Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 10.12    
  


 
 

AMENDMENT NO. 1 TO SECOND AMENDED
  AND RESTATED SECURITYHOLDERS AGREEMENT    
  


    This Amendment No. 1 to Second Amended and Restated Securityholders Agreement ("Amendment"), dated as of
December 14, 1999, is entered into by and among Power Measurement Ltd., a British Columbia company ("PML"), GFI-PML Investors
Corp., a British Columbia company ("GFI-PML"), the Holdco Investors (as defined in the Securityholders Agreement), PML Employee (EVCC) Corp.
("EVCC"), and each of J. Bradford Forth and David Giles (together, the "Management Holders"), Power
Measurement Holdings, Inc., a Delaware corporation ("Holdco"), and Power Measurement USA, Inc., a Delaware corporation
("PML USA"). 


W
I T N E S S E T H: 


    WHEREAS,
PML, GFI-PML, the Holdco Investors, EVCC, the Management Holders, Holdco and PML USA are parties to that certain Securityholders Agreement dated as of
January 4, 1999 (the "Securityholders Agreement"); 


    WHEREAS,
PML, GFI-PML, the Holdco Investors, EVCC, the Management Holders, Holdco and PML USA now desire to amend the Securityholders Agreement, as set forth in this
Amendment. 


    NOW,
THEREFORE, for valuable consideration, and intending to be legally bound hereby, the parties agree as follows: 


    1.  Section 1.7
shall be amended in its entirety as follows: 



    "Holdco Investors" shall mean RIT; Tinicum Investors, a Delaware limited partnership; Regency Trust, a Barbados trust;
GFI-PML Partners, L.P., a California limited partnership; GFI-PML Energy Ventures, L.P., a Delaware limited partnership; OCM; and GFI One LLC, a Delaware limited liability
company. A Holdco Investor who ceases to own any shares of the capital stock of Holdco shall, at such time, cease to be a "Holdco Investor" for all purposes of this Second Amended Agreement (unless
such person thereafter again acquires shares of capital stock of Holdco), provided that such change in status shall be without prejudice to any rights of such Holdco Investor that arose prior to the
date of such change in status. "Holdco Investors" shall also include Persons who obtain shares of Holdco Common Stock after the date of this Second Amended Agreement and who become parties to this
Second Amended Agreement prior to, or upon receipt of, such shares, including, without limitation, the EVCC and the Management Holders, upon exercise of their various rights to obtain Holdco Common
Stock. 




    2.  The
following section will be added after section 11.17 of the Securityholders Agreement: 



    11.18
New Employee-Shareholders. Holdco Common Stock may be acquired from Holdco by employees of PML who are not presently parties to
this Second Amended Agreement from time to time and at the discretion of Holdco; provided that if such employees agree in writing to receive and hold such stock subject to all the provisions of this
Second Amended Agreement, such employees shall be deemed to be Holdco Investors for all purposes under this Second Amended Agreement. Upon any issuance of Holdco Common Stock, the secretary of Holdco
may replace Schedule A with an updated version. 




    3.  This
Agreement shall be governed by and construed in accordance with the laws of the State of California (other than its rule of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby). 



    4.  Except
as modified hereby, the Securityholders Agreement shall remain in full force and effect. 


1





 


    5.  This Amendment may be executed in separate counterparts, all of which taken together shall constitute a single instrument. 


    IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed effective as of the day and year first above written. 



	

PML	
 	

 	
 	

PML POWER MEASUREMENT LTD.,

a British Columbia company
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/ [ILLEGIBLE]   
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	 	

	

HOLDCO	
 	

 	
 	

POWER MEASUREMENT HOLDINGS, INC.,

a Delaware corporation
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/ [ILLEGIBLE]   
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	 	

	

PML USA	
 	

 	
 	

POWER MEASUREMENT USA, INC.,

a Delaware corporation
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/ [ILLEGIBLE]   
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	 	

	

GFI-PML	
 	

 	
 	

GFI-PML INVESTORS CORP.,

a British Columbia company
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/ [ILLEGIBLE]   
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	 	






	

HOLDCO Investors	
 	

 	
 	

RIT CAPITAL PARTNERS PLC

a U.K. investment company
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/ [ILLEGIBLE]   
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	/s/ [ILLEGIBLE]   
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	/s/ [ILLEGIBLE]   
	 	 	 	 	 	 	 	 	




2





 

	

 	
 	

 	
 	

TINICUM INVESTORS

a Delaware general partnership
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/ [ILLEGIBLE]   
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	 	

	

 	
 	

 	
 	

REGENCY TRUST

a Barbados trust
	

 	
 	

 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	[ILLEGIBLE]

	 	 	 	 	 	 	Title:	 	TRUSTEE
	 	 	 	 	 	 	 	 	

	

 	
 	

 	
 	

GFI-PML PARTNERS, L.P.

a California limited partnership
	

 	
 	

 	
 	

 	
 	

By: GFI-PML GP, INC.

a California corporation, its General Partner
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/ [ILLEGIBLE]   
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	 	

	



 	

 	



 	

 	



/s/ RICHARD S. KOLODNY   
 GFI-PML ENERGY VENTURES, L.P.

a Delaware limited partnership
	

 	
 	

 	
 	

 	
 	

By: GFI-PML GP, INC.

a California corporation, its General Partner





	 	 	 	 	 	 	By:	 	/s/ [ILLEGIBLE]   
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	 	






	

EVCC	
 	

 	
 	

PML EMPLOYEE (EVCC) CORP.,

a British Columbia company
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/ MARTIN HANCOCK   
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	MARTIN HANCOCK

	 	 	 	 	 	 	Title:	 	DIRECTOR
	 	 	 	 	 	 	 	 	




3





 

	

Management Holders	
 	

 	
 	

/s/ J. BRADFORD FORTH   

	



OCM	

 	



 	

 	



/s/ DAVID GILES   
 OCM PRINCIPAL OPPORTUNITIES FUND, L.P.,

a Delaware limited partnership
	

 	
 	

 	
 	

 	
 	

By: Oaktree Capital Management, LLC.,

a California limited liability company, its General Partner





	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/ [ILLEGIBLE]   
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	 	

	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/ [ILLEGIBLE]   
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	 	






	

GFI One LLC	
 	

 	
 	

GFI ONE LLC,

a Delaware limited liability company,
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/ [ILLEGIBLE]   
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	 	





4









QuickLinks



Exhibit 10.12


AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT