Federal Signal Corporation Supplemental Agreement

Exhibit 4C

Federal Signal Corporation
Supplemental Agreement

     This Supplemental Agreement (herein, the “Agreement”) is entered into as of September 6, 2007, by and among Federal Signal Corporation, a Delaware corporation (the “Borrower”), Federal Signal Europe B.V. y CIA, S.C., a Spanish company “sociedad colectiva” incorporated under the laws of Spain and domiciled in Calle Doctor Ferran 7, Vilassar de Dalt (Barcelona) Postal Code 08339 and registered with the Barcelona Commercial Registry under Volume 39272 Folio 109 Page B-343809, First Entry, with Tax ID Number C-64402126 and duly represented by its legal Representative Mr. Jose Maria Paso Luna (the “Alternative Currency Borrower”), Bank of Montreal Ireland p.l.c. (the “Alternative Currency Lender”), BMO Capital Markets Financing, Inc., a Delaware corporation, as Swing Line Lender under the Credit Agreement hereinafter identified and defined, and Bank of Montreal, acting as administrative agent hereunder for the Lenders hereinafter identified and defined (Bank of Montreal, acting as such administrative agent and any successor or successors to Bank of Montreal acting in such capacity being hereinafter referred to as the “Agent”).

Preliminary Statements

     A. The Borrower is a party to a Second Amended and Restated Credit Agreement dated as of April 25, 2007, among the Borrower, the several Guarantors from time to time party hereto, the several financial institutions from time to time party thereto, as Banks, the Swing Line Lender and the Agent (such Credit Agreement, as the same may be amended, modified or supplemented from time to time, is referred to herein as the “Credit Agreement”).

     B. Concurrently herewith the Borrower, the Agent, the Alternative Currency Borrower and the Swing Line Lender are entering into a Designation of Alternative Currency Borrower of even date herewith (such Designation of Alternative Currency Borrower, as the same may be amended, modified or supplemented from time to time, is referred to herein as the “Designation Agreement”) pursuant to which, among other things, the Alternative Currency Borrower has become a party to the Credit Agreement for the purpose of obtaining Swing Loans under the Swing Line.

     C. The parties hereto are entering into this Agreement to provide for the Alternative Currency Lender to become a Designated Alternative Currency Lender under the Credit Agreement for the purpose of making Swing Loans denominated in Euros to the Alternative Currency Borrower under the Credit Agreement.

      Now, Therefore , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the satisfaction of the conditions precedent set forth in Section 4 below, the parties hereto agree as follows:

Section 1. Agreements.

      Section 1.1. Swing Loans. The parties hereto agree that from and after the effective date of this Agreement the Alternative Currency Lender shall be a Designated Alternative Currency Lender under the Credit Agreement for the purpose of making Swing Loans denominated in Euros to the Alternative Currency Borrower under the Credit Agreement. The Alternative Currency Lender shall have all of the rights and obligations of a Designated Alternative Currency Lender under the Credit Documents. The Alternative Currency Lender agrees to make Swing Loans denominated in Euros to the Alternative Currency Borrower, subject to the terms and conditions set forth in the Credit Agreement and this Agreement.

      Section 1.2. Applicable Interest Rate. Each Swing Loan made or maintained by the Alternative Currency Lender shall bear interest during each Interest Period it is outstanding (computed on the basis of a year of 360 days and actual days elapsed) on the unpaid principal amount thereof from the date such Swing Loan is advanced or continued until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus EURIBOR applicable for such Interest Period, payable on the last day of the Interest Period and at maturity (whether by acceleration or otherwise), and, if the applicable Interest Period is longer than three months, on each day occurring every three months after the commencement of such Interest Period. The Alternative Currency Lender shall determine each interest rate applicable to the Swing Loans made by it hereunder, and a reasonable determination thereof by the Alternative Currency Lender shall be conclusive and binding except in the case of manifest error or willful misconduct.

      Section 1.3. Minimum Borrowing Amount. Each Swing Loan made hereunder shall be in an amount not less than € 500,000 and in integral multiples of € 250,000.

      Section 1.4. Manner of Borrowing and Designating Interest Rates. (a) Notice to the Agent. The Alternative Currency Borrower shall give notice to the Agent by no later than 11:00 a.m. (Chicago time) (i) at least four (4) Business Days before the date on which the Alternative Currency Borrower requests the Alternative Currency Lender to advance a Swing Loan. After a Swing Loan is made hereunder, the Alternative Currency Borrower may from time to time elect, on the last day of the Interest Period applicable thereto, to continue part or all of such Swing Loan for an Interest Period or Interest Periods specified by the Alternative Currency Borrower. The Alternative Currency Borrower shall give all such notices requesting the advance or continuation of a Swing Loan hereunder to the Agent by telephone or telecopy (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing). Notices of the continuation of a Swing Loan for an additional Interest Period must be given by no later than 11:00 a.m. (Chicago time) at least four (4) Business Days before the date of the requested continuation. All such notices concerning the advance or continuation of a Swing Loan shall specify the date of the requested advance or continuation (which shall be a Business Day), the amount of the requested Swing Loan to be advanced or continued and the Interest Period applicable thereto. The Alternative Currency Borrower agrees that the Agent may rely on any such telephonic or telecopy notice given by any person it in good faith believes is an Authorized Representative without the necessity of independent investigation, and in the event

any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Agent has acted in reliance thereon.

      (b) Notice to the Alternative Currency Lender. The Agent shall give telephonic or telecopy notice to the Alternative Currency Lender of any notice from the Alternative Currency Borrower received pursuant to Section 1.4(a) above within one Business Day of the Agent’s receipt of such notice from the Alternative Currency Borrower. The Alternative Currency Lender shall notify the Agent, and thereafter the Agent shall give notice to the Alternative Currency Borrower, by like means of the interest rate applicable to each Swing Loan made hereunder.

      (c) Alternative Currency Borrower’s Failure to Notify. Any outstanding Swing Loans made hereunder shall automatically be continued for an additional Interest Period of one month duration on the last day of its then current Interest Period unless the Alternative Currency Borrower notifies the Agent within the period required by Section 1.9(a) that it intends to prepay such Swing Loan.

      (d) Disbursement of Loans. Not later than 12:00 Noon (Dublin time) on the date of any requested advance of a new Swing Loan under this Agreement, subject to Section 7 of the Credit Agreement, the Alternative Currency Lender shall make available to the Alternative Currency Borrower the requested Swing Loan in funds immediately available at the principal office of the Alternative Currency Lender in Dublin, Ireland.

      Section 1.5. Default Rate Notwithstanding anything to the contrary contained in Section 1.2 hereof, at the direction of the Required Banks while any Event of Default exists or (unless and until rescinded by the Required Banks) after acceleration, the Alternative Currency Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all Swing Loans made under this Agreement (computed on the basis of a year of 360 days and actual days elapsed), at a rate per annum equal to the sum of two percent (2%) plus the rate of interest in effect thereon at the time of such default until the end of the Interest Period applicable thereto and, thereafter, at a rate per annum equal to the sum of two percent (2%) plus the Applicable Margin plus the EURIBOR from time to time in effect; provided, however, that in the absence of acceleration or any other Event of Default pursuant to Section 9.1(a) of the Credit Agreement, any adjustments pursuant to this Section 1.5 shall be made at the election of the Required Banks with written notice to the Alternative Currency Borrower. While any Event of Default exists or after acceleration, interest shall be paid on demand of the Agent at the request or with the consent of the Required Banks.

      Section 1.6. Note for Loans. (a) The Swing Loans made to the Alternative Currency Borrower by the Alternative Currency Lender shall be evidenced by a single promissory note of the Alternative Currency Borrower issued to the Alternative Currency Lender in the form of Exhibit A hereto. Such promissory note is hereinafter referred to as the “Swing Note.”

     (c) The Alternative Currency Lender shall record on its books and records or on a schedule to its Swing Note the amount of each Loan advanced or continued by it, all payments of principal and interest and the principal balance from time to time outstanding thereon, and the

Interest Period and the interest rate applicable thereto. The record thereof, whether shown on such books and records of the Alternative Currency Lender or on a schedule to its Swing Note, shall be prima facie evidence as to all such matters; provided, however, that the failure of the Alternative Currency Lender to record any of the foregoing or any error in any such record shall not limit or otherwise affect the obligation of the Alternative Currency Borrower to repay all Swing Loans made to it hereunder together with accrued interest thereon. At the request of the Alternative Currency Lender and upon the Alternative Currency Lender tendering to the Alternative Currency Borrower the Swing Note to be replaced, the Alternative Currency Borrower shall furnish a new Swing Note to the Alternative Currency Lender to replace any outstanding Swing Note, and at such time the first notation appearing on a schedule on the reverse side of, or attached to, Swing Note shall set forth the aggregate unpaid principal amount of all Loans, if any, then outstanding thereon.

      Section 1.7. Interest Periods. As provided in Section 1.4(a) hereof, at the time of each request to advance or continue any Swing Loan, the Alternative Currency Borrower shall select an Interest Period applicable to such Loan from among the available options. The term “Interest Period” means the period commencing on the date a Swing Loan is advanced or continued and ending 1, 2, 3 or 6 months thereafter; provided, however, that:

     (a) the Alternative Currency Borrower may not select an Interest Period that extends beyond the Termination Date;

     (b) whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall be extended to the next succeeding Business Day, provided that, if such extension would cause the last day of an Interest Period for a Swing Loan to occur in the following calendar month, the last day of such Interest Period shall be the immediately preceding Business Day; and

     (c) for purposes of determining an Interest Period for a Swing Loan, a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided, however, that if there is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end.

      Section 1.8. Maturity of Loans. Each Swing Loan shall mature and become due and payable by the Alternative Currency Borrower on the Termination Date.

      Section 1.9. Prepayments. (a) Optional. The Alternative Currency Borrower may prepay without premium or penalty and in whole or in part (but, if in part, then: (i) in an amount not less than € 250,000, and (ii) in an amount such that the minimum amount required for a Swing Loan pursuant to Section 1.3 hereof remains outstanding) any Swing Loans upon four (4) Business Days’ prior notice to the Agent, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment and

any compensation required by Section 1.10 hereof. The Agent will promptly advise the Alternative Currency Lender of any such prepayment notice it receives from the Alternative Currency Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of the Credit Agreement and this Agreement, be borrowed, repaid and borrowed again.

     (b)  Mandatory. (i) If on the last day of any month or on any other date specified by the Agent the sum of the aggregate Original Dollar Amount of all Swing Loans then outstanding shall exceed $35,000,000, the Alternative Currency Borrower shall within two Business Days prepay the Swing Loans outstanding hereunder by the amount, if any, necessary to eliminate such excess.

     (ii) The Swing Loans made hereunder are subject to mandatory prepayment on the terms set forth in Section 2.3 of the Credit Agreement.

      Section 1.10. Funding Indemnity. If the Alternative Currency Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by the Alternative Currency Lender to fund or maintain any Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to the Alternative Currency Lender, but in any event excluding any loss of profit) as a result of:

     (a) any payment, prepayment or conversion of a Swing Loan on a date other than the last day of its Interest Period,

     (b) any failure (because of a failure to meet the conditions of Section 7 of the Credit Agreement or otherwise) by the Alternative Currency Borrower to borrow or continue a Swing Loan on the date specified in a notice given pursuant to Section 1.4(a) or established pursuant to Section 1.4(c) hereof,

     (c) any failure by the Alternative Currency Borrower to make any payment of principal on any Swing Loan when due (whether by acceleration or otherwise), or

     (d) any acceleration of the maturity of a Swing Loan as a result of the occurrence of any Event of Default under the Credit Agreement,

then, upon the demand of the Alternative Currency Lender, the Alternative Currency Borrower shall pay to the Alternative Currency Lender such amount as will reimburse the Alternative Currency Lender for such loss, cost or expense. If the Alternative Currency Lender makes such a claim for compensation, it shall provide to the Alternative Currency Borrower, with a copy to the Agent, a certificate executed by an officer of the Alternative Currency Lender setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate if reasonably calculated shall be conclusive absent demonstrable error.

      Section 1.11. Place and Application of Payments. All payments of principal of and interest on the Swing Loans and of all other amounts payable by the Alternative Currency Borrower under this Agreement and the Credit Agreement, shall be made by the Alternative Currency Borrower to the Alternative Currency Lender by no later than 1:00 p.m. (Dublin time) on the due date thereof at the principal office of the Alternative Currency Lender in Dublin, Ireland (or such other location in Dublin, Ireland as the Alternative Currency Lender may designate to the Alternative Currency Borrower). Any payments received after such time shall be deemed to have been received by the Alternative Currency Lender on the next Business Day. All such payments shall be made in Euros in such funds then customary for the settlement of international transactions in such currency, in each case without set-off or counterclaim.

      Section 1.12. Change of Law. Notwithstanding any other provisions of this Agreement or the Swing Note, if at any time after the date hereof any change in applicable law or regulation or in the interpretation thereof makes it unlawful for the Alternative Currency Lender to make or continue to maintain Swing Loans or to perform its obligations as contemplated hereby, the Alternative Currency Lender shall promptly give notice thereof to the Alternative Currency Borrower and the Alternative Currency Lender’s obligations to make or maintain Swing Loans under this Agreement shall terminate. To the extent required by such change, the Alternative Currency Borrower shall prepay on demand the outstanding principal amount of any such affected Swing Loans, together with all interest accrued thereon at a rate per annum equal to the interest rate applicable to such Swing Loan.

      Section 1.13. Increased Cost and Reduced Return (a) If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, 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 the Alternative Currency Lender with any request or directive (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the relevant jurisdiction) of any such authority, central bank or comparable agency:

     (i) shall subject the Alternative Currency Lender to any tax, duty or other charge with respect to Swing Loans, Swing Notes or any thereof, or shall change the basis of taxation of payments to the Alternative Currency Lender of the principal of or interest on such Swing Loans or any other amounts due under this Agreement in respect of such Swing Loans or its obligation to make Swing Loans (except for changes in the rate of tax on the overall net income or profits of the Alternative Currency Lender imposed by the jurisdiction in which the Alternative Currency Lender is incorporated, or in which its principal executive office is located); or

     (ii) shall impose, modify or deem applicable any reserve (including any liquidity reserve), special deposit or similar requirement (including, without limitation, any such requirement imposed by any Regulatory Authority irrespective of whether or not such requirements have the force of law) against assets of, deposits with or for the account of, or credit extended by, the Alternative Currency Lender or shall impose on the Alternative Currency Lender or on the interbank market any other condition affecting Swing Loans, Swing Notes or its obligation to make Swing Loans;

and the result of any of the foregoing is to increase the cost to the Alternative Currency Lender of making or maintaining any Swing Loan, or to reduce the amount of any sum received or receivable by the Alternative Currency Lender under this Agreement or under Swing Notes with respect thereto, by an amount deemed by the Alternative Currency Lender to be material, then, within fifteen (15) days after demand by the Alternative Currency Lender (with a copy to the Agent), the Alternative Currency Borrower shall be obligated to pay to the Alternative Currency Lender such additional amount or amounts as will compensate the Alternative Currency Lender for such increased cost or reduction; provided, however, that the Alternative Currency Lender shall promptly notify the Alternative Currency Borrower of an event which might cause it to seek compensation, and the Alternative Currency Borrower shall be obligated to pay only such compensation which is incurred or which arises after the date ninety (90) days prior to the date such notice is given. In the event any law, rule, regulation or interpretation described above is revoked, declared invalid or inapplicable or is otherwise rescinded, and as a result thereof the Alternative Currency Lender is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by Alternative Currency Borrower to the Alternative Currency Lender hereunder, the Alternative Currency Lender shall refund such amount or amounts to Alternative Currency Borrower without interest.

     (b) If the Alternative Currency Lender shall have determined that the adoption, after the date hereof, of any applicable law, rule or regulation regarding capital adequacy, or any change therein (including, without limitation, any revision in the requirements of any Regulatory Authority, or in any other applicable capital rules heretofore adopted and issued by any governmental authority), 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 the Alternative Currency Lender with any request or directive regarding capital adequacy (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the applicable jurisdiction) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Alternative Currency Lender’s capital, or on the capital of any corporation controlling the Alternative Currency Lender, as a consequence of its obligations hereunder to a level below that which the Alternative Currency Lender could have achieved but