GUARANTY AND PAYMENT AGREEMENT

Exhibit 10.9

[EXECUTION COPY]

GUARANTY AND PAYMENT AGREEMENT
(FS DEPOT, INC.)

     This GUARANTY AND PAYMENT AGREEMENT (FS DEPOT, INC.) (this “ Agreement ”) is made as of June 27, 2008 by FEDERAL SIGNAL CORPORATION, a Delaware corporation (“ Guarantor ”), in favor of BANC OF AMERICA PUBLIC CAPITAL CORP, a Kansas corporation (“ Buyer ”).

STATEMENT OF PURPOSE

     FS Depot, Inc., a Wisconsin corporation (“ Seller ”), and Buyer propose to enter into a Tax-Exempt Lease Purchase Agreement dated as of June 27, 2008 (as amended, supplemented, restated or otherwise modified from time to time, the “ Purchase Agreement ”) pursuant to which Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, in each case from time to time in accordance with the terms and conditions of the Purchase Agreement, certain tax-exempt leases and certain related assets.

     Guarantor is the sole shareholder of Seller and will derive substantial benefit from the execution and delivery of the Purchase Agreement. The execution and delivery of this Agreement by Guarantor is a condition precedent to the execution and delivery of the Purchase Agreement by Buyer.

     NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other consideration the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

ARTICLE I
DEFINITIONS

     1.1. Definitions . All capitalized terms used but not defined in this Agreement shall have the respective meanings assigned to such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

     “ Buyer ” has the meaning set forth in the preamble to this Agreement.

     “ Enforcement Costs ” has the meaning set forth in Section 2.8 .

     “ Excluded Amounts ” has the meaning set forth in Section 5.2 .

     “ GAAP ” means accounting principles as in effect from time to time generally accepted in the United States, applied by Guarantor and its consolidated subsidiaries on a basis consistent with the preparation of Guarantor’s consolidated financial statements.

     “ Guaranteed Obligations ” has the meaning set forth in Section 2.1 .

     “ Guarantor ” has the meaning set forth in the preamble to this Agreement.

     “ Indemnified Amounts ” has the meaning set forth in Section 5.1 .

     “ Indemnified Party ” has the meaning set forth in Section 5.1 .

     “ Material Adverse Effect ” means a material adverse effect on (i) the ability of Guarantor to perform its obligations under this Agreement or any other Transaction Document, (ii) the legality, validity or enforceability of this Agreement or any other Transaction Document, (iii) the interest of Buyer in the Purchased Assets or (iv) the collectibility of the Purchased Leases.

     “ Purchase Agreement ” has the meaning set forth in the preamble to this Agreement.

     “ Recourse Obligations ” means (i) the obligation of Seller to repurchase certain Purchased Assets pursuant to Article V of the Purchase Agreement, (ii) the obligation of Seller to forward certain Collections to Buyer pursuant to Section 6.2 of the Purchase Agreement and (iii) the obligation of Seller to indemnify Buyer against certain amounts and to reimburse Buyer for certain costs and expenses, in each case pursuant to Article VII of the Purchase Agreement.

     “ Seller ” has the meaning set forth in the preamble to this Agreement.

ARTICLE II
GUARANTY

     2.1. Scope of Guaranty . Guarantor absolutely, unconditionally and irrevocably guarantees to Buyer (i) the full and prompt payment of all Recourse Obligations when due and payable and at all times thereafter, (ii) the full and prompt payment of all Enforcement Costs when due and payable and at all times thereafter and (iii) the full, complete and punctual observance, performance and satisfaction of all of the obligations, duties, covenants and agreements of Seller under the Purchase Agreement and the other Transaction Documents to the extent that any failure or delay by Seller in the observance, performance or satisfaction of such obligations, duties, covenants or agreements would constitute or give rise to a Recourse Obligation. All payment obligations described in clauses (i), (ii) or (iii) above are referred to herein as the “ Guaranteed Obligations ”, whether or not allowed or allowable as a claim in any bankruptcy or other insolvency proceeding, including any interest that would have accrued under the terms of any of the Transaction Documents.

     2.2. Payment by Guarantor . The liability of Guarantor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Seller or any other Person (including, without limitation, any other guarantor). Guarantor hereby waives any right to require that an action be brought against Seller or any other Person or to require that resort be had to any security or to any balance of any deposit account or credit on the books of Buyer in favor of Seller or any other Person. Buyer shall have the right, at its option, either before, during or after pursuing any other right or remedy against Seller or Guarantor, to perform any and all of the Guaranteed Obligations by or through any agent, contractor or subcontractor, or any of their agents, of its selection, all as Buyer in its sole discretion deems proper, and Guarantor shall indemnify and hold Buyer free and harmless from and against any and all loss, damage, cost, expense, injury or liability Buyer may suffer or incur in connection with the exercise of its rights under this Agreement or the performance of the Guaranteed Obligations, except to the extent the same arises as a result of the gross negligence or willful misconduct of Buyer.

     2.3. Cumulative Remedies . All of the remedies set forth herein and/or provided by any of the other Transaction Documents or in equity or at law shall be equally available to Buyer, and the choice by Buyer of one such alternative over another shall not be subject to question or challenge by Guarantor or any other Person, nor shall any such choice be asserted as a defense, set-off or failure to mitigate damages in any action, proceeding or counteraction by Buyer to recover or seeking any other remedy under this Agreement, nor shall such choice preclude Buyer from subsequently electing to exercise a different remedy. The parties have agreed to the alternative remedies hereinabove specified in part because they

recognize that the choice of remedies in the event of a failure hereunder will necessarily be and should properly be a matter of business judgment, which the passage of time and events may or may not prove to have been the best choice to maximize recovery by Buyer at the lowest cost to Seller and/or Guarantor. It is the intention of the parties that such choice by Buyer be given conclusive effect regardless of such subsequent developments.

     2.4. Waivers . Guarantor hereby waives, to the fullest extent permitted by law, and agrees not to assert: (i) notice of acceptance of this Agreement by Buyer and any and all notices and demands of every kind which may be required to be given by any statute, rule or law; (ii) the defense of the statute of limitations in any action hereunder; (iii) any defense that may arise by reason of the lack of authority of Seller or the failure of Buyer to file or enforce a claim against the estate (in any bankruptcy or other proceeding) of Seller; (iv) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices (other than as may be expressly herein required) of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurrence of any new or additional indebtedness or obligation of Seller or of any action or non action on the part of Seller or Buyer under this Agreement or any other Transaction Document; (v) any defense based upon an election of remedies by Buyer; (vi) any right or claim to or right to cause a marshalling of the assets of Seller or Guarantor; (vii) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (viii) any duty on the part of Buyer to disclose to Guarantor any facts Buyer may now or hereafter know about Seller, regardless of whether Buyer has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or have reason to believe that such facts are unknown to Guarantor or have a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Seller and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (ix) any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Transaction Documents; (x) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon an insolvency proceeding of Seller) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Buyer to enforce any of its rights, whether now or hereafter required, which Buyer may have against Guarantor; and (xi) any modification of any Transaction Document or any obligation of Seller relating to any of the Recourse Obligations by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise. Without limiting the foregoing, Guarantor acknowledges and agrees that Leases may be purchased from time to time by Buyer from Seller without notice to or authorization from Guarantor, regardless of the financial or other condition of Seller at the time of any such purchase. Buyer shall have no obligation to disclose or discuss with Guarantor its assessment of the financial or other condition of Seller. Guarantor acknowledges that no representations of any kind whatsoever have been made by Buyer to Guarantor.

     2.5. Renewals; Modifications; Amendments . Guarantor agrees that Guarantor’s liability as guarantor shall in no way be impaired by (i) any renewals or extensions which may be made from time to time, with or without the knowledge or consent of Guarantor, of the time for payment of any Guaranteed Obligation, (ii) any forbearance or delay in collecting any Guaranteed Obligation or any waiver by Buyer under the Purchase Agreement or any other Transaction Document, (iii) Buyer’s failure or election not to pursue any other remedies it may have against Seller or any change or modification in the Purchase Agreement or any other Transaction Document, (iv) the acceptance by Buyer of any security or any increase, substitution or change therein, (v) the release by Buyer of any security or any withdrawal thereof or decrease therein or (vi) the application of payments received from any source other than on account of

the Guaranteed Obligations to the payment of any obligation other than the Guaranteed Obligations, even though Buyer might lawfully have elected to apply such payments to all or any part of the Guaranteed Obligations. Guarantor further agrees that Buyer may at any time enter into agreements with Seller to amend and modify the Purchase Agreement or any other Transaction Document and may waive or release any provision of the Purchase Agreement or any other Transaction Document and, with reference to such instruments, may make and enter into any such agreement as Buyer and Seller may deem proper and desirable, without in any manner impairing this Agreement or any of Buyer’s rights hereunder or any of Guarantor’s obligations hereunder.

     2.6. Unconditional Obligation . This Agreement constitutes an absolute, unconditional, complete, present and continuing guaranty of payment and performance and not of collection, and the obligations of Guarantor hereunder shall be primary, absolute, independent and unconditional under any and all circumstances whatsoever. Guarantor intends to remain liable as principal for payment or performance of the Guaranteed Obligations until all such indebtedness has been irrevocably paid in full and the other terms, covenants and conditions of the Purchase Agreement, the other Transaction Documents and this Agreement have been performed, notwithstanding any circumstance, act or thing that might otherwise operate as a legal or equitable discharge of a surety. Neither Guarantor’s obligations under this Agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of Seller under the Purchase Agreement or any other Transaction Document or by reason of Seller’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against Seller. If at any time all or any part of any payment made by Guarantor or received by Buyer under or with respect to this Agreement or any other Transaction Document is or must be rescinded or returned for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of Guarantor or Seller), then the obligations of Guarantor hereunder shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence, notwithstanding such previous payment by Guarantor or receipt of payment by Buyer, and the obligations of Guarantor hereunder shall continue to be effective or be reinstated, as the case may be, as to such payment, all as though such previous payment had never been made. The obligations of Guarantor pursuant to the preceding sentence shall survive any termination, cancellation or release of this Agreement.

     2.7. Application of Payments . Buyer may apply any amounts received by it from any source on account of any Guaranteed Obligation to the payment of the Guaranteed Obligations in such order as Buyer may from time to time elect.

     2.8. Enforcement Costs . If (i) an attorney is retained to collect this Agreement or this Agreement is collected through any legal proceeding, (ii) an attorney is retained to represent Buyer in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under this Agreement or in respect of any Guaranteed Obligation, (iii) an attorney is retained to provide advice or other representation with respect to an enforcement action or potential enforcement action relating to this Agreement after a default has occurred hereunder or (iv) an attorney is retained to represent Buyer in any other legal proceeding whatsoever in connection with this Agreement or any Guaranteed Obligation, then Guarantor shall pay to Buyer upon demand all reasonable attorneys’ fees, costs and expenses, including, without limitation, court costs, filing fees, recording costs, expenses of foreclosure and all other costs and expenses incurred in connection therewith, (collectively, “ Enforcement Costs ”) in addition to all other amounts due hereunder.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF GUARANTOR

     3.1. Representations and Warranties Concerning Guarantor . Guarantor represents and warrants that the following are true as of the date of this Agreement. Each representation and warranty is made to induce Buyer to enter into the Purchase Agreement and shall be automatically restated and ratified as of each Purchase Date.