Participant is legally incompetent to give consent, such consent may be given by the Spouse’s legal guardian, which shall include the Participant if he or she is the Spouse’s legal guardian. If the Participant is legally separated or has been abandoned, as provided by a court order, spousal consent shall not be required, except where required provided by a Qualified Domestic Relations Order. Upon a Participant’s death, a Beneficiary may designate a secondary Beneficiary or Beneficiaries to receive payment of the Participant’s Accounts upon the primary Beneficiary’s death. Such designation must be made on an Approved Form of Election prior to entire payment of the Participant’s Accounts. If a deceased Participant failed to designate a Beneficiary as provided above, or if the Beneficiary dies before the Participant or before complete payment of the Participant’s Accounts, the Participant’s Accounts shall be distributed in the following order. (a) To the Participant’s surviving Spouse (determined as of the date of the Participant’s death).

-44- AmericasActive:14265831.9 (b) If Paragraph (a) does not apply because the Participant does not have a Spouse on the date of his or her death, to the legal representative or representatives of the estate of the last to die of the Participant and the Participant’s designated Beneficiary (the “Surviving Payee”) or, if an estate is not opened on behalf of the Participant or Beneficiary, to the duly authorized individual properly designated by any applicable small estate affidavit or similar documentation issued pursuant to applicable state law. (c) If an estate is not opened on behalf of the Surviving Payee, to the duly authorized individual properly designated by any applicable small estate affidavit or similar documentation issued pursuant to applicable state law. (d) If there is no duly authorized individual properly designated by any applicable small estate affidavit or similar documentation issued pursuant to applicable state law, to or for the benefit of one or more of the Surviving Payee’s relatives by blood, adoption or marriage in such proportions as the Committee (or its delegate) determines. 10.6 Minimum Distribution Requirements Notwithstanding any provision of the Plan to the contrary, with respect to distributions made for calendar years beginning on or after January 1, 2003, the Plan shall apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with final and temporary Treasury Regulations under Code Section 401(a)(9) that were issued by the Internal Revenue Service on April 17, 2002 and June 15, 2004 (as corrected on November 22, 2004), including Treasury Regulation Sections 1.401(a)(9)-2 through 1.401(a)(9)-9 and the incidental death benefit requirements of Code Section 401(a)(9)(G). Any provisions of the Plan that are inconsistent with Code Section 401(a)(9) and the Treasury Regulations thereunder shall be deemed inoperative. The Participant’s entire interest shall be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date, which is generally the later of the April 1 following the Participant’s attainment of age 70½ or the date the Participant has a Severance From Service. However, if the Participant is a 5% owner, Plan distributions must commence no later than the April 1 following the Participant’s attainment of age 70½. Benefits must be paid over a period not extending beyond the life expectancy of the Participant or the joint life expectancies of the Participant and his or her Beneficiary. If the Participant dies after installment distributions have begun, payments shall continue under the elected payment form. If the Participant dies before distributions begin, the Participant’s entire interest shall be distributed, or begin to be distributed, no later than the following: (a) If the Participant’s surviving Spouse is the Participant’s sole Beneficiary, distributions to the surviving Spouse shall begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.

-45- AmericasActive:14265831.9 (b) If the Participant’s surviving Spouse is not the Participant’s sole Beneficiary, distributions to the Beneficiary shall begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (c) If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest shall be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s Spouse is the sole Beneficiary and dies after the Participant but before distributions have begun, then Paragraphs (b) and (c) above shall apply as if the Spouse were the Participant. Notwithstanding any provision of this Subsection to the contrary, effective as of January 1, 2009, a Participant or Beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of Code Section 401(a)(9)(H) (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (i) equal to the 2009 RMDs or (ii) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant or the joint lives (or joint life expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at least ten years (“Extended RMDs”), shall receive those distributions for 2009 unless the Participant or Beneficiary chooses not to receive such distributions. Participants and Beneficiaries described in the preceding sentence shall be given the opportunity to elect not to receive the distributions described in the preceding sentence. In addition, 2009 RMDs and Extended RMDs shall be treated as Eligible Rollover Distributions under Subsection 10.3, but shall not be eligible for a direct rollover. 10.7 Missing Persons The Employers and the Committee shall not be required to search for or locate a Participant, Spouse, Alternate Payee or Beneficiary. Each Participant, Spouse, Alternate Payee, and Beneficiary must file with the Committee from time to time in writing his or her post office address and each change of post office address. Any communication, statement, or notice addressed to a Participant, Spouse, Alternate Payee, or Beneficiary at the last post office address filed with the Committee, or if no address is filed with the Committee, then in the case of a Participant, at the Participant’s last post office address as shown on the Employers’ records, shall be considered a notification for purposes of the Plan and shall be binding on the Participant, Spouse, Alternate Payee and Beneficiary for all purposes of the Plan. If the Committee notifies a Participant, Spouse, Alternate Payee, or Beneficiary, and if such person fails to claim Plan benefits or make such person’s whereabouts known to the Committee within two years after the notification, the benefits of the Participant, Spouse, or Beneficiary may be disposed of, to the extent permitted by applicable law, by one or more of the following methods: (a) By retaining such benefits in the Plan; (b) By paying such benefits to a court of competent jurisdiction for judicial determination of the right thereto;

-46- AmericasActive:14265831.9 (c) By forfeiting such benefits in accordance with procedures established by the Committee. If a Participant, Spouse, Alternate Payee or Beneficiary is subsequently located, such benefits shall be restored to the Participant, Spouse, Alternate Payee or Beneficiary under the Plan; or (d) By any equitable manner permitted by law under rules adopted by the Committee. 10.8 Recovery of Benefits In the event a Participant, Spouse, Alternate Payee, or Beneficiary receives a benefit payment from the Plan that is in excess of the benefit payment that should have been made to such Participant, Spouse, Alternate Payee, or Beneficiary or in the event a person other than a Participant, Spouse, Alternate Payee, or Beneficiary receives an erroneous payment from the Plan, the Committee shall have the right, on behalf of the Plan, to recover the amount of the excess or erroneous payment from the recipient. To the extent permitted under applicable law, the Committee may, at its option, deduct the amount of such excess or erroneous payment from any future benefits payable on behalf of a Participant, regardless of whether such amount would otherwise be paid to a Participant, Spouse, or Alternate Payee, Beneficiary who did not receive the overpayment. 10.9 Facility of Payment When a person entitled to benefits under the Plan is under legal disability, or, in the Committee’s opinion, is in any way incapacitated so as to be unable to manage his or her financial affairs, the Committee may direct the Trustee to pay the benefits to such person’s legal representative, or to a relative or friend of such person for such person’s benefit, or the Committee may direct the application of such benefits for the benefit of such person. Any payment made in accordance with the preceding sentence shall be a full and complete discharge of any liability for such payment under the Plan.

-47- AmericasActive:14265831.9 SECTION 11 IN-SERVICE WITHDRAWALS 11.1 Hardship Withdrawals A Participant may, prior to his or her Severance From Service, apply for a hardship withdrawal of all or any part of his or her Pre-Tax Account (excluding earnings credited on Pre- Tax Contributions after December 31, 1988), Roth Account, Rollover Account, After-Tax Rollover Account, Roth Rollover Account, and Prior Plan ESOP Account, as applicable. Notwithstanding the foregoing, effective as of October 1, 2010, each Participant who was a participant in the VESystems 401(k) Plan on or before October 1, 2010 may apply for a hardship withdrawal of all or any part of his or her vested Account balances transferred from the VESystems 401(k) Plan. A hardship withdrawal must be for an immediate and heavy financial need of the Participant for which funds are not reasonably available from other resources of the Participant. A Participant shall be deemed to have an immediate and heavy financial need if the hardship is on account of: (a) Payment of unreimbursed medical expenses described in Code Section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income) previously incurred by the Participant, his or her Spouse, any dependents of the Participant (as defined in Code Section 152 without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)), including any non-custodial child who is subject to the special rule of Code Section 152(e), or Primary Beneficiary, or payment of unreimbursed expenses necessary for these persons to obtain medical care described in Code Section 213(d); (b) Purchase (excluding mortgage payments) of the principal residence of the Participant; (c) Payment of tuition, related educational fees, and room and board expenses, for the next twelve months of post-secondary education for the Participant, his or her Spouse, the Participant’s dependents (as defined in Code Section 152 without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)), or Primary Beneficiary; (d) Prevention of the eviction of the Participant from his or her principal residence or prevention of the foreclosure on the mortgage on his or her principal residence; (e) Payment of burial or funeral expenses for the Participant’s deceased parent, Spouse, children, dependents (as defined in Code Section 152 without regard to the change in definition under Code Section 152(d)(1)(B)), or Primary Beneficiary; (f) Payment of expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code Section 165

-48- AmericasActive:14265831.9 (determined without regard to subsection (h)(5) of Code Section 165 and whether the loss exceeds 10% of adjusted gross income); or (g) Other events provided for in revenue rulings, notices or other documents of general applicability published by the Commissioner of Internal Revenue. For purposes of this Subsection, “Primary Beneficiary” means an individual who a Participant has named as his or her Beneficiary under Subsection 10.5 and who has an unconditional right to all or a portion of the Participant’s Account balances upon the Participant’s death (a contingent or secondary Beneficiary does not qualify). A Participant shall be deemed to have established that the amount is not reasonably available from other resources if the Participant has elected to receive a cash distribution of the dividends paid on the shares of Federal Signal Common Stock attributable to his or her proportionate interest in the Federal Signal Stock Fund and has obtained all other in-service withdrawals, distributions and nontaxable loans available under this Plan and any other plan maintained by his or her Employer. The Committee shall determine whether a financial hardship exists and the amount to be paid as a result of the hardship. When making this determination, the Committee may rely on the Participant’s written representation that his or her immediate and heavy financial need could not be satisfied in whole or in part from other resources reasonably available to him or her. Financial hardship determinations shall be made in accordance with the Code and the applicable Treasury Regulations and using a uniform and nondiscriminatory standard. If the Committee or its designee approves the hardship withdrawal, the hardship withdrawal shall not exceed the amount required to meet the need created by the hardship, including any amounts necessary to pay any Federal income taxes or penalties reasonably anticipated to result from the withdrawal. Notwithstanding any provision of the Plan to the contrary, a Participant who is also a participant in the Federal Signal Corporation Savings Restoration Plan may not request a hardship withdrawal under this Subsection. 11.2 Withdrawals Upon Attainment of Age 59½ Before a Severance From Service, but after attainment of age 59½, a Participant may withdraw of all or any portion of the balance in his or her Pre-Tax Account and Roth Account. Notwithstanding the foregoing, effective as of October 1, 2010, a Participant who was a participant in the VESystems 401(k) Plan on or before such date may also withdraw all or any portion of his or her Account balances transferred from the VESystems 401(k) Plan after attainment of age 59½. 11.3 Withdrawals Upon Attainment of Normal Retirement Age Before a Severance From Service, but after attainment of Normal Retirement Age, a Participant may withdraw of all or any portion of the balances in his or her Accounts.

-49- AmericasActive:14265831.9 11.4 Withdrawals From After-Tax Account Before a Severance From Service, a Participant may withdraw all or any portion of the balances in his or her After-Tax Account once per calendar year. If the Participant withdraws After-Tax Contributions made to the Plan before January 1, 1987, the withdrawal shall come first from the Participant’s After-Tax Contributions, and then, once all of such contributions have been withdrawn, from the investment earnings on such contributions. If the Participant withdraws After-Tax Contributions made to the Plan after December 31, 1986, the withdrawal shall come, pro rata, from both the Participant’s After-Tax Contributions and the investment earnings on those contributions. 11.5 Withdrawals From Rollover Account, After-Tax Rollover Account, and Roth Rollover Account Before a Severance From Service, a Participant may withdraw all or any portion of the balances in his or her Rollover Account, After-Tax Rollover Account, and Roth Rollover Account once per calendar year. 11.6 Withdrawals From Balances Transferred from the PIPs Plan Before a Severance From Service, a Participant who was a participant in the PIPs Technology, Inc. 401(k) Plan (the “PIPs Plan”) on or before April 1, 2008 may withdraw all or any portion of his or her Accounts attributable to balances transferred to the Plan from the PIPs Plan if such Participant incurs a Disability. 11.7 Distributions To Individuals Performing Military Service A Participant, who receives a distribution that meets the requirements of Paragraph (a) below, shall be treated as having received a distribution under Paragraph (a) even if the distribution would also have been permitted under Paragraph (b). (a) Qualified Reservist Distributions: A Participant may withdraw all or a portion of the balances in his or her Pre-Tax Account or Roth Account if: (i) such Participant is a member of a reserve component (as defined in Section 101 of Title 37, United States Code) that is ordered or called to active duty after September 11, 2001, and (ii) the Participant’s tour of active duty has a duration in excess of 179 days or an indefinite period. This withdrawal may only be made during the period that begins on the date of the Participant’s order or call to active duty and ends on the date of the Participant’s active duty. (b) Distributions Related to Deemed Severance From Service: During any period in which the Participant is performing qualified military service described in Code Section 414(u)(5) for more than 30 days, the Participant shall be treated as having incurred a Severance From Service for purposes of receiving a distribution from his or her Pre-Tax Account or Roth Account. If such Participant elects to receive a distribution from his or her Pre-Tax Account or Roth Account, the Participant cannot make Pre-Tax, Catch-Up, Roth, Roth Catch-Up, or, prior to January 1,

-50- AmericasActive:14265831.9 2020, After-Tax Contributions for six months following election and payment of such distribution. 11.8 Application for In-Service Withdrawals An application for any in-service withdrawal under this SECTION 11 must be made through an Approved Form of Election. The minimum amount of any in-service withdrawal is $300. Any withdrawal payment shall be made as soon as practicable.

-51- AmericasActive:14265831.9 12.1 Terms and Conditions of Loans SECTION 12 LOANS Pursuant to procedures the Committee shall establish for loan applications and processing, the Committee may approve loans to Participants, subject to the following terms and conditions. (a) Any application for a loan must be made through an Approved Form of Election. (b) A loan shall be evidenced by a promissory note in a form approved by the Committee and shall provide for repayment over a fixed period and interest at the prevailing rate, which payment period and interest rate shall be determined by the Committee in a uniform manner. (c) At any one time, a Participant may not have outstanding more than one loan. (d) The Participant shall pledge a portion of his or her vested Accounts as security for such loan, and shall pay from such Accounts all reasonable fees related to the processing of any loan. (e) The Committee may permit loan rollovers in cases of acquisitions or dispositions for certain groups during certain periods. 12.2 Amount of Loans The principal amount of any loan made to a Participant, together with the unpaid balance of any other outstanding loans under the Plan and all other qualified employer plans (as defined in Code Section 72(p)(4)) sponsored by a Related Employer, on the date the loan is made, shall not exceed the lesser of (a) or (b) below: (a) $50,000, reduced by the excess (if any) of: (i) the highest outstanding balance of loans under the Plan and all other qualified employer plans during the twelve- month period ending the day before such loan was made, minus (ii) the outstanding balance of such outstanding loans on the date on which such loan was made; or (b) One-half of the total balance of the Participant’s vested Accounts. The minimum loan amount to a Participant shall not be less than $1,000. 12.3 Repayment of Loans A loan shall specify a repayment period that shall not extend beyond five years after the date the loan is made, unless the proceeds of the loan are used to purchase the Participant’s

-52- AmericasActive:14265831.9 principal place of residence, in which case such loan must be repaid within ten years after the date the loan is made. Repayment of each loan shall be made by payroll deduction. Each loan shall require substantially level amortization with payments not less frequently than quarterly. Prepayment of all or a portion of the loan is permitted at any time without penalty by certified check or money order made payable to the Trustee. Pursuant to rules established by the Committee, if a Participant is on an unpaid Approved Leave of Absence, he or she may be permitted to defer repayments for up to one year, and may be given a grace period to repay the loan if a payment is missed. Notwithstanding the foregoing, if a Participant is on an Approved Leave of Absence due to qualified military service, his or her loan repayments may be suspended in accordance with Code Section 414(u)(4), and for the duration of his or her qualified military service, the interest rate on his or her outstanding loan shall be capped at the lesser of the original loan rate or 6%. Loan repayments shall be credited to the Participant’s Accounts from which the loan was made as of the date such payment is received by the Trustee on a pro rata basis. Loan repayments shall be credited to the Investment Funds in accordance with the Participant’s investment election under Subsection 6.2 in effect at the time of loan repayment, and, in the absence of such investment election, to the default investment arrangement specified by the Investment Committee in accordance with ERISA Section 404(c)(5) and related regulations. 12.4 Unpaid Loans A loan which is not repaid when due shall be deemed to be in default and shall be treated as a “deemed distribution” if not repaid within the cure period specified in uniform rules and guidelines established by the Committee. Upon distribution of a Participant’s Accounts before a loan is repaid in full, the unpaid loan balance, together with loan interest, shall become due and payable, and the Trustee shall first satisfy the indebtedness from the Participant’s Account before making any payments to Participant. If a loan defaults, foreclosure on the promissory note and attachment of security on such loan shall not occur until a distributable event occurs under the Plan.

-53- AmericasActive:14265831.9 13.1 Plan Administrator SECTION 13 ADMINISTRATION OF PLAN The Fiduciaries shall have only those specific powers, duties, responsibilities and obligations as are specifically given them under this Plan or the Trust Agreement or delegated to them by the Company. The Company may delegate all or any part of its powers, rights and duties under the Plan to such person or persons as it may deem advisable, including the Benefits Planning Committee, the Committee, the Investment Committee, the Trustee, and such other individuals or entities determined by the Company. The Board of Directors has the sole authority to appoint and remove the members of the Benefits Planning Committee, the Committee, and the Investment Committee. (a) Committee. The Committee shall be the “plan administrator” as defined under ERISA Section 3(16) and the “named fiduciary” as defined under ERISA Section 402(a) of the Plan, except as such duties are delegated to other Fiduciaries under the terms of the Plan. The Committee is responsible for the general administration of the Plan and the carrying out of its provisions. No person shall be ineligible to be a member of the Committee because he or she is, was, or may become a Participant of the Plan. (b) Benefits Planning Committee. The Benefits Planning Committee shall be responsible for carrying out settlor functions reserved by the Company with respect to the Plan, including, without limitation, the authority to amend, modify or terminate the Plan. The Benefits Planning Committee shall also be the “named fiduciary” as defined under ERISA Section 402(a) with respect to oversight of the investment of Plan assets. (c) Investment Committee. The Investment Committee shall be the “named fiduciary” as defined under ERISA Section 402(a) with respect to the investment of Plan assets in accordance with the investment policy established by the Benefits Planning Committee, as it may be amended from time to time. The Investment Committee shall have the sole authority to appoint investment managers and select Investment Funds. The Investment Committee may remove an investment manager at any time, upon reasonable notice. Upon such removal, or upon the resignation of an investment manager, the Investment Committee may appoint another investment manager. (d) Trustee and Investment Managers. The Trustee shall be appointed by the Committee from time to time. The Committee may remove a Trustee at any time, upon reasonable notice, and upon such removal, or upon the resignation of a Trustee, the Committee shall appoint a successor Trustee. The Trustee shall have the sole responsibility for the administration of the Trust and the management of the Trust assets, except that, if the Investment Committee appoints one or more investment managers, each investment manager shall have sole authority and

-54- AmericasActive:14265831.9 responsibility for the investment and reinvestment of such portion of the Investment Funds as the Investment Committee directs. Except as otherwise provided in Subsection 6.12, the investment managers shall have the sole authority to exercise the right to vote proxies with respect to any securities held in the Trust, other than proxies with respect to Federal Signal Stock Fund. (e) Employers. In general, the respective Employers shall have the sole responsibility for making contributions. Each Fiduciary may rely upon any direction, information or action of another Fiduciary with respect to matters within the responsibility of such other Fiduciary and is not required under this Plan or the Trust to inquire into the propriety of any such direction, information or action. To the maximum extent permitted by law, each Fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under this Plan and shall not be responsible for any act or failure to act of another Fiduciary. To the maximum extent permitted by ERISA, no other Fiduciary shall be liable for any loss which may result from a decision of an investment manager with respect to Plan assets under its control. 13.2 Indemnification To the maximum extent permitted by law, the Fiduciaries, those persons to whom a Fiduciary properly delegates any portion of its responsibilities under the Plan and any persons who were, are or become directors, officers or employees of any Employer, and each of them, shall be indemnified and saved harmless by the Employers (to the extent not indemnified of saved harmless under any liability insurance contracts or indemnification arrangements) from and against any and all liability or claim to which the Fiduciaries or such other persons may be subjected by reason of any act done or omitted to be done in good faith with respect to Plan administration other than any liability or claim resulting from such person’s gross negligence or willful misconduct. Such indemnification shall include, but not be limited to, all expenses reasonably incurred in their defense in the event that the Employers failed to provide such defense after having been requested in writing to do so. 13.3 Organization of Committee The Vice President, Human Resources shall act as Chairman of the Committee. Any person appointed by the Chairperson, who may but need not be a member of the Committee, shall act as Secretary. 13.4 Committee Actions The Committee shall hold meetings upon such notice, at such place or places (including by telephone, videoconference, or other electronic means) and at such time or times, as it may from time to time determine. A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions adopted or other action taken by the Committee shall be by vote of a majority of the members of the Committee present at any meeting. Any action required or permitted to be taken by the Committee at a meeting may be taken without a meeting if all members of the Committee unanimously consent in writing to the adoption of a resolution authorizing such action.

-55- AmericasActive:14265831.9 13.5 Committee General Powers, Rights, and Duties Except as otherwise specifically provided in the Plan, and in addition to the powers, rights, and duties specifically given to the Committee elsewhere in the Plan and the Trust, the Committee shall have the following powers, rights, and duties, which shall be exercisable in the sole discretion of the Committee: (a) To adopt and enforce such rules, procedures, and regulations as in its opinion may be necessary for the proper and efficient administration of the Plan and Trust and as are consistent with the Plan and Trust, and to change, alter, or amend such rules, procedures, and regulations. (b) To construe and interpret the provisions of the Plan and make factual determinations, including the remedying of ambiguous provisions. (c) To determine all questions arising in the administration of the Plan, including the power to determine the rights or eligibility of Employees or Participants or any other persons, and the amounts of their benefits (if any) under the Plan, and to remedy ambiguities, inconsistencies, or omissions, correct any defect and supply any information, and any such determination shall be binding on all parties. (d) To employ and suitably compensate such agents, attorneys, accountants, actuaries, recordkeepers, or other persons (who also may be employed by the Employers or the Trustee) to render advice and perform other services as the Committee may deem necessary or advisable to carry out its powers, rights, and duties. (e) To hear, review, and decide claims for benefits (including benefit claims appeals) under the Plan. (f) To direct the Trustee regarding payments or distributions from the Trust Fund in accordance with the provisions of the Plan and Trust. (g) To furnish the Employers and other Fiduciaries with such information as may be required by them for tax or other purposes in connection with the Plan, and to obtain from Fiduciaries and Participants such information as is necessary for the proper administration of the Plan. (h) To prepare reports in accordance with Subsection 13.6. (i) To communicate the Plan and its requirements to Participants in accordance with applicable law. (j) To take such actions as the Committee may deem necessary or advisable to correct any errors in the operation of the Plan.

-56- AmericasActive:14265831.9 13.6 Reports The Committee shall prepare an annual report showing in reasonable detail the assets of the Plan and giving a brief account of the operation of the Plan for the preceding Plan Year. The Committee shall exercise such authority and responsibility as it deems appropriate in order to comply with ERISA, the Code and applicable governmental regulations relating to records of Participants’ employment, Accounts and the percentages thereof which are vested under the Plan; notifications to Participants; annual reports to the Department of Labor; and any and all other reports necessary or desirable to maintain the tax-qualified status of the Plan. 13.7 Information Required by Committee The Employers shall furnish the Committee with such data and information as the Committee may deem necessary or desirable in order to administer the Plan. The records of the Employers as to an Employee’s or Participant’s period of employment, termination of employment and the reason therefore, Approved Leave of Absence, reemployment, date of birth, marital status and compensation shall be conclusive on all persons unless determined to the Committee’s satisfaction to be incorrect. 13.8 Allocations and Delegations of Responsibility The Committee may delegate from time to time to such person or persons as it may deem advisable for the efficient administration of the Plan and Trust all or part of the Committee’s powers, rights, and duties under the Plan and the Trust and may authorize such person to delegate such powers, rights, and duties to other person or persons. Any such delegation may be made to an individual, a committee, or subcommittee established by the Committee, a third party, or any other entity selected by the Committee. The Committee at any time may modify or revoke any such delegation. Any action of a delegatee in the exercise of its delegated responsibilities shall have the same force and effect for all purposes hereunder as if such action had been taken by the Committee. Except as otherwise provided by applicable law, the Committee shall not be liable for any acts or omissions of any such delegatee. The delegatee shall periodically report to the Committee concerning the discharge of its delegated responsibilities. Unless otherwise provided, references in the Plan to the Committee shall include delegatees and designees of the Committee. 13.9 Interested Committee Member If a member of the Committee (or one of its delegatees or designees) also is a Participant in the Plan, he or she may not decide or determine any matter or question concerning distributions of any kind to be made to him or her or the nature or mode of settlement of his or her benefits unless such decision or determination could be made by him or her under the Plan if he or she were not serving on the Committee. 13.10 Removal or Resignation The Committee, or any member thereof, shall hold office until the earlier of (i) his or her termination of employment with the Company, or (ii) until the date that the Committee charter is amended to remove the person from membership of the Committee.

-57- AmericasActive:14265831.9 13.11 Compensation and Expenses The Committee shall perform its duties without compensation. Unless paid by the Employers and except as otherwise provided below, all reasonable costs, charges, and expenses incurred in the administration of this Plan, including expenses incurred by the Committee, compensation to the Trustee, compensation to an investment manager, and any compensation to agents, attorneys, actuaries, accountants, recordkeepers, and other persons performing services on behalf of this Plan or for the Committee shall be paid from the Trust Fund in such portions as the Committee may direct. As directed by the Committee, expenses to be paid from the Trust Fund may be drawn from (i) Participants’ Accounts, in the form of a flat fee, charges for specific services, or a percentage of the value of each Account, (ii) earnings or gains in each Investment Fund or (iii) forfeitures under Subsection 9.7. Expenses directly related to the investment of a particular Investment Fund (such as brokerage, postage, express and insurance charges, and transfer taxes) shall be paid from that Investment Fund. 13.12 Uniform Application of Rules The Committee shall administer the Plan on a reasonable basis. Any rules, procedures, or regulations established by the Committee shall be applied uniformly to all persons similarly situated. 13.13 Committee’s Decision Final Benefits under the Plan shall be paid only if the Committee, or its delegate, decides in its sole discretion that a Participant or Beneficiary (or other claimant) is entitled to them. Subject to applicable law, any interpretation of the provisions of the Plan and any decisions on any matter within the discretion of the Committee made by the Committee, or its delegate, in good faith shall be binding on all persons. A misstatement or other mistake of fact shall be corrected when it becomes known and the Committee shall make such adjustment on account thereof as it considers equitable and practicable.

-58- AmericasActive:14265831.9 SECTION 14 CLAIMS PROCEDURES 14.1 Initial Retirement Benefit Claims In the event of a dispute between the Trustee or Committee and a Participant or Beneficiary over the amount of benefits payable under the Plan, the Participant or Beneficiary may file a claim for benefits by notifying the Committee of such claim. Such notification must be in writing and shall set forth the basis of such claim. The Committee shall decide whether to grant a claim within 90 days of the date on which the claim is received, unless special circumstances require a longer period for review of the claim, and the claimant is notified in writing of the extension of time within the first 90-day period; provided, however, that no extension shall be longer than an additional 90 days beyond the original response deadline. 14.2 Initial Disability Benefit Claims If the claim is for Disability benefits, the Committee shall review the claim within 45 days of the date on which the claim is received. If special circumstances require a longer period for review, and the claimant is notified in writing of the extension of time within the 45-day period, the Committee may extend the time period for responding to the claim by an additional 30 days. If a decision still cannot be made within this 30-day extension period due to circumstances outside the Committee’s control, the Committee may extend the time period for responding to the claim by an additional 30 days, provided that the Committee notifies the claimant in writing of such additional extension prior to the expiration of the original 30-day extension period. 14.3 Initial Claim Processing and Appeal If a claimant has not submitted sufficient information to the Committee to process a benefit claim, the claimant shall be notified of the incomplete claim and given time to submit additional information. This shall extend the time in which the Committee has to respond to the claim from the date the notice of insufficient information is sent to the claimant until the date the claimant responds to the request. If the claimant does not submit the requested missing information to the Committee within a reasonable time period, the claim shall be denied. Whenever a claim for benefits is denied, written notice, prepared in a manner calculated to be understood by the claimant, shall be provided to the claimant, setting forth the specific reasons for the denial, referring to the specific Plan provisions on which the denial is based, explaining the procedures for review of the decision made by the Committee, and explaining the claimant’s right to bring a civil action under ERISA Section 502(a) following a denial on appeal. If the denial is based upon submission of information insufficient to support a decision, the Committee shall specify the information which is necessary to perfect the claim and its reasons for requiring such additional information. If the denial is for a claim for Disability benefits and is based on a lack of medical necessity or because of an experimental, investigational, or unproven treatment or similar exclusion, the written notice shall also include an explanation of

-59- AmericasActive:14265831.9 the scientific or clinical judgment for the claim determination, applying the terms of the Plan to the claimant’s circumstances (or a statement that an explanation shall be provided free of charge upon request). In addition, if the denial is for a claim for Disability benefits filed after April 1, 2018 (a ‘New Disability Claim’), the written notice shall also include a statement that, upon request and free of charge, the claimant shall be provided reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim; either the specific internal rules, guidelines, protocols, standards, or other similar criteria relied upon in making the denial, or a statement that such rules, guidelines, protocols, standards, or similar criteria do not exist; and, if applicable, a discussion of the decision, including the basis for disagreeing with or not following (i) the views of health care professionals treating the claimant and vocational professionals who evaluated the claimant that were provided by the claimant, (ii) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the denial, without regard to whether the advice was relied upon in making the denial, and (iii) a disability determination regarding the claimant made by the Social Security Administration if provided by the claimant. Benefits shall be paid only if the Committee determines in its discretion that a claimant is entitled them. Any request for review must be in writing and shall be addressed to the Committee. The request for review shall set forth all of the grounds upon which it is based, all facts in support thereof, and any other matters which the claimant deems pertinent. The Committee may require the claimant to submit such additional facts, documents, or other material as the Committee may deem necessary or appropriate in making its review. 14.4 Appeal Procedures for Retirement Benefits Any individual whose claim for benefits is denied in whole or in part (or such person’s authorized representative) may appeal the denial by submitting to the Committee a written request for review of the application within 60 days after receiving written notice of the denial from the Committee. The Committee shall give the claimant (or the claimant’s representative) an opportunity to review pertinent documents and to submit written comments and other information (even if such information was not submitted in connection with the initial claim) in preparing such request for review. The Committee shall act upon each request for review within 60 days after receipt thereof unless special circumstances require an extension of time of up to an additional 60 days for processing the request for review. If such an extension of time for review is required, written notice of the extension shall be furnished to the claimant prior to the end of the initial 60-day period; provided, however that such review shall be made no later than 120 days after the Committee’s receipt of the claimant’s written request for review. 14.5 Appeal Procedures for Disability Benefits Any individual whose application for Disability benefits is denied in whole or in part (or such person’s authorized representative) may appeal the denial by submitting to the Committee a written request for review of the application within 180 days after receiving written notice of the denial from the Committee. The Committee shall give the claimant (or the claimant’s representative) an opportunity to review pertinent documents and to submit written comments

-60- AmericasActive:14265831.9 and other information (even if such information was not submitted in connection with the initial claim) in preparing such request for review. The Committee shall act upon each request for review of a Disability claim within 45 days after receipt thereof unless special circumstances require an extension of time of up to an additional 45 days for processing the request for review. If such an extension of time for review is required, written notice of the extension shall be furnished to the claimant prior to the end of the initial 45-day period; provided, however that such review shall be made no later than 90 days after the Committee’s receipt of the claimant’s written request for review. The following rules shall also apply: (i) the review shall be made by a person different from the person who made the initial determination, and such person will not be the original decision-maker’s subordinate or afford deference to the initial claim denial; (ii) in the case of a claim denied on the grounds of a medical judgment, the Committee will consult with a health care professional with appropriate training and experience; (iii) the health care professional who is consulted on appeal shall not be the individual who was consulted during the initial determination or a subordinate of such person; (iv) if the advice of a medical or vocational expert was obtained by the Plan in connection with the denial of a claim, the Committee shall provide the claimant with the names of each such expert, regardless of whether the advice was relied upon. In addition, effective for New Disability Claims, before a denial on appeal may be issued, the Committee will provide the claimant, free of charge, with any new or additional evidence that was considered, relied upon, or generated in connection with the claim. Before a denial on appeal may be issued based on new or additional rationale, the Committee will provide the claimant, free of charge, with such rationale. The Committee will provide such evidence or rationale, as applicable, as soon as possible and sufficiently in advance of the date by which a response to the claimant’s appeal must be provided (as described above) in order to provide the claimant with a reasonable opportunity to respond prior to that date. 14.6 Appeals Processing Within the applicable time periods described above, the Committee shall give written notice of its appeal decision to the claimant. In the event the Committee confirms the denial of the application for benefits in whole or in part, such notice shall set forth, in a manner calculated to be understood by the claimant, the specific reasons for such denial, specific references to the Plan provisions on which the decision was based, a statement that the claimant is entitled to receive, upon request and free of charge, access to and copies of all documents, records, and other information relevant to the benefit claim, a statement regarding the claimant’s right to bring a civil action under ERISA Section 502(a) following a denial on appeal (including, for New Disability Claims, the applicable time limits for doing so and the calendar date on which the time limit expires), and if the denial of an appeal for Disability benefits is based on a lack of medical necessity or because of an experimental, investigational, or unproven treatment or similar exclusion, an explanation of the scientific or clinical judgment for the denial, applying the terms of the Plan to the claimant’s circumstances (or a statement that an explanation shall be provided free of charge upon request). In addition, for an appeal denial of a New Disability Claim, the notice shall also include either the specific internal rules, guidelines, protocols, standards, or other similar criteria relied upon in making the denial, or a statement that such rules, guidelines, protocols, standards, or similar criteria do not exist; and, if applicable, a

-61- AmericasActive:14265831.9 discussion of the decision, including the basis for disagreeing with or not following (i) the views of health care professionals treating the claimant and vocational professionals who evaluated the claimant that were provided by the claimant, (ii) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the denial, without regard to whether the advice was relied upon in making the denial, and (iii) a disability determination regarding the claimant made by the Social Security Administration if provided by the claimant. In the event that the Committee determines that the claim for benefits should not have been denied in whole or in part, the Committee shall take appropriate remedial action. The Committee shall establish rules and procedures, consistent with the Plan and with ERISA, as it may deem necessary or appropriate in carrying out its responsibilities under this Section. The Committee may require a claimant who wishes to submit additional information in connection with a claim or appeal to do so at the claimant’s own expense. No action at law or in equity shall be brought to recover benefits under the Plan until the claim and review process in this SECTION 14 has been exercised and until the Plan benefits requested in such review have been denied in whole or in part (unless a court determines, pursuant to Department of Labor Regulation Section 2560.503-1(l)(2), that the procedures were not followed with respect to New Disability Claims and should be deemed exhausted). If any judicial proceeding is undertaken to appeal the denial of a claim or bring any other action under ERISA other than a breach of fiduciary duty claim, the evidence presented shall be strictly limited to the evidence timely presented to the Committee. In addition, any such judicial proceeding must be filed no later than the earliest of (i) 90 days after the Committee’s final decision regarding the claim appeal, (ii) three years after the date on which the Participant or other claimant commenced payment of the Plan benefits at issue in the judicial proceeding, or (iii) the statutory deadline for filing a claim or lawsuit with respect to the Plan benefits at issue in the judicial proceeding as determined by applying the most analogous statute of limitations for the state of Illinois. All decisions and communications to Participants, Spouses, Beneficiaries, or other persons regarding a claim for benefits under the Plan shall be held strictly confidential by the Participant, Spouse, Beneficiary (or other claimant), and the Committee, the Employers, and their agents.

-62- AmericasActive:14265831.9 SECTION 15 MANAGEMENT OF TRUSTS 15.1 Trustee and Trust Agreement All Plan assets shall be held in the Trust. The Trust shall be held by a Trustee under a Trust Agreement approved by the Committee. The Trust Agreement may provide for the joint administration, and commingling, of the Trust Fund with the funds of any other defined contribution plan established by any Related Employer. The assets of the Trust shall be held, invested and disposed of in accordance with the terms of the Trust Agreement. 15.2 Restrictions as to Reversion of Trust Fund to the Employers Except as otherwise provided in this Subsection, all assets of the Trust Fund shall be retained for the exclusive benefit of Participants, Alternate Payees, and Beneficiaries. All the Employers shall have no right, title, or interest in the assets of the Trust Fund. No part of the assets of the Trust Fund at any time shall revert to, or be repaid to, the Employers, directly or indirectly, except as follows. (a) If the Internal Revenue Service initially determines that the Plan, as applied to an Employer, does not meet the requirements of a “qualified plan” under Code Section 401(a), the assets of the Trust Fund attributable to contributions made by the Employer under the Plan shall be returned to the Employer within one year of the date of denial of qualification of the Plan as applied to the Employer. (b) If a contribution or a portion of a contribution is made by an Employer as a result of a mistake of fact, such contribution or portion of a contribution shall not be considered to have been contributed to the Trust by the Employer and, after having been reduced by any losses of the Trust allocable thereto, shall be returned to the Employer within one year of the date the amount is paid to the Trust. (c) Each contribution made by an Employer is conditioned upon the deductibility of such contribution as an expense for Federal income tax purposes, to the extent the deduction for the contribution made by the Employer is disallowed, such contribution, or portion of such contribution, after having been reduced by any losses of the Trust allocable thereto, shall be returned to the Employer within one year of the date of disallowance of the deduction. In no event may the return of a contribution pursuant to Paragraph (b) or (c) above cause any Participant’s Accounts to be less than the amount had the contribution not been made under the Plan.

-63- AmericasActive:14265831.9 16.1 Amendment SECTION 16 AMENDMENT AND TERMINATION While the Employers expect and intend to continue the Plan, the Company, by action of the Benefits Planning Committee, reserves the right to amend the Plan, in whole or in part, from time to time, except as follows: (a) The duties and liabilities of the Committee under the Plan cannot be increased substantially without its consent. (b) No amendment shall reduce the value of a Participant’s accrued benefit (as adjusted for income, losses, expenses, appreciation, and depreciation) to less than the amount he or she would be entitled to receive if the Participant had resigned from employment with all of the Employers on the effective date of the amendment. (c) Except as provided in Subsection 15.2 or required by the Code or other applicable law, under no condition shall any amendment result in the return or repayment to any Employer of any part of the Trust Fund or the income therefrom, or result in the distribution of the Trust Fund for the benefit of anyone other than Participants and any other persons entitled to benefits under the Plan. No person has the authority to modify the terms of the Plan, except by means of authorized written amendments to the Plan. No verbal or written representations contrary to the terms of the Plan and its written amendments shall be binding upon the Employers or the Plan. 16.2 Plan Termination The Plan shall terminate as to all Employers on any date specified by the Company by action of the Benefits Planning Committee with 30 days’ advance written notice of the termination given to the Committee, the Trustee, and the other Employers. The Plan shall terminate as to an individual Employer on the first to occur of the following. (a) The date the Plan is terminated by that Employer. (b) The date that Employer is judicially declared bankrupt or insolvent. (c) The date that Employer completely discontinues contributions under the Plan. (d) The date that Employer ceases to be a Related Employer due to one of the following: (i) The sale of all or substantially all of the stock of that Employer to a person that is not a Related Employer;

-64- AmericasActive:14265831.9 (ii) The sale of all or substantially all of the assets of that Employer to a person that is not a Related Employer; or (iii) The merger or consolidation of that Employer with a person that is not a Related Employer. Each Participant employed by an Employer that ceases to be a Related Employer shall be considered to have terminated employment with all Related Employers on such date and shall cease to accrue additional Plan contributions with respect to any period of time commencing on or after such date. 16.3 Nonforfeitability and Distribution on Termination Upon complete termination or partial termination of the Plan, or the complete discontinuance of all Plan contributions, the rights of all affected Participants to benefits accrued to the date of such termination, after all adjustments, shall be nonforfeitable. Upon such occurrence, the Committee may direct the Trustee to distribute to each Participant employed by that Employer his or her benefits under the Plan in a lump sum (unless he or she then is employed by a Related Employer). However, distributions under this Subsection shall be made only to the extent such distributions are permissible under Code Section 401(k) and applicable Treasury Regulations. All appropriate accounting provisions of the Plan shall continue to apply until all Participants’ Accounts have been distributed under the Plan. 16.4 Plan Merger, Consolidation, or Spin-Off In the case of any merger or consolidation with, or transfer of assets or liabilities to, any other retirement plan qualified under Code Section 401(a), each Participant’s benefit shall be equal to or greater than the benefit he or she would have been entitled to receive if the Plan had terminated immediately before the merger, consolidation, or transfer. If an operating unit of an Employer is sold and the purchaser agrees to a spin-off from the Plan, the Plan Accounts of Employees of such unit shall be transferred to a successor funding arrangement.

-65- AmericasActive:14265831.9 17.1 Non-Alienation of Benefits SECTION 17 MISCELLANEOUS The interests of persons entitled to benefits under the Plan are not subject to their debts or other obligations and, except as may be required by the tax withholding provisions of the Code or any state’s income tax act or pursuant to a Qualified Domestic Relations Order. Plan benefits may not be voluntarily or involuntarily sold, transferred, alienated, assigned, or encumbered. 17.2 Absence of Guaranty Neither the Committee, the Trustee, nor any Employer in any way guarantees the Trust Fund from loss or depreciation. Except as required by applicable law, the Committee and the Employers do not guarantee any payment to any person. The liability of a Trustee or the Committee to make any payment under the Plan shall be limited to the assets held by the Trustee which are available for that purpose. 17.3 Employment Rights The Plan does not constitute a contract of employment, and participation in the Plan shall not give any Employee the right to be retained in the employ of any Employer (or any Related Employer), nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. 17.4 Litigation by Participants or Other Persons If a legal action begun against a Fiduciary, a Related Employer, or any person or persons to whom the Fiduciary has delegated all or part of its duties hereunder, by or on behalf of any person results adversely to that person, or if a legal action arises because of conflicting claims to a Participant’s or other person’s benefits, the cost to the Fiduciary, a Related Employer, or any person or persons to whom the a Fiduciary has delegated all or part of its duties hereunder of defending the action shall be charged to the Accounts of individuals or Participants involved in the action to the extent permitted by law. 17.5 Evidence Evidence required of anyone under the Plan may be by certificate, affidavit, document, or other information that the person acting on it considers pertinent and reliable, and signed, made, or presented by the proper party or parties. 17.6 Waiver of Notice Any notice required under the Plan may be waived by the person entitled to such notice.

-66- AmericasActive:14265831.9 17.7 Controlling Law Except to the extent superseded by laws of the United States, the laws of Illinois shall be controlling in all matters relating to the Plan. 17.8 Statutory References Any reference in the Plan to a section of the Code or ERISA, or to a section of any other Federal law, shall include any comparable section or sections of any future legislation that amends, supplements, or supersedes that section. 17.9 Severability In case any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal and invalid provision had never been set forth in the Plan. 17.10 Action By Employers Any action required or permitted to be taken by an Employer under the Plan shall be by resolution of its board of directors, by resolution of a duly authorized committee of its board of directors, or by a person or persons authorized by resolution of its board of directors or such committee. 17.11 Gender and Number Where the context permits, words in the masculine gender shall include the feminine and neuter genders, the singular shall include the plural, and the plural shall include the singular. 17.12 Examination of Documents Copies of the Plan and Trust, and any amendments thereto, are on file at the office of the Company where they may be examined by any Participant or other person entitled to benefits under the Plan during normal business hours. 17.13 Manner of Delivery Each notice or statement provided to a Participant shall be delivered in any manner established by the Committee and in accordance with applicable law, including, but not limited to, electronic delivery. 17.14 Effect on Other Benefits Except as otherwise specifically provided under the terms of any other employee benefit plan of an Employer, a Participant’s participation in this Plan shall not affect the benefits provided under such other employee benefit plan.

-67- AmericasActive:14265831.9 17.15 Headings The headings of Sections, Subsections, and Paragraphs are included solely for reference and convenience and are not intended to modify or otherwise affect the text of the Plan. 17.16 No Third-Party Beneficiaries The Plan constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof and are not intended to confer upon any other person any rights or remedies hereunder.

-68- AmericasActive:14265831.9 18.1 Purpose and Effect SECTION 18 TOP HEAVY RULES The purpose of this SECTION 18 is to comply with the requirements of Code Section 416. The provisions of this Section shall be effective for each Plan Year in which the Plan is a “Top-Heavy Plan” within the meaning of Code Section 416(g); provided, however, that this Section shall apply with respect to only those Participants whose employment is not subject to a collective bargaining agreement between the Employers and a union that provides for their participation in the Plan. 18.2 Top Heavy Plan In general, the Plan shall be a Top-Heavy Plan for any Plan Year if, as of the last day of the preceding Plan Year (the “Determination Date”), the aggregate Accounts of Participants who are Key Employees (as defined in Subsection 18.3) exceed 60% of the aggregate Accounts of all Participants. In making the foregoing determination, the following rules shall apply. (a) A Participant’s Accounts shall be increased by the aggregate distributions, if any, made with respect to the Participant during the one-year period ending on the Determination Date (including distributions under a terminated plan which, had it not been terminated, would have been aggregated with this Plan under Code Section 416(g)(2)(A)(i)). In the case of a distribution made for a reason other than Severance From Service, death or Disability, the one-year period shall be replaced with a five-year period. (b) The Account of, and distributions to, a Participant who was previously a Key Employee, but who is no longer a Key Employee, shall be disregarded. (c) The Account of a Beneficiary of a Participant shall be considered the Account of a Participant. (d) The Account of a Participant who did not perform any services for the Employers during the one-year period ending on the Determination Date shall be disregarded. (e) Any Catch-Up Contributions or any Rollover Contributions (or similar transfer) from a plan maintained by a corporation other than a Related Employer shall not be taken into account as part of the Participant’s aggregate Accounts. 18.3 Key Employee In general, a “Key Employee” is an Employee or former Employee (including any deceased Employee) who, at any time during the Plan Year that includes the Determination Date, was:

-69- AmericasActive:14265831.9 (a) An officer of a Related Employer receiving annual Code Section 415 Compensation greater than $180,000 (as adjusted under Code Section 416(i)(l)); (b) A 5% owner of a Related Employer; or (c) A 1% owner of a Related Employer receiving annual Code Section 415 Compensation from any of the Related Employers of more than $150,000. The determination of who is a Key Employee shall be made in accordance with Code Section 416(i)(1) and the Treasury Regulations and other guidance issued thereunder. 18.4 Minimum Vesting For any Plan Year in which the Plan is a Top-Heavy Plan and each subsequent Plan Year, a Participant who has completed at least three years of Vesting Service shall be 100% vested in his or her Accounts. 18.5 Minimum Employer Contribution For any Plan Year in which the Plan is a Top-Heavy Plan, the Employer contribution, if any, credited to each Participant who is not a Key Employee shall not be less than 3% of such Participant’s Code Section 415 Compensation for that year. Notwithstanding the foregoing, in no event shall an Employer contribution credited in any year to a Participant who is not a Key Employee (expressed as a percentage of such Participant’s Code Section 415 Compensation) exceed the maximum Employer contribution credited in that year to a Key Employee (expressed as a percentage of such Key Employee’s Code Section 415 Compensation). For purposes of the foregoing, Pre-Tax, Catch-Up, Roth, Roth Catch-Up, and After-Tax Contributions shall not be considered Employer contributions, but Matching Contributions shall be considered Employer contributions and shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 416(c)(2) and the Plan. The preceding sentence shall apply with respect to any Matching Contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan (including another plan that meets the requirements of Code Section 401(k)(12) and/or the requirements of Code Section 401(m)(11)), such other plan. Matching Contributions that are used to satisfy the minimum contribution requirements shall be treated as Matching Contributions for any applicable requirements of Code Section 401(m). If an Employer maintains more than one plan, the minimum Employer contribution otherwise required under this Subsection may be reduced in accordance with Treasury Regulations to either coordinate the minimum Employer contribution or prevent inappropriate duplications of minimum contributions or benefits. 18.6 Aggregation of Plans Each other defined contribution plan and defined benefit plan maintained by the Related Employers that covers a Key Employee as a participant, or that is maintained by the Related Employers in order for a Plan covering a Key Employee to qualify under Code Sections

-70- AmericasActive:14265831.9 401(a)(4) and 410, shall be aggregated with this Plan in determining whether this Plan is a Top- Heavy Plan. In addition, any other defined contribution plan or defined benefit plan of the Related Employers may be included if all such plans which are included when aggregated shall continue to qualify under Code Sections 401(a)(4) and 410.

Appendix A-1 AmericasActive:14265831.9 APPENDIX A Certain Non-Union Participants – Contributions and Vesting A-1 Introduction. The purpose of this Appendix is to describe the rules that apply for Plan Participants (a) who are not subject to a collective bargaining agreement; (b) who are an Employee of (i) the Company, (ii) Elgin Sweeper Company, (iii) Guzzler Manufacturing, Inc., (i) Jetstream of Houston, LLP, (v) Vactor Manufacturing, Inc., or (vi) FS Depot, Inc.; and (c) who joined the Plan coincident with or subsequent to such Employer’s adoption of the Plan (collectively, “Appendix A Participants”) with respect to eligibility for Participant, Matching, and Service Based Contributions under the Plan, the rate of Matching Contributions under the Plan, the rate of any Service Based Contributions under the Plan, and the related vesting rules that apply to any Matching and Service Based Contributions under the Plan. Vesting rules that apply to any Matching and Service Based Contributions under the Plan with respect to Participants who were not subject to a collective bargaining agreement and were employees of certain former Employers are also described in this Appendix A. The provisions of this Appendix shall supersede the provisions of the Plan to the extent necessary to eliminate any inconsistency between the Plan and this Appendix. Terms used in this Appendix shall, unless defined in this Appendix or otherwise noted, have the meanings given to those terms in the Plan. A-2 Eligibility for Participant and Matching Contributions. If otherwise permitted by the Plan or the applicable Employer, an Employee who is not described in Subsection 3.1 shall become an Appendix A Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch- Up, and Matching Contributions (if applicable) effective on the first payroll period beginning as soon as administratively feasible on or after his or her Employment or Reemployment Date. In addition, each Seasonal Employee shall become an Appendix A Participant with respect to Pre- Tax, Roth, Catch-Up, Roth Catch-Up, and Matching Contributions on the first day following the date on which he or she completes one Year of Eligibility Service or any day thereafter. A-3 Matching Contributions. Subject to Paragraph A-2 above and the conditions and limitations of the Plan, effective for contributions made with respect to pay periods on or after January 1, 2018, the Employer of each eligible Appendix A Participant shall make Matching Contributions each payroll period in an amount equal to 100% of the first 3%, and 50% of the next 2%, of Compensation that such Participant contributes as Pre-Tax Contributions and/or Roth Contributions during the applicable pay period. A-4 Vesting Provisions Applicable to Matching Contributions. Matching Contributions on behalf of each eligible Appendix A Participant shall vest as follows: (a) Matching Contributions On and after January 1, 2018: Matching Contributions made with respect to Compensation deferred for payroll periods commencing on or after January 1, 2018 shall be immediately 100% vested. (b) Matching Contributions Prior to January 1, 2018: Except as provided in Subparagraph (c), (d), or (e) below, Matching Contributions made with respect to

Appendix A-2 AmericasActive:14265831.9 Compensation deferred for payroll periods commencing prior to January 1, 2018 shall vest in accordance with the following table: Number of Years of Vesting Service Vesting Percentage Less than 3 0% 3 or more 100% (c) Each Appendix A Participant described in Subparagraphs (i) and (ii) below shall vest in his or her Match Account in accordance with the following table: Number of Years of Vesting Service Vesting Percentage Less than 1 0% 1 but less than 2 50% 2 but less than 3 75% 3 or more 100% (i) Each Appendix A Participant who received Matching Contributions prior to January 1, 2007 (with respect to Matching Contributions made for Compensation deferred for payroll periods commencing prior to January 1, 2007); and (ii) Each Appendix A Participant who was an eligible Employee of ClappDico Corporation, Dayton Progress Corporation, Manchester Tool Company, On Time Machining Company, or PCS Company. (d) Effective as of October 1, 2010, each Appendix A Participant who was a participant in the VESystems 401(k) Plan on or before October 1, 2010 shall vest in his or her Match Account in accordance with the following table: Number of Years of Vesting Service Vesting Percentage Less than 1 0% 1 but less than 2 40% 2 or more 100% (e) The following Appendix A Participants shall be 100% vested in their Match Accounts: (i) each Appendix A Participant who was employed by Jamestown Precision Tooling, Inc. and terminated employment due to a plant closing after March 1, 2003; (ii) each Appendix A Participant who was employed by Federal Sign, Inc. on April 30, 2003; (iii) each Appendix A Participant who was employed by E-One New York, Inc. as of September 18, 2004 and who worked until his or her scheduled termination date; (iv) each Appendix A Participant who was employed by Technical Tooling, Inc. on December 3, 2004; (v) each

Appendix A-3 AmericasActive:14265831.9 Appendix A Participant who was employed by Justrite Manufacturing Company LLC on December 15, 2004; (vi) each Appendix A Participant who was employed by Allied Tool Products, Inc. on December 28, 2004; (vii) each Appendix A Participant who was employed by ClappDico Corporation, Manchester Tool Company or On Time Machining Company on January 31, 2007; (viii) each Appendix A Participant who was a participant in the PIPs Technology, Inc. 401(k) Plan on or before January 1, 2008; (ix) each Appendix A Participant who was employed by Dayton Progress Corporation or PCS Company on April 21, 2008; (x) each Appendix A Participant who was employed by E-One, Inc. on August 4, 2008, (xi) each Appendix A Participant who was employed by Pauluhn Electric Manufacturing Company, LLP on November 23, 2009, and (xii) each Appendix A Participant who was employed by Federal APD, Inc., PIPs Technology, Inc., Sirit Corp. or VESystems, LLC on September 4, 2012. A-5 Eligibility for Service Based Contributions. If otherwise permitted by the Plan or the applicable Employer, each Employee who is not described in Subsection 3.1 of the Plan shall become an Appendix A Participant with respect to Service Based Contributions after completing 30 days of employment with the Employer, regardless of whether such Appendix A Participant has elected to make Pre-Tax and/or Roth Contributions. Notwithstanding the foregoing, each Seasonal Employee shall become an Appendix A Participant with respect to Service Based Contributions on the first day following the date on which he or she completes one Year of Eligibility Service or any day thereafter. A-6 Service Based Contributions. Subject to Paragraph A-5 above and the conditions and limitations of the Plan, effective for contributions made with respect to pay periods on or after January 1, 2018, the Employer of each eligible Appendix A Participant shall make Service Based Contributions at the end of the applicable Plan Year in an amount calculated as a percentage of the eligible Appendix A Participant’s Compensation, using a formula based on such Participant’s full years of Vesting Service determined each January 1, in accordance with the following table: Years of Vesting Service as of January 1 Service Based Contribution Percentage Less than 5 ½% 5 to 15 1½% 15 or more 3% In order to be eligible for such Service Based Contribution, an otherwise eligible Appendix A Participant must be employed by the Employer on the last day of the Plan Year. Notwithstanding any provision of the Plan to the contrary, no Appendix A Participant who is eligible for and elects to participate in, and thereby receives a Service Based Contribution under, the Federal Signal Corporation Savings Restoration Plan is eligible to receive Service Based Contributions under this Plan.

Appendix A-4 AmericasActive:14265831.9 A-7 Vesting Provisions Applicable to Service Based Contributions. Service Based Contributions made on behalf of each eligible Appendix A Participant shall vest in accordance with the following provisions: (a) Service Based Contributions On and after January 1, 2018: Service Based Contributions made with respect to Compensation attributable to payroll periods commencing on or after January 1, 2018 shall be immediately 100% vested. (b) Service Based Contributions Prior to January 1, 2018: Except as provided in Subparagraph (c) or (d) below, Service Based Contributions made with respect to Compensation attributable to payroll periods commencing prior to January 1, 2018 shall vest in accordance with the following table: Number of Years of Vesting Service Vesting Percentage Less than 3 0% 3 or more 100% (c) Each Appendix A Participant described in Subparagraphs (i) and (ii) below shall vest in his or her Service Based Contribution Account in accordance with the following table: Number of Years of Vesting Service Vesting Percentage Less than 1 0% 1 but less than 2 50% 2 but less than 3 75% 3 or more 100% (i) Each Appendix A Participant who is a non-union Employee of Manchester Tool Company; or (ii) Each Appendix A Participant who received Service Based Contributions prior to January 1, 2007 and was employed by Elgin Sweeper Company, Jamestown Precision Tooling, Inc., Justrite Manufacturing Company LLC, Technical Tooling, Inc., or, with respect to Service Based Contributions received prior to January 1, 2003 only, E-One, Inc. or Victor Products USA, Inc. (d) The following Appendix A Participants shall be 100% vested in their Service Based Contribution Accounts: (i) with respect to Service Based Contributions received on or after January 1, 2003 only, each Appendix A Participant who was employed by E-One, Inc., E-One New York, Inc. or Victor Products USA, Inc.; (ii) each Appendix A Participant who was employed by Jamestown Precision Tooling, Inc. and terminated employment due to a plant closing after March 1, 2003; (iii) each Appendix A Participant who was employed by E-One New York,

Appendix A-5 AmericasActive:14265831.9 Inc. as of September 18, 2004 and who worked until his or her scheduled termination date; (iv) each Appendix A Participant who was employed by Technical Tooling, Inc. on December 3, 2004; (v) each Appendix A Participant who was employed by Justrite Manufacturing Company LLC on December 15, 2004; (vi) each Appendix A Participant who was employed by Manchester Tool Company on January 31, 2007; (vii) each Appendix A Participant who was a participant in the PIPs Technology, Inc. 401(k) Plan on or before January 1, 2008; (viii) each Appendix A Participant who was employed by E-One, Inc. on August 4, 2008; and (ix) each Appendix A Participant who was employed by Pauluhn Electric Manufacturing Company, LLP on November 23, 2009; and (x) each Appendix A Participant who was employed by Federal APD, Inc., PIPs Technology, Inc., Sirit Corp. or VESystems, LLC on September 4, 2012.

Appendix B-1 AmericasActive:14265831.9 APPENDIX B Non-Union Joe Johnson Equipment, HighMark Traffic Services, Mark Rite Lines Equipment, and TBEI Participants – Contributions and Vesting B-1 Introduction. The purpose of this Appendix is to describe the rules that apply for Plan Participants (a) who are not subject to a collective bargaining agreement; (b) who are an Employee of (i) Joe Johnson Equipment LLC, (ii) HighMark Traffic Services, Inc., (iii) Mark Rite Lines Equipment Co., Inc., or (iv) Truck Bodies & Equipment International, Inc. and its subsidiaries and affiliates (including Travis Body & Trailer, Inc., Crysteel Manufacturing, Inc., Ox Bodies, Inc., Rugby Manufacturing Co., Tishomingo Acquisition LLC, and any of its other subsidiaries or affiliates that extend the Plan to its Employees); and (c) who joined the Plan coincident with or subsequent to such Employer’s adoption of the Plan (collectively, “Appendix B Participants”) with respect to eligibility for Participant and Matching Contributions under the Plan, the rate of Matching Contributions under the Plan, and the related vesting rules that apply. This Appendix also describes the vesting rules that apply to transferred balances, if any, from the TBEI Non-Union Plan (as defined in Supplement B below). The provisions of this Appendix shall supersede the provisions of the Plan to the extent necessary to eliminate any inconsistency between the Plan and this Appendix. Terms used in this Appendix shall, unless defined in this Appendix or otherwise noted, have the meanings given to those terms in the Plan. B-2 Eligibility for Participant and Matching Contributions. If otherwise permitted by the Plan or the applicable Employer, an Employee who is not described in Subsection 3.1 shall become an Appendix B Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch- Up, and Matching Contributions (if applicable) effective on the first payroll period beginning as soon as administratively feasible on or after his or her Employment or Reemployment Date. In addition, each Seasonal Employee shall become an Appendix B Participant with respect to Pre- Tax, Roth, Catch-Up, Roth Catch-Up, and Matching Contributions on the first day following the date on which he or she completes one Year of Eligibility Service or any day thereafter. B-3 Matching Contributions. Subject to Paragraph B-2 above and the conditions and limitations of the Plan, effective for contributions made with respect to pay periods on or after January 1, 2018, the Employer of each eligible Appendix B Participant shall make Matching Contributions each payroll period in an amount equal to 100% of the first 3%, and 50% of the next 2%, of Compensation that such Appendix B Participant contributes as Pre-Tax Contributions and/or Roth Contributions during the applicable pay period. B-4 Vesting Provisions Applicable to Matching Contributions. Matching Contributions on behalf of each eligible Appendix B Participant made with respect to Compensation deferred for payroll periods commencing on or after January 1, 2018 under the Plan shall be immediately 100% vested. No Appendix B Participants were eligible for Matching Contributions under the Plan prior to January 1, 2018. B-5 Vesting Provisions Applicable to TBEI Non-Union Plan. In addition to the foregoing, each Appendix B Participant who is a former participant in the TBEI Non-Union Plan

Appendix A-2 AmericasActive:14265831.9 (as defined in Supplement B below) shall be fully vested in the portion of his or her Accounts (if any) transferred from the TBEI Non-Union Plan.

Appendix C-1 AmericasActive:14265831.9 APPENDIX C IAM Local 701 Employees – Contributions and Vesting C-1 Introduction. The purpose of this Appendix is to describe the rules that apply for IAM Local 701 Employees with respect to eligibility for Participant and Matching Contributions under the Plan, the rate of Matching Contributions under the Plan, and the related vesting rules that apply to any Matching Contributions under the Plan. For purposes of the Plan and this Appendix, “IAM Local 701 Employee” means an Employee whose employment with the Company or a Related Employer is governed by the collective bargaining agreement between the Company and Automobile Mechanics’ Local 701 IAM & AW that provides for his or her participation in the Plan. The provisions of this Appendix shall supersede the provisions of the Plan to the extent necessary to eliminate any inconsistency between the Plan and this Appendix. Terms used in this Appendix shall, unless defined in this Appendix or otherwise noted, have the meanings given to those terms in the Plan. C-2 Eligibility for Participant and Matching Contributions. Each IAM Local 701 Employee became a Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-Up, or Matching Contributions on the first day of the calendar quarter following his or her Employment or Reemployment Date or any day thereafter; provided, however, that each such Employee who is a Seasonal Employee became a Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-Up, and Matching Contributions on the first day of the calendar quarter following the date on which he or she completed a Year of Eligibility Service or any day thereafter. Effective as of June 1, 2018, no IAM Local 701 Employee shall become eligible to become a Participant in the Plan. IAM Local 701 Employees who were Participants in the Plan as of June 1, 2018 shall continue to be eligible Participants, until they no longer satisfy the requirements of the definition of IAM Local 701 Employee above or otherwise fail to satisfy the applicable conditions of SECTION 3 to remain a Participant in the Plan. IAM Local 701 Employees who previously were active Participants in the Plan, who no longer satisfy the definition of IAM Local 701 Employee above and other applicable conditions of SECTION 3 and cease to be an active Participant, and who thereafter again satisfy the definition of IAM Local 701 Employee above on or after June 1, 2018, shall not become eligible to become an active Participant in the Plan on or after that date as a result of satisfying such definition. C-3 Matching Contributions. Subject to Paragraph C-2 above and the conditions and limitations of the Plan, the Employer of each eligible Participant who is an IAM Local 701 Employee shall make Matching Contributions each payroll period based on the first 3% of Compensation that the Participant contributes as Pre-Tax Contributions and/or Roth Contributions during the applicable pay period, in an amount computed in accordance with the following table: Years of Plan Participation Matching Contribution Percentage Less than 1 50% 1 but less than 2 55%

Appendix C-2 AmericasActive:14265831.9 2 but less than 3 65% 3 but less than 4 80% 4 or more 100% C-4 Vesting Provisions Applicable to Matching Contributions. Each eligible Participant who is an IAM Local 701 Employee shall vest in his or her Match Account in accordance with the following table: Number of Years of Vesting Service Vesting Percentage Less than 1 0% 1 but less than 2 50% 2 but less than 3 75% 3 or more 100%

Appendix D-1 AmericasActive:14265831.9 APPENDIX D Sheet Metal Workers Local 265 Employees – Contributions and Vesting D-1 Introduction. The purpose of this Appendix is to describe the rules that apply for Sheet Metal Workers Local 265 Employees with respect to eligibility for Participant and Matching Contributions under the Plan, the rate of Matching Contributions under the Plan, and the related vesting rules that apply to any Matching Contributions under the Plan. For purposes of the Plan and this Appendix, “Sheet Metal Workers Local 265 Employee” means an Employee whose employment with the Company or a Related Employer is governed by the collective bargaining agreement between the Company and Sheet Metal Workers International Association Local No. 265 that provides for his or her participation in the Plan. The provisions of this Appendix shall supersede the provisions of the Plan to the extent necessary to eliminate any inconsistency between the Plan and this Appendix. Terms used in this Appendix shall, unless defined in this Appendix or otherwise noted, have the meanings given to those terms in the Plan. D-2 Eligibility for Participant and Matching Contributions. Each Sheet Metal Workers Local 265 Employee became a Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-Up, or Matching Contributions on the first day of the calendar quarter following his or her Employment or Reemployment Date or any day thereafter; provided, however, that each such Employee who is a Seasonal Employee became a Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-Up, and Matching Contributions on the first day of the calendar quarter following the date on which he or she completed a Year of Eligibility Service or any day thereafter. Effective as of July 1, 2017, no Sheet Metal Workers Local 265 Employee shall become eligible to become a Participant in the Plan. Sheet Metal Workers Local 265 Employees who were Participants in the Plan as of July 1, 2017 shall continue to be eligible Participants, until they no longer satisfy the requirements of the definition of Sheet Metal Workers Local 265 Employee above or otherwise fail to satisfy the applicable conditions of SECTION 3 to remain a Participant in the Plan. Sheet Metal Workers Local 265 Employees who previously were active Participants in the Plan, who no longer satisfy the definition of Sheet Metal Workers Local 265 Employee above and other applicable conditions of SECTION 3 and cease to be an active Participant, and who thereafter again satisfy the definition of Sheet Metal Workers Local 265 Employees above on or after July 1, 2017, shall not become eligible to become an active Participant in the Plan on or after that date as a result of satisfying such definition. D-3 Matching Contributions. Subject to Paragraph D-2 above and the conditions and limitations of the Plan, the Employer of each eligible Participant who is a Sheet Metal Workers Local 265 Employee shall make Matching Contributions each payroll period based on the first 2% of Compensation that the Participant contributes as Pre-Tax Contributions and/or Roth Contributions during the applicable pay period, in an amount computed in accordance with the following table: Years of Plan Participation Matching Contribution Percentage Less than 1 50%

Appendix D-2 AmericasActive:14265831.9 1 but less than 2 55% 2 but less than 3 65% 3 but less than 4 80% 4 or more 100% D-4 Vesting Provisions Applicable to Matching Contributions. Each eligible Participant who is a Sheet Metal Workers Local 265 Employee shall vest in his or her Match Account in accordance with the following table: Number of Years of Vesting Service Vesting Percentage Less than 1 0% 1 but less than 2 50% 2 but less than 3 75% 3 or more 100%

Appendix E-1 AmericasActive:14265831.9 APPENDIX E IBEW Local 134 Employees – Contributions and Vesting E-1 Introduction. The purpose of this Appendix is to describe the rules that apply for IBEW Local 134 Employees with respect to eligibility for Participant, Matching, and Service Based Contributions under the Plan, the rate of Matching Contributions under the Plan, the rate of Service Based Contributions under the Plan, and the related vesting rules that apply to any Matching or Service Based Contributions under the Plan. For purposes of this Appendix and the Plan, “IBEW Local 134 Employee” means an Employee whose employment with the Company or a Related Employer is governed by the collective bargaining agreement between the Company and Local 134, International Brotherhood of Electrical Workers that provides for his or her participation in the Plan. The provisions of this Appendix shall supersede the provisions of the Plan to the extent necessary to eliminate any inconsistency between the Plan and this Appendix. Terms used in this Appendix shall, unless defined in this Appendix or otherwise noted, have the meanings given to those terms in the Plan. E-2 Eligibility for Participant, Matching, and Service Based Contributions. If otherwise permitted by the Plan or the applicable Employer, each IBEW Local 134 Employee who is not described in Subsection 3.1 shall become a Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-Up, Matching, and Service Based Contributions on his or her 91st day of employment with an Employer or any day thereafter; provided, however, that each such IBEW Local 134 Employee who is a Seasonal Employee shall become a Participant with respect to such Contributions on the 91st day of employment with an Employer following the date on which he or she completes a Year of Eligibility Service or any day thereafter. E-3 Matching Contributions. Subject to Paragraph E-2 above and the conditions and limitations of the Plan, the Employer of each eligible Participant who is an IBEW Local 134 Employee shall make Matching Contributions each payroll period in an amount computed in accordance with the following table, based on the first 3% of Compensation that the Participant contributes as Pre-Tax Contributions and/or Roth Contributions during the applicable pay period: Years of Plan Participation Matching Contribution Percentage Less than 1 50% 1 but less than 3 75% 3 or more 100% E-4 Vesting Provisions Applicable to Matching Contributions. Each eligible Participant who is a IBEW Local 134 Employee shall vest in his or her Match Account as follows: (a) With respect to any Matching Contributions received prior to January 1, 2009, in accordance with the following table:

Appendix E-2 AmericasActive:14265831.9 Number of Years of Vesting Service Vesting Percentage Less than 1 0% 1 but less than 2 50% 2 but less than 3 75% 3 or more 100% (b) With respect to any Matching Contributions made on or after January 1, 2009, in accordance with the following table: Number of Years of Vesting Service Vesting Percentage 1 or less 50% Greater than 1, but less than 3 75% 3 or more 100% E-5 Service Based Contributions. Subject to Paragraph E-2 above and the conditions and limitations of the Plan, the Employer of each eligible Participant who is an IBEW Local 134 Employee shall make Service Based Contributions each payroll period in an amount calculated based on the Participant’s years of Vesting Service, including years of Vesting Service with a Related Employer prior to January 1, 2009, in accordance with the following table: Years of Vesting Service as of January 1 Retirement Contribution Percentage 0-5 1% 6-14 3% 15 or more 4% E-6 Vesting Provisions Applicable to Service Based Contributions. Each Participant who is an IBEW Local 134 Employee shall vest in his or her Service Based Contribution Account in accordance with the following table: Number of Years of Vesting Service Vesting Percentage 1 or less 50% Greater than 1, but less than 3 75% 3 or more 100%

Appendix F-1 AmericasActive:14265831.9 APPENDIX F TBEI Union Employees – Contributions and Vesting F-1 Introduction. The purpose of this Appendix is to describe the rules that apply for TBEI Union Employees with respect to eligibility for Participant and Matching Contributions under the Plan, the rate of Matching Contributions under the Plan, and the related vesting rules that apply to any Matching Contributions under the Plan. For purposes of the Plan and this Appendix, “TBEI Union Employee” means an Employee whose employment with Truck Bodies & Equipment International, Inc. or its subsidiaries and affiliates (including Rugby Manufacturing Co., or any of its other subsidiaries or affiliates that extend the Plan to its Employees) is governed by a collective bargaining agreement that provides for his or her participation in the Plan. This Appendix also describes the vesting rules that apply to certain transferred balances, if any, from the TBEI Union Plan (as defined in Supplement C below). The provisions of this Appendix shall supersede the provisions of the Plan to the extent necessary to eliminate any inconsistency between the Plan and this Appendix. Terms used in this Appendix shall, unless defined in this Appendix or otherwise noted, have the meanings given to those terms in the Plan. F-2 Eligibility for Participant and Matching Contributions. Each TBEI Union Employee shall become a Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-Up, or Matching Contributions on the first day of the calendar quarter coinciding with or next following the date that is six consecutive months of employment from his or her Employment or Reemployment Date or any day thereafter; provided, however, that each such TBEI Union Employee who does not complete such six-consecutive-month period of employment shall become a Participant with respect to such Contributions on the first day of the calendar quarter coinciding with or next following the date that he or she completed a Year of Eligibility Service or any day thereafter. Upon becoming an eligible Participant, TBEI Union Employees shall be subject to the deemed Pre-Tax Contribution rules of subsection 4.1(a) and the Automatic Annual Increase rules of subsection 4.1(b) of the Plan, effective January 1, 2020 (or January 1, 2021 with respect to certain merged-in TBEI Participants described in paragraph C-4(b) of Supplement C to the Plan). F-3 Matching Contributions. Subject to Paragraph F-2 above and the conditions and limitations of the Plan, the Employer of each eligible Participant who is a TBEI Union Employee shall make Matching Contributions each payroll period in an amount equal to 50% of the first 6% of Compensation that such TBEI Union Employee contributes as Pre-Tax Contributions and/or Roth Contributions during the applicable pay period. F-4 Vesting Provisions Applicable to Matching Contributions. Each eligible Participant who is a TBEI Union Employee shall vest in his or her Matching Contributions under the Plan in accordance with the following table: Number of Years of Vesting Service Vesting Percentage Less than 2 0%

Appendix F-2 AmericasActive:14265831.9 2 but less than 3 50% 3 or more 100% F-5 Vesting Provisions Applicable to TBEI Union Plan. In addition to the foregoing, each Participant who is a former participant in the TBEI Union Plan (as defined in Supplement C below) shall vest in the portion of his or her Accounts attributable to employer matching contributions and employer nonelective profit sharing contributions, if any, transferred from the TBEI Union Plan in accordance with the table above under Paragraph F-4, subject to the provisions of Supplement C.

Supplement A-1 AmericasActive:14265831.9 SUPPLEMENT A Special Provisions Applicable to the Federal Signal Technologies Division of the Company A-1 Introduction. On the Closing Date (as defined in the Asset Purchase Agreement between the Company and 3M Company dated June 21, 2012 (the “Purchase Agreement”)), 3M Company (the “Buyer”) will purchase all of the assets of the Federal Signal Technologies division of the Company (“FST”) from the Company, and Federal APD, Inc., PIPs Technology, Inc., Sirit Corp. and VESystems, LLC will cease to be a subsidiaries of the Company on such date. As of the Closing Date, the Buyer will establish a defined contribution retirement plan (the “Buyer Plan”), which satisfies the requirements of Code Section 401(a) and contains a cash or deferred arrangement that satisfies the requirements of Code Section 401(k). Effective on the Closing Date (or such other date as designated by the Committee) (the “Transfer Date”), the portion of the Plan attributable to all Supplement A Account Holders (defined below) (the “Transfer Portion”) shall be merged into, and continued in the form of, the Buyer Plan. The merger of the Transfer Portion into the Buyer Plan (and the corresponding transfer of assets) shall comply with Code Sections 401(a)(12), 411(d)(6), and 414(l). A “Supplement A Account Holder” means each Transferring Employee (as defined in the Purchase Agreement) who is a Participant in the Plan. A-2 Cessation of Contributions and Participation. No contributions shall be made under the Plan by or on behalf of any Supplement A Account Holder for any Compensation earned, or any bonus or other special Compensation paid in connection with the sale of FST, on or after the Closing Date. Each Supplement A Account Holder shall cease active participation in the Plan as of the Closing Date; provided, however, no Supplement A Account Holder shall have the right to a distribution of his or her Account balance under the Plan prior to the Transfer Date (unless otherwise required under the terms of the Plan). A-3 Transfer of Account Balances. On the Transfer Date, liabilities equal to the aggregate Account balances, as adjusted through the Transfer Date, of each Supplement A Account Holder shall be transferred to the Buyer Plan and credited to the corresponding account maintained for each Supplement A Account Holder in the Buyer Plan. Thereafter, such accounts shall be subject to the terms and conditions of the Buyer Plan, and this Plan shall have no further liability with respect thereto. A-4 Transfer of Assets. On the Transfer Date, assets equal to the aggregate Account balances, as adjusted through the Transfer Date, of the Supplement A Account Holders shall be spun off and merged (in cash or in kind, as determined by the Committee and the plan administrator of the Buyer Plan) into the trust that funds the Buyer Plan. To facilitate this transfer, a Supplement A Account Holder may not make transfers among Investment Funds, receive in-service withdrawals, or obtain new loans in accordance with rules established by the Committee. A-5 Committee’s Actions. The Committee shall take such actions as it deems necessary or desirable to accomplish the transfer as described in this Supplement A.

Supplement A-2 AmericasActive:14265831.9 A-6 Use of Terms. Terms used in this Supplement A shall, unless defined in this Supplement A or otherwise noted, have the meanings given to those terms in the Plan.

Supplement B-1 AmericasActive:14265831.9 SUPPLEMENT B Special Provisions Applicable to the Merger of the TBEI 401(k) Savings Plan into the Plan B-1 Introduction. Effective upon the close of business on December 31, 2019 (the “TBEI Non-Union Merger Date”), the TBEI 401(k) Savings Plan (the “TBEI Non-Union Plan”) shall be merged into, and continued in the form of, the Plan (the “TBEI Non-Union Plan Merger”). The purpose of this Supplement B is to effectuate the TBEI Non-Union Plan Merger and the transfer of assets described in Paragraph B-2 below in accordance with Code Sections 401(a)(12), 411(d)(6), and 414(l) and the Treasury Regulations and other guidance issued thereunder. The provisions of this Supplement shall supersede the provisions of the Plan to the extent necessary to eliminate any inconsistency between the Plan and this Supplement. Terms used in this Supplement shall, unless defined in this Supplement or otherwise noted, have the meanings given to those terms in the Plan. B-2 Transfer of Assets. On or as soon as practicable following the TBEI Non-Union Merger Date, the assets of the trust that funds the TBEI Non-Union Plan shall be transferred to the Trust. Such transfer shall be in cash. On or as soon as practicable following the transfer of assets to the Trust, transferred assets shall be invested in the default investment arrangement specified by the Investment Committee in accordance with ERISA Section 404(c)(5) and related regulations until the Participant elects to change the investment of such Accounts in accordance with Subsection 6.2. B-3 Transfer of Account Balances. As of the TBEI Non-Union Merger Date, liabilities equal to the aggregate account balances, as adjusted through the TBEI Non-Union Merger Date, of each TBEI Non-Union Plan participant shall be transferred to the Plan and shall be credited to the appropriate Accounts of the TBEI Non-Union Plan participant under the Plan in accordance with Subsection 7.1. Thereafter, such Accounts, which shall include the applicable amounts (if any) transferred to this Plan from the TBEI Non-Union Plan, shall be subject to the terms and conditions of the Plan. B-4 Participation in the Plan. Each participant in the TBEI Non-Union Plan who is employed by an Employer on the TBEI Non-Union Merger Date shall become a Participant in the Plan on the TBEI Non-Union Merger Date, subject to the conditions and limitations of the Plan. Each other TBEI Non-Union Plan participant shall, on and after the TBEI Non-Union Merger Date, be treated as an inactive Participant, a Beneficiary, or an Alternate Payee (whichever is applicable) of the Plan, subject to the conditions and limitations of the Plan. In addition, notwithstanding any provision of the Plan to the contrary: (a) Contribution Suspension under TBEI Non-Union Plan. If any TBEI Non-Union Plan participant was suspended from making Code Section 401(k) or Roth compensation deferrals under the TBEI Non-Union Plan immediately before the TBEI Non-Union Merger Date because he or she had taken a hardship withdrawal under the TBEI Non-Union Plan, such suspension shall not apply under the Plan after the TBEI Non-Union Merger Date. (b) Carryover Contribution Rate and Automatic Annual Increase. Each TBEI Non- Union Plan participant who, immediately before becoming a Participant in this

Supplement B-2 AmericasActive:14265831.9 Plan, had an active election to make Code Section 401(k) or Roth compensation deferrals on file under the TBEI Non-Union Plan shall be deemed to have elected the same percentage of deferrals as he or she elected under the TBEI Non-Union Plan as Pre-Tax Contributions or Roth Contributions, respectively, until he or she makes a Pre-Tax Contribution election under Subsection 4.1 or a Roth Contribution election under Subsection 4.4. Each TBEI Non-Union Plan participant who, immediately before becoming a Participant in this Plan, was eligible to participate in the TBEI Non-Union Plan but was not making Code Section 401(k) or Roth compensation deferrals under the TBEI Non-Union Plan shall be deemed to have elected not to make any Pre-Tax or Roth Contributions until he or she makes a contribution election under Subsection 4.1 or Subsection 4.4, as applicable. In addition, the automatic annual increase program under Paragraph 4.1(c) shall apply, effective January 1, 2021, to a TBEI Non-Union Plan participant who becomes a Participant in this Plan as a result of the TBEI Non-Union Plan Merger. (c) Eligibility Service. For each Participant who was an active participant in the TBEI Non-Union Plan immediately prior to the TBEI Non-Union Merger Date, such Participant’s period of employment with Truck Bodies & Equipment International, Inc. (“TBEI”) (including any other participating employer under the TBEI Non-Union Plan), beginning with such Participant’s most recent date of hire (or rehire) by TBEI (or other participating employer under the TBEI Non-Union Plan), shall be counted in full for purposes of determining such Participant’s Years of Eligibility Service under the Plan. B-5 In-Service Withdrawals for Participants who were participants in the Travis 401(k) Plan. In addition to the in-service withdrawals available under SECTION 11, the following special in-service withdrawals shall be available before a Severance From Service to a Participant who was a participant in the Travis 401(k) Plan and whose account balances under the Travis 401(k) Plan were transferred to the TBEI Non-Union Plan as a result of the merger of such plans that was effective as of March 1, 2017: (a) such Participant may withdraw all or any portion of his or her Account balances transferred from the Travis 401(k) Plan to the TBEI Non-Union Plan after attainment of age 59½; and (b) such Participant may withdraw all or any portion of his or her Rollover Account, After-Tax Rollover Account, and Roth Rollover Account balances transferred from the Travis 401(k) Plan to the TBEI Non-Union Plan at any time. B-6 Loans. Notwithstanding any provision of the Plan to the contrary, any outstanding loan on the TBEI Non-Union Merger Date that had been made to a Participant under the TBEI Non-Union Plan shall be maintained on and after the TBEI Non-Union Merger Date under the Plan until all amounts of principal and interest thereon have been repaid. The terms and conditions relating to such outstanding loans shall continue as in existence immediately prior to the TBEI Non-Union Merger Date. B-7 Committee’s Actions. The Committee shall take such actions as it deems necessary or desirable to accomplish the transfer as described in this Supplement B.

Supplement C-1 AmericasActive:14265831.9 SUPPLEMENT C Special Provisions Applicable to the Merger of the TBEI 401(k) Rugby Union Savings Plan into the Plan C-1 Introduction. Effective upon the close of business on December 31, 2019 (the “TBEI Union Merger Date”), the TBEI 401(k) Rugby Union Savings Plan (the “TBEI Union Plan”) shall be merged into, and continued in the form of, the Plan (the “TBEI Union Plan Merger”). The purpose of this Supplement C is to effectuate the TBEI Union Plan Merger and the transfer of assets described in Paragraph C-2 below in accordance with Code Sections 401(a)(12), 411(d)(6), and 414(l) and the Treasury Regulations and other guidance issued thereunder. The provisions of this Supplement shall supersede the provisions of the Plan to the extent necessary to eliminate any inconsistency between the Plan and this Supplement. Terms used in this Supplement shall, unless defined in this Supplement or otherwise noted, have the meanings given to those terms in the Plan. C-2 Transfer of Assets. On or as soon as practicable following the TBEI Union Merger Date, the assets of the trust that funds the TBEI Union Plan shall be transferred to the Trust. Such transfer shall be in cash. On or as soon as practicable following the transfer of assets to the Trust, transferred assets shall be invested in the default investment arrangement specified by the Investment Committee in accordance with ERISA Section 404(c)(5) and related regulations until the Participant elects to change the investment of such Accounts in accordance with Subsection 6.2. C-3 Transfer of Account Balances. As of the TBEI Union Merger Date, liabilities equal to the aggregate account balances, as adjusted through the TBEI Union Merger Date, of each TBEI Union Plan participant shall be transferred to the Plan and shall be credited to the appropriate Accounts of the TBEI Union Plan participant under the Plan in accordance with Subsection 7.1. Thereafter, such Accounts, which shall include the applicable amounts (if any) transferred to this Plan from the TBEI Union Plan, shall be subject to the terms and conditions of the Plan. C-4 Participation in the Plan. Each participant in the TBEI Union Plan who is employed by an Employer on the TBEI Union Merger Date shall become a Participant in the Plan on the TBEI Union Merger Date, subject to the conditions and limitations of the Plan. Each other TBEI Union Plan participant shall, on and after the TBEI Union Merger Date, be treated as an inactive Participant, a Beneficiary, or an Alternate Payee (whichever is applicable) of the Plan, subject to the conditions and limitations of the Plan. In addition, notwithstanding any provision of the Plan to the contrary: (a) Contribution Suspension under TBEI Union Plan. If any TBEI Union Plan participant was suspended from making Code Section 401(k) or Roth compensation deferrals under the TBEI Union Plan immediately before the TBEI Union Merger Date because he or she had taken a hardship withdrawal under the TBEI Union Plan, such suspension shall not apply under the Plan after the TBEI Union Merger Date.

Supplement C-2 AmericasActive:14265831.9 (b) Carryover Contribution Rate and Automatic Annual Increase. Each TBEI Union Plan participant who, immediately before becoming a Participant in this Plan, had an active election to make Code Section 401(k) or Roth compensation deferrals on file under the TBEI Union Plan shall be deemed to have elected the same percentage of deferrals as he or she elected under the TBEI Union Plan as Pre-Tax Contributions or Roth Contributions, respectively, until he or she makes a Pre- Tax Contribution election under Subsection 4.1 or a Roth Contribution election under Subsection 4.4. Each TBEI Union Plan participant who, immediately before becoming a Participant in this Plan, was eligible to participate in the TBEI Union Plan but was not making Code Section 401(k) or Roth compensation deferrals under the TBEI Union Plan shall be subject to the deemed Pre-Tax Contribution rules of subsection 4.1(a) and the Automatic Annual Increase, until he or she makes a contribution election under Subsection 4.1 or Subsection 4.4, as applicable. In addition, the automatic annual increase program under Paragraph 4.1(c) shall apply, effective January 1, 2021, to a TBEI Union Plan participant who becomes a Participant in this Plan as a result of the TBEI Union Plan Merger. (c) Eligibility Service. For each Participant who was an active participant in the TBEI Union Plan immediately prior to the TBEI Union Merger Date, such Participant’s period of employment with Truck Bodies & Equipment International, Inc. (“TBEI”) (including any other participating employer under the TBEI Union Plan), beginning with such Participant’s most recent date of hire (or rehire) by TBEI (or other participating employer under the TBEI Union Plan), shall be counted in full for purposes of determining such Participant’s Years of Eligibility Service under the Plan. (d) Vesting Service. For each Participant who was a participant in the TBEI Union Plan immediately prior to the TBEI Union Merger Date, such Participant’s period of employment with TBEI (including any other participating employer under the TBEI Union Plan) that would have been taken into account as years of vesting service under the TBEI Union Plan prior to the TBEI Union Merger Date shall be counted in full for purposes of determining such Participant’s Vesting Service. In addition, each Participant who was an active participant in the TBEI Union Plan immediately prior to the TBEI Union Merger Date shall receive one additional year of Vesting Service, effective on the TBEI Union Merger Date. Such additional year of Vesting Service shall apply both with respect to the vesting percentage of the portion of such Participant’s Accounts attributable to (i) employer matching contributions and employer nonelective profit sharing contributions that transferred from the TBEI Union Plan to the Plan as a result of the TBEI Union Merger, as well as to (ii) Matching Contributions received under this Plan (if any) after the TBEI Union Merger Date. C-5 Loans. Notwithstanding any provision of the Plan to the contrary, any outstanding loan on the TBEI Union Merger Date that had been made to a Participant under the TBEI Union Plan shall be maintained on and after the TBEI Union Merger Date under the Plan until all amounts of principal and interest thereon have been repaid. The terms and conditions

Supplement C-3 AmericasActive:14265831.9 relating to such outstanding loans shall continue as in existence immediately prior to the TBEI Union Merger Date. C-6 Committee’s Actions. The Committee shall take such actions as it deems necessary or desirable to accomplish the transfer as described in this Supplement C.

AmericasActive:14265831.9 EXHIBIT A List of Former Employers The below is a list of former Employers under the Plan and the date upon which they ceased to be an Employer under the Plan. Former Employer Date Upon Which Ceased to Be an Employer Allied Tool Products, Inc. 12/28/2004 Basset Rotary Tool Company 12/27/1996 ClappDico Corporation 1/31/2007 Dayton Progress Corporation 4/21/2008 E-One, Inc. - includes E-One New York, Inc. (Salisbury Fire Rescue) 8/4/2008 Federal APD Inc. 2012 Federal Sign, Inc. 5/1/2003 Justrite Manufacturing Company LLC 12/15/2004 Leach North America Ltd. 2005 Manchester Tool Company 1/31/2007 On Time Machining Company 1/31/2007 Pauluhn, Inc. (includes Pauluhn Electric Manufacturing Company, LLP) 11/24/2009 PCS Company 4/21/2008 PIPs Technology Inc. 2012 Sirit Corp. 2012 Technical Tooling, Inc. 12/10/2004 VESystems, LLC 2012 Victor Products USA, Inc. 1/1/2020 Exhibit A-1

AmericasActive:14265831.9 CERTIFICATE Federal Signal Corporation, acting through its Benefits Planning Committee, hereby adopts this amendment and restatement of the Federal Signal Retirement Savings Plan in the form attached hereto. Dated this ___ day of December, 2019. FEDERAL SIGNAL CORPORATION /s/ Paul Wittig . For the Federal Signal Corporation Benefits Planning Committee

firstamendmenttorestatem

FIRST AMENDMENT TO THE FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN (As Amended and Restated Effective as of January 1, 2020) WHEREAS, Federal Signal Corporation (the "Company") maintains the Federal Signal Corporation Retirement Savings Plan (As Amended and Restated Effective as of January 1, 2020) (the "Plan") for the benefit of eligible employees; and WHEREAS, amendment of the Plan now is considered desirable; NOW, THEREFORE, by virtue of the power granted to the Benefits Planning Committee by Subsection 16.1 of the Plan, the Plan be and is hereby amended in the following particulars, effective as of the dates listed below: 1. Effective January 1, 2021, by substituting the following for the first sentence of Paragraph 4.l(a) of the Plan: "Notwithstanding any provision of the Plan to the contrary, if, and only to the extent, provided for in Exhibit B, a Participant who does not make an affirmative Pre-Tax or Roth Contribution election (including an election to not make Pre-Tax or Roth Contributions) within 30 days of first becoming eligible shall be deemed to have elected a Pre-Tax Contribution rate of 2% of Compensation for the Plan Year, subject to the conditions and limitations of the Plan." 2. Effective January 1, 2021, by deleting the final two sentences of Paragraph 4.l(b) of the Plan, by substituting the phrase "Subject to Exhibit B" for the phrase "Subject to an applicable Supplement" where such latter phrase appears in the first sentence of Paragraph 4.1(b) of the Plan, and by substituting the following for the second and third sentences of Paragraph 4.l(b) of the Plan: "Each Participant who was eligible to participate in a Prior Plan but did not have an election to make Code Section 401(k) or Roth compensation deferrals on file under the Prior Plan shall be deemed to have elected not to make any Pre-Tax or Roth Contributions until he or she makes a contribution election under Subsection 4.1 or Subsection 4.4, as applicable." 3. Effective January 1, 2021, by substituting the following for the first sentence of

-2- Paragraph 4.l(c) of the Plan: "Notwithstanding any provision of the Plan to the contrary, if, and only to the extent, provided for in Exhibit B, a Participant who is automatically enrolled pursuant to the deemed Pre-Tax Contribution election described in Paragraph 4.l(a) above shall be deemed to have elected to increase his or her Pre-Tax Contribution rate by one percentage point effective each January 1; provided, that such automatic annual increase shall not apply to the extent such increase would cause the Participant's Pre-Tax Contribution rate, or the sum of his or her Pre-Tax Contribution rate and his or her Roth Contribution rate to exceed 10%, subject to the conditions and limitations of the Plan." 4. Effective January 1, 2021, by substituting the following for the final sentence of Paragraph 4.l(c) of the Plan: "In addition, any Participant may make an affirmative election to participate in the automatic annual increase and may further affirmatively elect to apply the automatic annual increase to his or her Roth Contribution rate (if any) in lieu of his or Pre-Tax Contribution rate." 5. Effective January 1, 2021, by adding the phrase "unless such contributions must be made sooner in accordance with applicable law" immediately following the phrase "for which the contribution is made" where such latter phrase appears in Paragraph 5.3(f) of the Plan. 6. Effective as of July 1, 2020, by substituting the following for Paragraph D-2 of Appendix D of the Plan: "D-2 Eligibility for Participant and Matching Contributions. Prior to July 1, 2020, each Sheet Metal Workers Local 265 Employee became a Participant with respect to Pre- Tax, Roth, Catch-Up, Roth Catch-Up, and Matching Contributions on the first day of the calendar quarter following his or her Employment or Reemployment Date or any day thereafter; provided, however, that each such Employee who is a Seasonal Employee became a Participant with respect to such Contributions on the first day of the calendar quarter following the date on which he or she completed a Year of Eligibility Service or any day thereafter. Between July 1, 2017 and July 1, 2020, no Sheet Metal Workers Local 265 Employee was eligible to become a new Participant in the Plan. Sheet Metal Workers Local 265 Employees who were Participants in the Plan as of July 1, 2017 shall continue to be eligible Participants, until they no longer satisfy the requirements of the definition of Sheet Metal Workers Local 265 Employee above or otherwise fail to satisfy the applicable conditions of SECTION 3 to remain a Participant in the Plan. Prior to July 1, 2020 , Sheet Metal Workers Local 265 Employees who previously were active Participants in the Plan, who no longer satisfied the definition of Sheet Metal Workers Local 265 Employee above and other applicable conditions of SECTION 3 and ceased to be an active Participant, and who thereafter again satisfied the definition of Sheet Metal Workers Local 265 Employees above between July 1, 2017 and July 1, 2020, were not eligible to become an active Participant in the Plan as a result of satisfying such definition. Effective as of July 1, 2020, each Sheet Metal Workers Local 265 Employee

-3- who was not already a Participant became a Participant with respect to Pre-Tax, Roth, Catch- Up, Roth Catch-Up, or Matching Contributions on such date. Effective after July 1, 2020, each Sheet Metal Workers Local 265 Employee who is not already a Participant shall become a Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-Up, or Matching Contributions on the first day of the calendar quarter following his or her Employment or Reemployment Date or any day thereafter; provided, however, that each such Employee who is a Seasonal Employee shall become a Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-Up, and Matching Contributions on the first day of the calendar quarter following the date on which he or she completed a Year of Eligibility Service or any day thereafter. " 7. Effective as of July 1, 2020, by substituting the following for the table in Paragraph D-3 of Appendix D of the Plan: Number of Years of Vesting Service 1 or less more than 1 but less than 3 3 or more Matching Contribution Percentage 50% 75% 100% 8. Effective January 1, 2021, by substituting the phrase "Number of Years of Vesting Service" for the phrase "Years of Plan Participation" where such latter phrase appears as the heading of the first column in the schedule of Matching Contributions in Paragraph E-3 of Appendix E of the Plan. 9. Effective January 1, 2021, by deleting the final sentence of Paragraph F-2 of Appendix F of the Plan. 10. Effective January 1, 2021, by deleting Paragraph B-4(b) of Supplement B of the Plan and by renumbering Paragraph B-4(c) of Supplement B of the Plan accordingly, and by deleting Paragraph C-4(b) of Supplement C of the Plan and by renumbering Paragraphs C-4(c) and C-4(d) of the Supplement C of the Plan accordingly. 11. Effective January 1, 2021 or as otherwise indicated in the Exhibit, by adding a new Exhibit B to the Plan, in the form attached hereto, immediately after Exhibit A thereof. [Signature follows on next page]

-4- * * * IN WITNESS WHEREOF, this Amendment has been executed on behalf of the Benefits Planning Committee, on behalf of the Company, this 31 day of December 2020. FEDERAL SIGNAL CORPORATION BENEFITS PLANNING COMMITTEE /s/ Paul Wittig For the Federal Signal Corporation Benefits Planning Committee

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SECOND AMENDMENT TO THE FEDERAL SIGNAL CORPORATION RETIREMENT SAVINGS PLAN (As Amended and Restated Effective as of January 1, 2020) WHEREAS, Federal Signal Corporation (the “Company”) maintains the Federal Signal Corporation Retirement Savings Plan (As Amended and Restated Effective as of January 1, 2020) (the “Plan”) for the benefit of eligible employees; and WHEREAS, amendment of the Plan now is considered desirable; NOW, THEREFORE, by virtue of the power granted to the Benefits Planning Committee by Subsection 16.1 of the Plan, the Plan be and is hereby amended in the following particulars, effective as of the dates listed below: 1. Effective as of January 1, 2021, by substituting the attached Appendix B, in the form attached hereto, in place of the prior version of Appendix B. 2. Effective as of June 1, 2021, by substituting the following for Paragraph C-2 of Appendix C to the Plan: “C-2 Eligibility for Participant and Matching Contributions. Each IAM Local 701 Employee shall become a Participant with respect to Pre-Tax, Roth, Catch- Up, Roth Catch-Up, or Matching Contributions on the first day of the calendar quarter following his or her Employment or Reemployment Date or any day thereafter; provided, however, that each such Employee who is a Seasonal Employee shall become a Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-Up, and Matching Contributions on the first day of the calendar quarter following the date on which he or she completes a Year of Eligibility Service or any day thereafter. Effective as of June 1, 2018 and prior to June 1, 2021, no IAM Local 701 Employee became eligible to become a Participant in the Plan. On and after June 1, 2021, IAM Local 701 Employees shall become Participants in accordance with the first sentence of Paragraph C-2 above.” 3. Effective as of June 1, 2021, by adding the following paragraph to the end of Paragraph C-3 of Appendix C to the Plan:

-2- “Notwithstanding the foregoing, effective June 1, 2021, subject to Paragraph C-2 above and the conditions and limitations of the Plan, the Employer of each eligible participant who is an IAM Local 701 Employee shall make Matching Contributions each payroll period in an amount computed in accordance with the following table, based on the first 3% of Compensation that the Participant contributes as Pre-Tax Contributions and/or Roth Contributions during the applicable pay period: Number of Years of Vesting Service Matching Contribution Percentage Less than 1 50% 1 but less than 3 75% 3 or more 100%” 4. Effective as of September 1, 2021, by substituting the following for Paragraph C-4 of Appendix C to the Plan: “C-4 Vesting Provisions Applicable to Matching Contributions. Each eligible Participant who is an IAM Local 701 Employee shall vest in his or her Match Account as follows: (a) With respect to any Matching Contributions received prior to September 1, 2021, in accordance with the following table: Number of Years of Vesting Service Vesting Percentage Less than 1 0% 1 but less than 2 50% 2 but less than 3 75% 3 or more 100% (b) With respect to any Matching Contributions received on or after September 1, 2021, in accordance with the following table:

-3- Number of Years of Vesting Service Vesting Percentage 1 or less 50% Greater than 1, but less than 3 75% 3 or more 100%” 5. Effective as of September 1, 2021, by adding the following new Paragraphs C-5 and C- 6 to the end of Appendix C to the Plan: “C-5 Service Based Contributions. Subject to Paragraph C-2 above and the conditions and limitations of the Plan, the Employer of each eligible Participant who is an IAM Local 701 Employee shall make Service Based Contributions each payroll period on and after September 1, 2021, in an amount calculated based on the Participant’s years of Vesting Service, in accordance with the following table: Years of Vesting Service as of January 1 Retirement Contribution Percentage 0-5 1% 6-14 3% 15 or more 4% Notwithstanding the foregoing, on or before September 30, 2021, the Employer of the following eligible Participants who are IAM Local 701 Employees shall make a one-time contribution to such eligible Participants as described below, provided that such eligible Participants remain employed by the Employer as of September 30, 2021: Name of Participant One-time Contribution Dan Newberry $3,500 Greg Coyle $3,500 Cody Staton $6,000 Jim Connolly $8,500 C-6 Vesting Provisions Applicable to Service Based Contributions. Each Participant who is an IAM Local 701 Employee shall vest in his or her Service Based Contribution Account established on or after September 1, 2021 in accordance with the following table:

-4- Number of Years of Vesting Service Vesting Percentage 1 or less 50% Greater than 1, but less than 3 75% 3 or more 100%” 6. Effective as of October 4, 2021, by adding the following line to the end of the table in Exhibit B to the Plan: Each non-union, Appendix B Participant (as defined in Appendix B) who is an Employee of Ground Force Manufacturing LLC Deemed Pre-Tax Contribution Rate Feature applies (effective as of October 4, 2021) Automatic Annual Increase Feature applies (effective as of January 1, 2022) 7. Effective January 1, 2022, by adding the following line to the end of the table in Exhibit B to the Plan: Each non-union, Appendix B Participant (as defined in Appendix B) who is an Employee of  OSW Equipment and Repair, LLC  Deist Industries Deemed Pre-Tax Contribution Rate Feature applies (effective as of January 1, 2022) Automatic Annual Increase Feature applies (effective as of January 1, 2023) * * * IN WITNESS WHEREOF, this Amendment has been executed on behalf of the Benefits Planning Committee, on behalf of the Company, this 31st day of December, 2021. FEDERAL SIGNAL CORPORATION BENEFITS PLANNING COMMITTEE /s/ Shirley S. Paulson . For the Federal Signal Corporation Benefits Planning Committee

-5- APPENDIX B Non-Union Joe Johnson Equipment, HighMark Traffic Services, Mark Rite Lines Equipment, TBEI, Ground Force Manufacturing LLC, OSW Equipment and Repair, LLC, and Deist Industries Participants – Contributions and Vesting B-1 Introduction. The purpose of this Appendix is to describe the rules that apply for Plan Participants (a) who are not subject to a collective bargaining agreement; (b) who are an Employee of (i) Joe Johnson Equipment LLC, (ii) HighMark Traffic Services, Inc., (iii) Mark Rite Lines Equipment Co., Inc., (iv) Truck Bodies & Equipment International, Inc. and its subsidiaries and affiliates (including Travis Body & Trailer, Inc., Crysteel Manufacturing, Inc., Ox Bodies, Inc., Rugby Manufacturing Co., Tishomingo Acquisition LLC, and any of its other subsidiaries or affiliates that extend the Plan to its Employees), (v) Ground Force Manufacturing LLC, (vi) OSW Equipment and Repair, LLC, or (vii) Deist Industries; and (c) who joined the Plan coincident with or subsequent to such Employer’s adoption of the Plan (collectively, “Appendix B Participants”) with respect to eligibility for Participant and Matching Contributions under the Plan, the rate of Matching Contributions under the Plan, and the related vesting rules that apply. This Appendix also describes the vesting rules that apply to transferred balances, if any, from the TBEI Non-Union Plan (as defined in Supplement B below). The provisions of this Appendix shall supersede the provisions of the Plan to the extent necessary to eliminate any inconsistency between the Plan and this Appendix. Terms used in this Appendix shall, unless defined in this Appendix or otherwise noted, have the meanings given to those terms in the Plan. B-2 Eligibility for Participant and Matching Contributions. If otherwise permitted by the Plan or the applicable Employer, an Employee who is not described in Subsection Error! Reference source not found. shall become an Appendix B Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-Up, and Matching Contributions (if applicable) effective on the first payroll period beginning as soon as administratively feasible on or after his or her Employment or Reemployment Date. In addition, each Seasonal Employee shall become an Appendix B Participant with respect to Pre-Tax, Roth, Catch-Up, Roth Catch-Up, and Matching Contributions on the first day following the date on which he or she completes one Year of Eligibility Service or any day thereafter. B-3 Matching Contributions. Subject to Paragraph B-2 above and the conditions and limitations of the Plan, effective for contributions made with respect to pay periods on or after January 1, 2018 (or such later date as shall apply to Appendix B participants whose Employment or Reemployment Date occurs after January 1, 2018), the Employer of each eligible Appendix B Participant shall make Matching Contributions each payroll period in an amount equal to 100% of the first 3%, and 50% of the next 2%, of Compensation that such Appendix B Participant contributes as Pre-Tax Contributions and/or Roth Contributions during the applicable pay period. B-4 Vesting Provisions Applicable to Matching Contributions. Matching Contributions on behalf of each eligible Appendix B Participant made with respect to Compensation deferred for payroll periods commencing on or after January 1, 2018 (or such later date as shall apply to Appendix B participants whose Employment or Reemployment Date occurs after January 1, 2018) under the Plan shall be immediately 100% vested. No Appendix B Participants were eligible for Matching Contributions under the Plan prior to January 1, 2018.

-6- B-5 Vesting Provisions Applicable to TBEI Non-Union Plan. In addition to the foregoing, each Appendix B Participant who is a former participant in the TBEI Non-Union Plan (as defined in Supplement B below) shall be fully vested in the portion of his or her Accounts (if any) transferred from the TBEI Non-Union Plan.

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Exhibit 21

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

______________________________

SUBSIDIARIES OF THE REGISTRANT AS OF DECEMBER 31, 2021

NAME OF SUBSIDIARY	JURISDICTION OF INCORPORATION
Crysteel Manufacturing, Inc.	Minnesota
Deist Industries, LLC	Delaware
Elgin Sweeper Company	Delaware
Federal Signal of Europe B.V.	Netherlands
Federal Signal UK Holdings Limited	United Kingdom
Federal Signal VAMA, S.A.	Spain
FS Depot, LLC	Wisconsin
FST Canada Inc.	Canada
GenNx/TBEI Intermediate Co.	Delaware
Ground Force Manufacturing LLC	Delaware
Guzzler Manufacturing, Inc.	Alabama
HighMark Traffic Services, Inc.	Montana
Jetstream of Houston, Inc.	Delaware
Jetstream of Houston LLP	Texas
Joe Johnson Equipment LLC	Delaware
Mark Rite Lines Equipment Company, Inc.	Delaware
Northend Truck Equipment, LLC	Washington
OSW Equipment & Repair, LLC	Washington
Ox Bodies, Inc.	Alabama
Rugby Manufacturing Company	Oregon
Tishomingo Acquisition, LLC	Delaware
Travis Acquisition, LLC	Delaware
Travis Body and Trailer, Inc.	Texas
Travis Leasing, LLC	Delaware
Truck Bodies & Equipment International, Inc.	Delaware
Vactor Manufacturing, LLC	Illinois
Victor Industrial Equipment (PTY) Limited	South Africa
Victor Products Holdings Ltd.	United Kingdom
Victor Products Ltd.	United Kingdom
Western Truck Body Mfg. ULC	Canada

Subsidiaries, including inactive subsidiaries, are not shown by name in the above listing, if considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

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Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-168501, 333-190976, 333-190977, 333-204189, 333-228197 and 333-255748 on Form S-8 of our reports dated March 1, 2022, relating to the consolidated financial statements and financial statement schedule of Federal Signal Corporation and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Federal Signal Corporation for the year ended December 31, 2021.

/s/ Deloitte & Touche LLP

Chicago, Illinois

March 1, 2022

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Exhibit 31.1

CEO Certification Under Section 302 of the Sarbanes-Oxley Act

I, Jennifer L. Sherman, certify that:

1.I have reviewed this annual report on Form 10-K of Federal Signal Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 1, 2022

/s/ Jennifer L. Sherman
Jennifer L. Sherman
President and Chief Executive Officer
(Principal Executive Officer)

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Exhibit 31.2

CFO Certification under Section 302 of the Sarbanes-Oxley Act

I, Ian A. Hudson, certify that:

1.I have reviewed this annual report on Form 10-K of Federal Signal Corporation;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 1, 2022

/s/ Ian A. Hudson
Ian A. Hudson
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

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Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Annual Report of Federal Signal Corporation (the “Company”) on Form 10-K for the period ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jennifer L. Sherman, President and Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o (d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 1, 2022

/s/ Jennifer L. Sherman
Jennifer L. Sherman
President and Chief Executive Officer
(Principal Executive Officer)

This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. This certification shall also not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.

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Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Annual Report of Federal Signal Corporation (the “Company”) on Form 10-K for the period ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ian A. Hudson, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)); and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 1, 2022

/s/ Ian A. Hudson
Ian A. Hudson
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. This certification shall also not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.

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EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Federal Signal Reports Fourth Quarter Results with 61% Improvement in Orders and 107% Increase in Backlog; Issues Outlook for 2022

Oak Brook, Illinois, March 1, 2022 — Federal Signal Corporation (NYSE:FSS), a leader in environmental and safety solutions, today reported results for the fourth quarter and year ended December 31, 2021.

Fourth Quarter and Full-Year Highlights

•Q4 net sales of $301 million, up $7 million, or 2%, from last year

•Full-year net sales of $1.21 billion, up $82 million, or 7%, from last year

•GAAP EPS of $0.32 for the quarter, and $1.63 for the year

•Adjusted EPS of $0.40 for the quarter, and $1.75 for the year

•Record orders of $444 million for the quarter, up $168 million, or 61%, from last year

•Record backlog of $629 million, up $325 million, or 107%, from last year

•Issues 2022 outlook with adjusted EPS* of $1.76 to $2.00 and net sales of $1.35 billion to $1.45 billion

Consolidated net sales for the fourth quarter were $301 million, up $7 million, or 2%, compared to the same quarter a year ago. Income from continuing operations for the fourth quarter was $19.5 million, equal to $0.32 per diluted share, compared to $26.0 million, or $0.42 per share, in the prior-year quarter. Income from continuing operations in the current-year quarter includes a non-cash, pre-tax pension settlement charge of $10.3 million, and approximately $3.0 million more discrete tax benefits compared to the prior-year quarter. The Company also reported adjusted income from continuing operations for the fourth quarter of $24.9 million, equal to $0.40 per diluted share, compared to $27.2 million, or $0.44 per share, in the same quarter a year ago. The Company is reporting adjusted results to facilitate comparisons of underlying performance on a year-over-year basis. A reconciliation of these and other non-GAAP measures is provided at the conclusion of this news release.

Consolidated net sales for the year ended December 31, 2021 were $1.21 billion, up $82 million, or 7%, compared to the prior year. Income from continuing operations for the year was $100.6 million, equal to $1.63 per diluted share, compared to $96.1 million, or $1.56 per share, in the prior year. Adjusted income from continuing operations for the year was $108.4 million, equal to $1.75 per diluted share, compared to $103.0 million, or $1.67 per diluted share, in the prior year.

Solid Operational Performance Despite Ongoing Disruptions; Customer Demand at Unprecedented Levels

“Our fourth quarter performance represented a solid finish to a year in which we delivered the second highest adjusted EPS* in our history, and is a testament to our team’s relentless focus on serving our customers despite the ongoing challenges in the marketplace,” commented Jennifer L. Sherman, President and Chief Executive Officer. “Our results were impacted by widespread supply chain disruption, increased commodity costs and the effects of higher coronavirus-related medical costs, partially offset by a lower-than-expected tax rate. Demand for our products remains at unprecedented levels, with our order intake this quarter setting a new Company record, contributing to an all-time high backlog of $629 million at the end of 2021, more than double the amount at the same time last year.”

In the Environmental Solutions Group, net sales for the fourth quarter were $246 million, up $8 million, or 3%, compared to the prior-year quarter, while in the Safety and Security Systems Group, net sales for the fourth quarter were $56 million, compared to $57 million in the prior-year quarter.

Consolidated operating income for the fourth quarter was $30.1 million, compared to $33.8 million in the prior-year quarter. Consolidated operating margin for the fourth quarter was 10.0%, compared to 11.5% last year.

Consolidated adjusted earnings before interest, tax, depreciation and amortization (“adjusted EBITDA”) for the fourth quarter was $40.0 million, compared to $47.0 million last year, and consolidated adjusted EBITDA margin in the current-year quarter was 13.3%, compared to 15.9% last year.

Adjusted EBITDA in the Environmental Solutions Group for the fourth quarter was $36.2 million, compared to $44.2 million last year, and its adjusted EBITDA margin in the current-year quarter was 14.7%, compared to 18.6% last year. Within the Safety and Security Systems Group, adjusted EBITDA for the fourth quarter was $11.0 million, compared to $11.2 million in the prior-year quarter, and its adjusted EBITDA margin in the current-year quarter was 19.7%, up from 19.6% last year.

Orders for the fourth quarter were $444 million, a new quarterly record for the Company, and an improvement of $168 million, or 61%, from last year. With the unprecedented order intake, consolidated backlog at December 31, 2021 was also at a record level of $629 million, an improvement of $325 million, or 107%, from last year.

Strong Cash Flow Supports M&A, Organic Growth Investment and Cash Returns to Shareholders

Net cash of $47 million was generated from operations in the fourth quarter, bringing the total year-to-date operating cash generation to $102 million.

During the fourth quarter, the Company completed the acquisitions of Ground Force and Deist. The Company also purchased its manufacturing facilities in Elgin, Illinois and University Park, Illinois in December 2021 and February 2022, respectively.

At December 31, 2021, total debt was $283 million, total cash and cash equivalents were $41 million and the Company had $209 million of availability for borrowings under its credit facility.

“Our cash flow generation remains strong, allowing us to acquire Ground Force and Deist, purchase two of our largest manufacturing facilities and fund cash returns to shareholders, while maintaining a low debt leverage position.” said Sherman.

During the fourth quarter, the Company funded $12.0 million of share repurchases, bringing the total for the year to $15.4 million. The Company also funded dividends of $5.5 million during the fourth quarter, bringing the total for the year to $22.0 million, and recently declared a similar $0.09 per share dividend that will be payable in the first quarter of 2022.

Outlook

“We remain encouraged by conditions in our end markets, the ongoing execution against our strategic initiatives, and the order trends that we have seen over the last few quarters, which have contributed to a record backlog entering 2022,” noted Sherman. “We have started to see benefits from federal stimulus funding in our municipal orders and with the recent increase in oil prices, we expect to see an uptick in demand for our safe-digging products. Notwithstanding a softer-than-normal first quarter, associated with ongoing supply chain volatility, coronavirus-related disruption and adverse weather, we anticipate recovery over the remainder of the year. For the full-year, we currently expect to report net sales of between $1.35 billion and $1.45 billion and adjusted EPS* of between $1.76 and $2.00 per share, despite a headwind of approximately $0.20 per share resulting from the normalization of our tax rate. With an active M&A pipeline, ongoing investments in new product development, capacity expansions and our people, and with anticipated multi-year tailwinds from infrastructure legislation passed in November, our businesses are well positioned for long-term, sustainable growth.”

CONFERENCE CALL

Federal Signal will host its fourth quarter earnings conference call on Tuesday, March 1, 2022 at 10:00 a.m. Eastern Time. The call will last approximately one hour. The call may be accessed over the internet through Federal Signal’s website at https://www.federalsignal.com or by dialing phone number 1-855-327-6837 and entering the pin number 10018209. An archived replay will be available on Federal Signal’s website shortly after the call.

About Federal Signal

Federal Signal Corporation (NYSE: FSS) builds and delivers equipment of unmatched quality that moves material, cleans infrastructure, and protects the communities where we work and live. Founded in 1901, Federal Signal is a leading global designer, manufacturer and supplier of products and total solutions that serve municipal, governmental, industrial and commercial customers. Headquartered in Oak Brook, Ill., with manufacturing facilities worldwide, the Company operates two groups: Environmental Solutions and Safety and Security Systems. For more information on Federal Signal, visit: https://www.federalsignal.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

This release contains unaudited financial information and various forward-looking statements as of the date hereof and we undertake no obligation to update these forward-looking statements regardless of new developments or otherwise. Statements in

this release that are not historical are forward-looking statements. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include but are not limited to: direct and indirect impacts of the coronavirus pandemic and the associated government response, risks and adverse economic effects associated with emerging geopolitical conflicts, product and price competition, supply chain disruptions, work stoppages, availability and pricing of raw materials, cybersecurity risks, risks associated with acquisitions such as integration of operations and achieving anticipated revenue and cost benefits, foreign currency exchange rate changes, interest rate changes, increased legal expenses and litigation results, legal and regulatory developments and other risks and uncertainties described in filings with the Securities and Exchange Commission.

Contact: Ian Hudson, Chief Financial Officer, +1-630-954-2000, ihudson@federalsignal.com

* Adjusted earnings per share (“EPS”) is a non-GAAP measure, which includes certain adjustments to reported GAAP income from continuing operations and diluted EPS. In 2021, we made adjustments to exclude the impact of acquisition and integration-related (benefits) expenses, pension-related charges, coronavirus-related expenses and purchase accounting effects, where applicable. Should any similar items occur in 2022, we would expect to exclude them from the determination of adjusted EPS. However, because of the underlying uncertainty in quantifying amounts which may not yet be known, a reconciliation of our Adjusted EPS outlook to the most applicable GAAP measure is excluded based on the unreasonable efforts exception in Item 10(e)(1)(i)(B).

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended December 31,						Twelve Months Ended December 31,
(in millions, except per share data)	2021			2020			2021			2020
Net sales	$	301.4		$	294.8		$	1,213.2		$	1,130.8
Cost of sales	234.0			218.9			924.5			837.2
Gross profit	67.4			75.9			288.7			293.6
Selling, engineering, general and administrative expenses	37.6			38.4			149.2			149.2
Amortization expense	2.7			2.4			10.9			9.6
Acquisition and integration related (benefits) expenses	(3.0)			1.3			(2.1)			2.1
Restructuring	—			—			—			1.3
Operating income	30.1			33.8			130.7			131.4
Interest expense	1.2			1.2			4.5			5.7
Pension settlement charges	10.3			—			10.3			—
Other (income) expense, net	(0.6)			(1.0)			(1.7)			1.1
Income before income taxes	19.2			33.6			117.6			124.6
Income tax (benefit) expense	(0.3)			7.6			17.0			28.5
Income from continuing operations	19.5			26.0			100.6			96.1
Gain from discontinued operations and disposal, net of tax	—			0.1			—			0.1
Net income	$	19.5		$	26.1		$	100.6		$	96.2
Basic earnings per share:
Earnings from continuing operations	$	0.32		$	0.43		$	1.65		$	1.59
Earnings from discontinued operations and disposal, net of tax	—			0.00			—			0.00
Net earnings per share	$	0.32		$	0.43		$	1.65		$	1.59
Diluted earnings per share:
Earnings from continuing operations	$	0.32		$	0.42		$	1.63		$	1.56
Earnings from discontinued operations and disposal, net of tax	—			0.00			—			0.00
Net earnings per share	$	0.32		$	0.42		$	1.63		$	1.56
Weighted average common shares outstanding:
Basic	60.9			60.3			60.8			60.3
Diluted	61.8			61.6			61.9			61.7
Cash dividends declared per common share	$	0.09		$	0.08		$	0.36		$	0.32
Operating data:
Operating margin	10.0		%	11.5		%	10.8		%	11.6		%
Adjusted EBITDA	$	40.0		$	47.0		$	180.5		$	182.2
Adjusted EBITDA margin	13.3		%	15.9		%	14.9		%	16.1		%
Total orders	$	443.8		$	276.1		$	1,538.8		$	1,047.1
Backlog	628.9			303.9			628.9			303.9
Depreciation and amortization	12.9			11.7			50.4			44.8

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	As of December 31,
(in millions, except per share data)	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	40.5	$	81.7
Accounts receivable, net of allowances for doubtful accounts of $2.1 and $2.9, respectively	136.0		127.0
Inventories	229.1		185.0
Prepaid expenses and other current assets	25.4		11.8
Total current assets	431.0		405.5
Properties and equipment, net of accumulated depreciation of $151.6 and $136.2, respectively	141.9		106.9
Rental equipment, net of accumulated depreciation of $43.8 and $43.5, respectively	108.4		113.3
Operating lease right-of-use assets	29.8		21.9
Goodwill	432.2		394.2
Intangible assets, net of accumulated amortization of $42.7 and $31.9, respectively	205.7		153.5
Deferred tax assets	8.4		9.5
Deferred charges and other long-term assets	8.7		3.8
Long-term assets of discontinued operations	—		0.2
Total assets	$	1,366.1	$	1,208.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term borrowings and finance lease obligations	$	0.6	$	0.2
Accounts payable	64.8		51.6
Customer deposits	21.9		13.3
Accrued liabilities:
Compensation and withholding taxes	29.9		30.3
Current operating lease liabilities	8.8		8.2
Other current liabilities	44.4		44.7
Current liabilities of discontinued operations	—		0.1
Total current liabilities	170.4		148.4
Long-term borrowings and finance lease obligations	282.2		209.8
Long-term operating lease liabilities	22.1		15.5
Long-term pension and other post-retirement benefit liabilities	40.4		54.0
Deferred tax liabilities	53.2		53.7
Other long-term liabilities	13.8		24.5
Long-term liabilities of discontinued operations	—		0.8
Total liabilities	582.1		506.7
Stockholders’ equity:
Common stock, $1 par value per share, 90.0 shares authorized, 68.9 and 67.8 shares issued, respectively	68.9		67.8
Capital in excess of par value	256.7		240.8
Retained earnings	683.6		605.0
Treasury stock, at cost, 8.0 and 7.3 shares, respectively	(151.0)		(119.8)
Accumulated other comprehensive loss	(74.2)		(91.7)
Total stockholders’ equity	784.0		702.1
Total liabilities and stockholders’ equity	$	1,366.1	$	1,208.8

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
(in millions)	2021		2020
Operating activities:
Net income	$	100.6	$	96.2
Adjustments to reconcile net income to net cash provided by operating activities:
Net gain on discontinued operations and disposal	—		(0.1)
Depreciation and amortization	50.4		44.8
Deferred financing costs	0.3		0.3
Stock-based compensation expense	7.6		8.4
Pension settlement charges	10.3		—
Pension-related expense, net of funding	(3.8)		(6.6)
Changes in fair value of contingent consideration	(3.5)		(0.1)
Deferred income taxes, including change in valuation allowance	(6.5)		5.8
Changes in operating assets and liabilities:
Accounts receivable	2.5		8.6
Inventories	(24.2)		2.5
Prepaid expenses and other current assets	(2.6)		(0.6)
Rental equipment	(15.9)		(16.9)
Accounts payable	6.4		(13.9)
Customer deposits	3.9		1.7
Accrued liabilities	(5.5)		(1.2)
Income taxes	(11.6)		1.3
Other	(6.6)		6.1
Net cash provided by continuing operating activities	101.8		136.3
Net cash used for discontinued operating activities	—		(0.1)
Net cash provided by operating activities	101.8		136.2
Investing activities:
Purchases of properties and equipment	(37.4)		(29.7)
Payments for acquisition-related activity	(131.8)		(5.4)
Other, net	0.5		0.7
Net cash used for investing activities	(168.7)		(34.4)
Financing activities:
Increase (decrease) in revolving lines of credit, net	70.5		(11.8)
Purchases of treasury stock	(15.4)		(13.7)
Redemptions of common stock to satisfy withholding taxes related to stock-based compensation	(10.7)		(9.1)
Cash dividends paid to stockholders	(22.0)		(19.4)
Proceeds from stock compensation activity	4.2		0.6
Other, net	(0.2)		—
Net cash provided by (used for) financing activities	26.4		(53.4)
Effects of foreign exchange rate changes on cash and cash equivalents	(0.7)		1.7
(Decrease) increase in cash and cash equivalents	(41.2)		50.1
Cash and cash equivalents at beginning of year	81.7		31.6
Cash and cash equivalents at end of year	$	40.5	$	81.7

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

GROUP RESULTS

The following tables summarize group operating results as of and for the three and twelve months ended December 31, 2021 and 2020:

Environmental Solutions Group

	Three Months Ended December 31,									Twelve Months Ended December 31,
($ in millions)	2021			2020			Change			2021			2020			Change
Net sales	$	245.5		$	237.6		$	7.9		$	1,004.0		$	915.8		$	88.2
Operating income	24.1			33.3			(9.2)			120.5			124.3			(3.8)
Adjusted EBITDA	36.2			44.2			(8.0)			168.8			169.0			(0.2)
Operating data:
Operating margin	9.8		%	14.0		%	(4.2)		%	12.0		%	13.6		%	(1.6)		%
Adjusted EBITDA margin	14.7		%	18.6		%	(3.9)		%	16.8		%	18.5		%	(1.7)		%
Total orders	$	381.3		$	224.8		$	156.5		$	1,297.3		$	840.0		$	457.3
Backlog	576.4			282.5			293.9			576.4			282.5			293.9
Depreciation and amortization	12.0			10.7			1.3			46.7			41.3			5.4

Safety and Security Systems Group

	Three Months Ended December 31,									Twelve Months Ended December 31,
($ in millions)	2021			2020			Change			2021			2020			Change
Net sales	$	55.9		$	57.2		$	(1.3)		$	209.2		$	215.0		$	(5.8)
Operating income	10.1			10.3			(0.2)			32.7			35.5			(2.8)
Adjusted EBITDA	11.0			11.2			(0.2)			36.4			39.3			(2.9)
Operating data:
Operating margin	18.1		%	18.0		%	0.1		%	15.6		%	16.5		%	(0.9)		%
Adjusted EBITDA margin	19.7		%	19.6		%	0.1		%	17.4		%	18.3		%	(0.9)		%
Total orders	$	62.5		$	51.3		$	11.2		$	241.5		$	207.1		$	34.4
Backlog	52.5			21.4			31.1			52.5			21.4			31.1
Depreciation and amortization	0.9			0.9			—			3.6			3.4			0.2

Corporate Expenses

Corporate operating expenses were $4.1 million and $9.8 million for the three months ended December 31, 2021 and 2020, respectively.

Corporate operating expenses were $22.5 million and $28.4 million for the years ended December 31, 2021 and 2020, respectively.

SEC REGULATION G NON-GAAP RECONCILIATION

The financial measures presented below are unaudited and are not in accordance with U.S. generally accepted accounting principles (“GAAP”). The non-GAAP financial information presented herein should be considered supplemental to, and not a substitute for, or superior to, financial measures calculated in accordance with GAAP. The Company has provided this supplemental information to investors, analysts, and other interested parties to enable them to perform additional analyses of operating results, to illustrate the results of operations giving effect to the non-GAAP adjustments shown in the reconciliations below, and to provide an additional measure of performance which management considers in operating the business.

Adjusted income from continuing operations and adjusted earnings per share (“Adjusted EPS”):

The Company believes that modifying its 2021 and 2020 income from continuing operations and diluted earnings per share (“EPS”) provides additional measures which are representative of the Company’s underlying performance and improve the comparability of results between reporting periods. Adjusted income from continuing operations and Adjusted EPS are both non-GAAP measures. During the three and twelve months ended December 31, 2021 and 2020, adjustments were made to reported GAAP income from continuing operations and diluted EPS to exclude the impact of acquisition and integration-related (benefits) expenses, pension-related charges, restructuring activity, coronavirus-related expenses, and purchase accounting effects, where applicable.

	Three Months Ended December 31,				Twelve Months Ended December 31,
(in millions)	2021		2020		2021		2020
Income from continuing operations	$	19.5	$	26.0	$	100.6	$	96.1
Add (less):
Income tax (benefit) expense	(0.3)		7.6		17.0		28.5
Income before income taxes	19.2		33.6		117.6		124.6
Add (less):
Acquisition and integration-related (benefits) expenses	(3.0)		1.3		(2.1)		2.1
Pension-related charges (a)	10.3		(0.2)		10.6		2.3
Restructuring	—		—		—		1.3
Coronavirus-related expenses (b)	—		0.1		1.2		2.3
Purchase accounting effects (c)	0.2		0.2		0.7		0.7
Adjusted income before income taxes	$	26.7	$	35.0	$	128.0	$	133.3
Adjusted income tax expense (d)	(1.8)		(7.8)		(19.6)		(30.3)
Adjusted income from continuing operations	$	24.9	$	27.2	$	108.4	$	103.0
	Three Months Ended December 31,				Twelve Months Ended December 31,
(dollars per diluted share)	2021		2020		2021		2020
EPS, as reported	$	0.32	$	0.42	$	1.63	$	1.56
Add (less):
Income tax (benefit) expense	(0.01)		0.12		0.27		0.46
Income before income taxes	0.31		0.54		1.90		2.02
Add (less):
Acquisition and integration-related (benefits) expenses	(0.05)		0.03		(0.03)		0.03
Pension-related charges (a)	0.17		0.00		0.17		0.04
Restructuring	—		—		—		0.02
Coronavirus-related expenses (b)	—		0.00		0.02		0.04
Purchase accounting effects (c)	0.00		0.00		0.01		0.01
Adjusted income before income taxes	$	0.43	$	0.57	$	2.07	$	2.16
Adjusted income tax expense (d)	(0.03)		(0.13)		(0.32)		(0.49)
Adjusted EPS	$	0.40	$	0.44	$	1.75	$	1.67

(a) Pension-related charges in the three and twelve months ended December 31, 2021 include $10.3 million of pension settlement charges incurred in connection with a pension annuitization project. In addition, during the twelve months ended December 31, 2021 and 2020, the Company recorded

charges of $0.3 million and $2.3 million, respectively, in connection with the withdrawal from multi-employer pension plans. Such charges are included as a component of Other (income) expense, net on the Consolidated Statements of Operations.

(b) Coronavirus-related expenses in the three and twelve months ended December 31, 2021 and 2020 relate to direct expenses incurred in connection with the Company's response to the coronavirus pandemic, that are incremental to, and separable from, normal operations. Such expenses primarily relate to incremental paid time off provided to employees and costs incurred to implement enhanced workplace safety protocols.

(c) Purchase accounting effects in the three and twelve months ended December 31, 2021 and 2020 relate to adjustments to exclude the step-up in the valuation of equipment acquired in recent business combinations that was sold during the periods presented.

(d) Adjusted income tax expense for the three and twelve months ended December 31, 2021 and 2020 was recomputed after excluding the impact of acquisition and integration-related (benefits) expenses, pension-related charges, restructuring activity, coronavirus-related expenses, and purchase accounting effects, where applicable.

Adjusted EBITDA:

The Company uses adjusted EBITDA and the ratio of adjusted EBITDA to net sales (“adjusted EBITDA margin”), at both the consolidated and segment level, as additional measures which are representative of its underlying performance and to improve the comparability of results across reporting periods. We believe that investors use versions of these metrics in a similar manner. For these reasons, the Company believes that adjusted EBITDA and adjusted EBITDA margin, at both the consolidated and segment level, are meaningful metrics to investors in evaluating the Company’s underlying financial performance.

Consolidated adjusted EBITDA is a non-GAAP measure that represents the total of income from continuing operations, interest expense, pension settlement charges, acquisition and integration-related (benefits) expenses, restructuring activity, coronavirus-related expenses, purchase accounting effects, other expense/income, income tax benefit/expense, and depreciation and amortization expense, as applicable. Consolidated adjusted EBITDA margin is a non-GAAP measure that represents the total of income from continuing operations, interest expense, pension settlement charges, acquisition and integration-related (benefits) expenses, restructuring activity, coronavirus-related expenses, purchase accounting effects, other expense/income, income tax benefit/expense, and depreciation and amortization expense, as applicable, divided by net sales for the applicable period(s).

Segment adjusted EBITDA is a non-GAAP measure that represents the total of segment operating income, acquisition and integration-related expenses, restructuring activity, coronavirus-related expenses, purchase accounting effects, and depreciation and amortization expense, as applicable. Segment adjusted EBITDA margin is a non-GAAP measure that represents the total of segment operating income, acquisition and integration-related expenses, restructuring activity, coronavirus-related expenses, purchase accounting effects, and depreciation and amortization expense, as applicable, divided by net sales for the applicable period(s). Segment operating income includes all revenues, costs and expenses directly related to the segment involved. In determining segment income, neither corporate nor interest expenses are included. Segment depreciation and amortization expense relates to those assets, both tangible and intangible, that are utilized by the respective segment.

Other companies may use different methods to calculate adjusted EBITDA and adjusted EBITDA margin.

Consolidated

The following table summarizes the Company’s consolidated adjusted EBITDA and adjusted EBITDA margin and reconciles net income to consolidated adjusted EBITDA for the three and twelve months ended December 31, 2021 and 2020:

	Three Months Ended December 31,						Twelve Months Ended December 31,
($ in millions)	2021			2020			2021			2020
Income from continuing operations	$	19.5		$	26.0		$	100.6		$	96.1
Add (less):
Interest expense	1.2			1.2			4.5			5.7
Pension settlement charges	10.3			—			10.3			—
Acquisition and integration-related (benefits) expenses	(3.0)			1.3			(2.1)			2.1
Restructuring	—			—			—			1.3
Coronavirus-related expenses	—			0.1			1.2			2.3
Purchase accounting effects *	—			0.1			0.3			0.3
Other (income) expense, net	(0.6)			(1.0)			(1.7)			1.1
Income tax (benefit) expense	(0.3)			7.6			17.0			28.5
Depreciation and amortization	12.9			11.7			50.4			44.8
Consolidated adjusted EBITDA	$	40.0		$	47.0		$	180.5		$	182.2
Net sales	$	301.4		$	294.8		$	1,213.2		$	1,130.8
Consolidated adjusted EBITDA margin	13.3		%	15.9		%	14.9		%	16.1		%

* Excludes purchase accounting expense effects included within depreciation and amortization of $0.2 million and $0.1 million for the three months ended December 31, 2021 and 2020, respectively, and $0.4 million and $0.4 million for the twelve months ended December 31, 2021 and 2020, respectively

Environmental Solutions Group

The following table summarizes the Environmental Solutions Group’s adjusted EBITDA and adjusted EBITDA margin and reconciles operating income to adjusted EBITDA for the three and twelve months ended December 31, 2021 and 2020:

	Three Months Ended December 31,						Twelve Months Ended December 31,
($ in millions)	2021			2020			2021			2020
Operating income	$	24.1		$	33.3		$	120.5		$	124.3
Add:
Acquisition and integration-related expenses	0.1			0.1			0.3			0.4
Restructuring	—			—			—			0.7
Coronavirus-related expenses	—			—			1.0			2.0
Purchase accounting effects *	—			0.1			0.3			0.3
Depreciation and amortization	12.0			10.7			46.7			41.3
Adjusted EBITDA	$	36.2		$	44.2		$	168.8		$	169.0
Net sales	$	245.5		$	237.6		$	1,004.0		$	915.8
Adjusted EBITDA margin	14.7		%	18.6		%	16.8		%	18.5		%

Safety and Security Systems Group

The following table summarizes the Safety and Security Systems Group’s adjusted EBITDA and adjusted EBITDA margin and reconciles operating income to adjusted EBITDA for the three and twelve months ended December 31, 2021 and 2020:

	Three Months Ended December 31,						Twelve Months Ended December 31,
($ in millions)	2021			2020			2021			2020
Operating income	$	10.1		$	10.3		$	32.7		$	35.5
Add:
Restructuring	—			—			—			0.3
Coronavirus-related expenses	—			—			0.1			0.1
Depreciation and amortization	0.9			0.9			3.6			3.4
Adjusted EBITDA	$	11.0		$	11.2		$	36.4		$	39.3
Net sales	$	55.9		$	57.2		$	209.2		$	215.0
Adjusted EBITDA margin	19.7		%	19.6		%	17.4		%	18.3		%

federalsignalq42021earni

Federal Signal Q4 2021 Earnings Call March 1, 2022 Jennifer Sherman, President & Chief Executive Officer Ian Hudson, SVP, Chief Financial Officer

Safe Harbor This presentation contains unaudited financial information and various forward‐looking statements as of the date hereof and we undertake no obligation to update these forward‐ looking statements regardless of new developments or otherwise. Statements in this presentation that are not historical are forward‐looking statements. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include but are not limited to: direct and indirect impacts of the coronavirus pandemic and the associated government response, risks and adverse economic effects associated with emerging geopolitical conflicts, product and price competition, supply chain disruptions, work stoppages, availability and pricing of raw materials, cybersecurity risks, risks associated with acquisitions such as integration of operations and achieving anticipated revenue and cost benefits, foreign currency exchange rate changes, interest rate changes, increased legal expenses and litigation results, legal and regulatory developments and other risks and uncertainties described in filings with the Securities and Exchange Commission (SEC). This presentation also contains references to certain non‐GAAP financial information. Such items are reconciled herein, in our earnings news release provided as of the date of this presentation or in other investor materials filed with the SEC. 2

2021 in Review 3 • Delivered 2nd highest adjusted EPS in the Company’s history • Record orders and EBITDA margin performance towards high end of current target range • Made good progress against several long‐term objectives in 2021:  Investment in internal growth opportunities, including investments in machinery and equipment and recent purchases of two of the Company’s largest manufacturing facilities (Elgin, IL and University Park, IL)  Continued funding of new product development, with focus on electrification  Completed three acquisitions in 2021 – OSW, Ground Force and Deist; integration efforts well underway  Funded combined $37 M of cash dividends and share repurchases • Issued second annual Sustainability Report

Full‐Year Financial Highlights * 4* Comparisons versus full year 2020 • Net sales of $1.21 B, up $82 M, or 7% • Operating income of $130.7 M, vs. $131.4 M • Adjusted EBITDA of $180.5 M, vs. $182.2 M • Adjusted EBITDA margin of 14.9%, vs. 16.1% • GAAP EPS of $1.63, up $0.07, or 4% • Adjusted EPS of $1.75, up $0.08, or 5%

Q4 Highlights * 5* Comparisons versus Q4 of 2020, unless otherwise noted • Net sales of $301 M, up $7 M, or 2% • Operating income of $30.1 M, vs. $33.8 M • Adjusted EBITDA of $40.0 M, vs. $47.0 M • Adjusted EBITDA margin of 13.3%, vs. 15.9% • GAAP EPS of $0.32, vs. $0.42 • GAAP earnings include $10.3 M pre‐tax pension settlement charge, partially offset by $3 M increase in discrete tax benefits and gain from M&A activity • Adjusted EPS of $0.40, vs. $0.44 • Record orders of $444 M, up $168 M, or 61% • Record Backlog of $629 M, up $325 M, or 107%

6 Group and Corporate Results $ millions, except % Q4 2021 Q4 2020 % Change ESG Orders 381.3$ 224.8$ 70% Sales 245.5 237.6 3% Operating income 24.1 33.3 -28% Operating margin 9.8% 14.0% Adjusted EBITDA 36.2 44.2 -18% Adjusted EBITDA margin 14.7% 18.6% SSG Orders 62.5 51.3 22% Sales 55.9 57.2 -2% Operating income 10.1 10.3 -2% Operating margin 18.1% 18.0% Adjusted EBITDA 11.0 11.2 -2% Adjusted EBITDA margin 19.7% 19.6% Corporate expenses 4.1 9.8 -58% Consolidated Orders 443.8 276.1 61% Sales 301.4 294.8 2% Operating income 30.1 33.8 -11% Operating margin 10.0% 11.5% Adjusted EBITDA 40.0 47.0 -15% Adjusted EBITDA margin 13.3% 15.9%

Income from Continuing Operations 7 $ millions, except % and per share Q4 2021 Q4 2020 $ Change % Change Net sales 301.4$ 294.8$ 6.6$ 2% Gross profit 67.4 75.9 (8.5) -11% SEG&A expenses 37.6 38.4 (0.8) -2% Amortization expense 2.7 2.4 0.3 13% Acquisition and integration-related (benefits) expenses (3.0) 1.3 (4.3) NM Operating income 30.1 33.8 (3.7) -11% Interest expense 1.2 1.2 - 0% Pension settlement charges 10.3 - 10.3 NM Other income, net (0.6) (1.0) 0.4 -40% Income tax (benefit) expense (0.3) 7.6 (7.9) NM Income from continuing operations 19.5$ 26.0$ (6.5)$ -25% Diluted earnings per share 0.32$ 0.42$ (0.10)$ -24% Diluted adjusted earnings per share 0.40$ 0.44$ (0.04)$ -9% Gross Margin 22.4% 25.7% SEG&A expenses as a % of net sales 12.5% 13.0% Effective tax rate -1.6% 22.6%

8 Adjusted Earnings per Share ($ in millions, except per share data) 2021 2020 2021 2020 Income from continuing operations 19.5$ 26.0$ 100.6$ 96.1$ Add (less): Income tax (benefit) expense (0.3) 7.6 17.0 28.5 Income before income taxes 19.2 33.6 117.6 124.6 Add (less): Acquisition and integration-related (benefits) expenses (3.0) 1.3 (2.1) 2.1 Pension-related charges (1) 10.3 (0.2) 10.6 2.3 Restructuring - - - 1.3 Coronavirus-related expenses (2) - 0.1 1.2 2.3 Purchase accounting effects (3) 0.2 0.2 0.7 0.7 Adjusted income before income taxes 26.7 35.0 128.0 133.3 Adjusted income tax expense (4) (1.8) (7.8) (19.6) (30.3) Adjusted income from continuing operations 24.9$ 27.2$ 108.4$ 103.0$ Diluted EPS 0.32$ 0.42$ 1.63$ 1.56$ Adjusted diluted EPS 0.40$ 0.44$ 1.75$ 1.67$ Three Months Ended December 31, Twelve Months Ended December 31, (1) Pension-related charges in the three and tw elve months ended December 31, 2021 include $10.3 million of pension settlement charges incurred in connection w ith a pension annuitization project. In addition, during the tw elve months ended December 31, 2021 and 2020, the Company recorded charges of $0.3 million and $2.3 million, respectively, in connection w ith the w ithdraw al from multi-employer pension plans. Such charges are included as a component of Other (income) expense, net on the Consolidated Statements of Operations. (4) Adjusted income tax expense for the three and tw elve months ended December 31, 2021 and 2020 w as recomputed after excluding the impact of acquisition and integration-related (benefits) expenses, pension-related charges, restructuring activity, coronavirus-related expenses, and purchase accounting effects, w here applicable. (3) Purchase accounting effects in the three and tw elve months ended December 31, 2021 and 2020 relate to adjustments to exclude the step-up in the valuation of equipment acquired in recent business combinations that w as sold during the periods presented. (2) Coronavirus-related expenses in the three and tw elve months ended December 31, 2021 and 2020 relate to direct expenses incurred in connection w ith the Company's response to the coronavirus pandemic, that are incremental to, and separable from, normal operations. Such expenses primarily relate to incremental paid time off provided to employees and costs incurred to implement enhanced w orkplace safety protocols.

9 Financial Strength and Flexibility * * Dollar amounts as of, or for the quarter ending 12/31/2021, unless otherwise noted ** Net debt is a non‐GAAP measure and is computed as total debt of $282.8 M, less total cash and cash equivalents of $40.5 M Strong capital structure • Cash and cash equivalents of $41 M • Net debt of ~$242 M ** • In July 2019, we executed a five‐year, $500 M revolving credit facility, with flexibility to increase by additional $250 M for acquisitions • No debt maturities until July 2024 • Net debt leverage remains low • Compliant with all covenants with significant headroom Healthy cash flow and access to cash facilitate further organic growth investments and cash returns to stockholders • Generated ~$47 M of cash from operations in Q4 this year, bringing full‐year operating cash generation to $102 M • ~$209 M of availability under revolving credit facility • Continuing to invest in organic growth; purchased Elgin, IL manufacturing facility in Q4 (~$20 M) and University Park, IL manufacturing facility in February 2022 (~$28 M) • Completed acquisition of Ground Force Worldwide on October 4, 2021 for initial payment of ~$43 M • Completed acquisition of Deist Industries, Inc. on December 30, 2021 for initial payment of ~$37 M • Paid $5.5 M for dividends in Q4, bringing the total paid in 2021 to $22.0 M; recently declared dividend of $0.09 per share for Q1 2022 • Share repurchases totaling $15.4 M during 2021 ($12.0 M in Q4); ~$75 M of repurchase authorization remaining under current programs (~3% of market cap)

CEO Comments – Q4 Performance 10 • Record quarterly orders and backlog, with orders > $1.5 B for first time in Company’s history; municipal and industrial orders both up ~50% vs. last year • With lead times extended and chassis supply tightness, Q4 orders include some “pull forward”, which could cause distortion in order comparisons in subsequent quarters • Q4 results impacted by supply chain shortages, notably for chassis, which caused us to constantly modify production and sporadically shut down operations • Aftermarket business again strong, with Q4 revenues up $12 M, or 19%, vs. last year; represents ~30% of ESG revenues • Omicron variant caused dramatic increase in employee absences at our facilities and suppliers; trends continued into January when we recorded ~300 positive cases, about 8x‐9x higher than run rate in prior months  Estimate that we lost 20,000 direct labor hours in January alone • Ongoing pressure from inflation; continuing to take pricing actions in response • Delays in receiving customer‐supplied chassis, and some additional inflationary increases meant we had less price realization than previously anticipated

CEO Comments ‐ Looking Ahead 11 • Remain focused on delivering strong results, while continuing to execute long‐term strategy • Balance sheet provides opportunities to drive both organic growth and M&A • Aftermarket business has grown to represent ~30% of ESG revenues; additional projects underway to drive further growth • Ongoing focus on electrification efforts; our first two plug‐in hybrid electric street sweepers were recently placed into service On February 15, 2022, the city of Los Angeles introduced the nation’s first two Elgin plug‐in hybrid electric Broom Bear street sweepers into service

CEO Comments ‐ Looking Ahead (cont.) 12 • Seeing benefits from federal stimulus funding in our municipal orders • Expect that infrastructure bill could provide meaningful benefits for most of our product offerings • Continue to be bullish about safe‐digging opportunity and expect to see an uptick in demand with recent increase in oil prices • M&A pipeline remains active • Expect supply chain tightness to persist in 2022 The recently‐launched TRUVAC TRXX vacuum excavator is a compact trailer with the power and features required at a variety of jobsites to perform a wide range of tasks

2022 Outlook Adjusted EPS* ranging from $1.76 to $2.00 13  Revenue of $1.35 B to $1.45 B, including full‐year contribution from 2021 acquisitions; represents YoY growth of 11% ‐ 20% vs. $1.21 B in 2021  Double‐digit improvement in pre‐tax earnings  Depreciation and amortization expense of ~$60 M  Capital expenditures of $25 M to $30 M, excluding University Park building purchase  Interest expense of ~$6‐8 M  Effective tax rate resets to a normalized rate of ~25%, excluding discrete items; YoY EPS headwind of ~$0.20  ~62 M weighted average shares outstanding Key Assumptions  Although seasonal effects typically result in Q1 earnings being lower than subsequent quarters, expect Q1 2022 to be softer than normal, largely due to supply chain volatility, COVID‐related absences and adverse weather effects  Expect recovery over remainder of the year, with 2H earnings expected to represent ~60% of full‐year earnings  No significant deterioration in current supply chain environment; assumes steady flow of customer‐provided chassis  No significant increase in current input costs *Adjusted earnings per share (“EPS”) is a non-GAAP measure, which includes certain adjustments to reported GAAP income from continuing operations and diluted EPS. In 2021, we made adjustments to exclude the impact of acquisition and integration-related (benefits) expenses, pension-related charges, restructuring activity, coronavirus-related expenses and purchase accounting effects, where applicable. Should any similar items occur in 2022, we would expect to exclude them from the determination of adjusted EPS. However, because of the underlying uncertainty in quantifying amounts which may not yet be known, a reconciliation of our Adjusted EPS outlook to the most applicable GAAP measure is excluded based on the unreasonable efforts exception in Item 10(e)(1)(i)(B).

Federal Signal Q4 2021 Earnings Call 14 Q&A March 1, 2022 Jennifer Sherman, President & Chief Executive Officer Ian Hudson, SVP, Chief Financial Officer

Investor Information Stock Ticker ‐ NYSE:FSS Company website: federalsignal.com/investors HEADQUARTERS 1415 West 22nd Street, Suite 1100 Oak Brook, IL 60523 INVESTOR RELATIONS CONTACTS 630‐954‐2000 Ian Hudson SVP, Chief Financial Officer IHudson@federalsignal.com 15

Federal Signal Q4 2021 Earnings Call 16 Appendix

Consolidated Adjusted EBITDA 17 Consolidated $ millions, except % 2021 2020 2021 2020 Income from continuing operations 19.5$ 26.0$ 100.6$ 96.1$ Add (less): Interest expense 1.2 1.2 4.5 5.7 Pension settlement charges 10.3 - 10.3 - Acquisition and integration-related (benefits) expenses (3.0) 1.3 (2.1) 2.1 Restructuring - - - 1.3 Coronavirus-related expenses - 0.1 1.2 2.3 Purchase accounting effects * - 0.1 0.3 0.3 Other (income) expense, net (0.6) (1.0) (1.7) 1.1 Income tax (benefit) expense (0.3) 7.6 17.0 28.5 Depreciation and amortization 12.9 11.7 50.4 44.8 Consolidated adjusted EBITDA 40.0$ 47.0$ 180.5$ 182.2$ Net Sales 301.4$ 294.8$ 1,213.2$ 1,130.8$ Consolidated adjusted EBITDA margin 13.3% 15.9% 14.9% 16.1% Three Months Ended December 31, Twelve Months Ended December 31, * Excludes purchase accounting expense effects included within depreciation and amortization of $0.2 million and $0.1 million for the three months ended December 31, 2021 and 2020, respectively, and $0.4 million and $0.4 million for the twelve months ended December 31, 2021 and 2020, respectively

Segment Adjusted EBITDA 18 ESG $ millions, except % Q4 2021 Q4 2020 Operating Income 24.1$ 33.3$ Add: Acquisition and integration-related expenses 0.1 0.1 Purchase accounting effects * - 0.1 Depreciation and amortization 12.0 10.7 Adjusted EBITDA 36.2$ 44.2$ Net Sales 245.5$ 237.6$ Adjusted EBITDA margin 14.7% 18.6% SSG $ millions, except % Q4 2021 Q4 2020 Operating Income 10.1$ 10.3$ Add: Depreciation and amortization 0.9 0.9 Adjusted EBITDA 11.0$ 11.2$ Net Sales 55.9$ 57.2$ Adjusted EBITDA margin 19.7% 19.6% * Excludes purchase accounting expense effects included within depreciation and amortization of $0.2 million and $0.1 million for the three months ended December 31, 2021 and 2020, respectively

Non‐GAAP Measures • Adjusted income from continuing operations and earnings per share (“EPS”) ‐ The Company believes that modifying its 2021 and 2020 income from continuing operations and diluted EPS provides additional measures which are representative of the Company’s underlying performance and improves the comparability of results between reporting periods. During the three and twelve months ended December 31, 2021 and 2020, adjustments were made to reported GAAP income from continuing operations and diluted EPS to exclude the impact of acquisition and integration‐related (benefits) expenses, pension‐related charges, restructuring activity, coronavirus‐related expenses and purchase accounting effects, where applicable. • Adjusted EBITDA and adjusted EBITDA margin ‐ The Company uses adjusted EBITDA and the ratio of adjusted EBITDA to net sales ("adjusted EBITDA margin"), at both the consolidated and segment level, as additional measures which are representative of its underlying performance and to improve the comparability of results across reporting periods. We believe that investors use versions of these metrics in a similar manner. For these reasons, the Company believes that adjusted EBITDA and adjusted EBITDA margin, at both the consolidated and segment level, are meaningful metrics to investors in evaluating the Company’s underlying financial performance. • Consolidated adjusted EBITDA is a non‐GAAP measure that represents the total of income from continuing operations, interest expense, pension settlement charges, acquisition and integration‐related (benefits) expenses, restructuring activity, coronavirus‐related expenses, purchase accounting effects, other income/expense, income tax benefit/expense, and depreciation and amortization expense. Consolidated adjusted EBITDA margin is a non‐ GAAP measure that represents the total of income from continuing operations, interest expense, pension settlement charges, acquisition and integration‐related (benefits) expenses, restructuring activity, coronavirus‐ related expenses, purchase accounting effects, other income/expense, income tax benefit/expense, and depreciation and amortization expense divided by net sales for the applicable period(s). • Segment adjusted EBITDA is a non‐GAAP measure that represents the total of segment operating income, acquisition and integration‐related expenses, restructuring activity, coronavirus‐related expenses, purchase accounting effects and depreciation and amortization expense, as applicable. Segment adjusted EBITDA margin is a non‐GAAP measure that represents the total of segment operating income, acquisition and integration‐related expenses, restructuring activity, coronavirus‐related expenses, purchase accounting effects and depreciation and amortization expense, as applicable, divided by net sales for the applicable period(s). Segment operating income includes all revenues, costs and expenses directly related to the segment involved. In determining segment income, neither corporate nor interest expenses are included. Segment depreciation and amortization expense relates to those assets, both tangible and intangible, that are utilized by the respective segment. Other companies may use different methods to calculate adjusted EBITDA and adjusted EBITDA margin. 19