exv4w2







Exhibit 4.2




Loan Agreement dated October 14, 2008 between Badger Meter, Inc. and the M&I Marshall &
Ilsley

 Bank relating to Badger Meter’s euro note.




BADGER METER, INC.

EURO NOTE




	 	 	 
	Euro 3,663,003

	 	Milwaukee, Wisconsin
	 

	 	October 14, 2008






     1. FOR VALUE RECEIVED, the undersigned, Badger Meter. Inc., (hereinafter “Maker”),
promises to pay to the order of M&I Marshall & Ilsley Bank (hereinafter “Holder”) at 770 North
Water Street, Milwaukee, Wisconsin, 53202, the principal sum of THREE MILLION, SIX
HUNDRED-SIXTY-THREE THOUSAND, THREE EURO DOLLARS (Euro 3,663,003) on October 31,
2009.



     Both principal and interest are to be made in Euro Dollars at the offices of M&I Marshall &
Ilsley Bank, Attention: Loan and Discount Department, 770 North Water Street, Milwaukee,
Wisconsin, 53202, or at such other place as the holder shall designate in writing to the maker.



          Maker also agree(s) to pay interest from the date hereof on the unpaid principal balance from
time to time outstanding at a rate per annum as follows: Interest shall be due and payable on the
outstanding balance due or advanced hereunder at a per annum rate equal to the LIBOR INDEX RATE
(EURO) plus the MARGIN. In the event and during such time as the BANK shall determine that a
CHANGE IN CIRCUMSTANCE has occurred, the interest rate on the borrowings evidenced by this Note
shall adjust automatically without notice to a per annum rate equal to the BANK’s PRIME RATE.
Notwithstanding the foregoing, after the maturity hereof, whether by acceleration, demand, default
or otherwise interest shall accrue at a rate per annum, payable on demand, equal to the BANK’s
PRIME RATE plus five percentage points until paid in full. CHANGE IN CIRCUMSTANCE shall mean
anyone or more of the following: (a) The British Bankers Association shall cease publishing “London
Interbank Offered Rates (EUROS)” for a 30 day deposit period; (b) Any governmental authority,
central bank or comparable agency shall make it unlawful or impossible for the BANK to make or
offer loans based upon the LIBOR INDEX RATES (EUROS); or (c) The BANK shall determine any
applicable law, rule, regulation, interpretation or directive applicable to the BANK has or would
have the effect of reducing the rate of return to the BANK on the loan evidenced by this Note to a
level below that which the BANK would have achieved but for the loan utilizing the LIBOR INDEX
RATES (EUROS). LIBOR INDEX RATE (EURO) shall mean for any applicable funding period the rate of
interest (rounded upwards, if necessary, to the next higher 1/100 of 1%) published by The British
Bankers Association two business days prior to funding as the “London Interbank Offered Rate
(EURO)” for Euro deposits of the applicable advance period. MARGIN shall mean 100.basis
points. Interest shall be payable at the end of each applicable advance period as billed to the
Maker by the Holder hereof and shall be computed on the actual number of days on the basis of a
year of 360 days. Each advance under this Note can be in 30-day increments for up to 360
days. Advances under this Note must be greater than or equal to $100,000.00 and cannot be prepaid.
Should maker choose an advance period greater than 90 days, holder may increase the margin to
adjust the interest rate to equate to the annual compounded rate if monthly interest payments were
made.




     2. As used herein, the term “prime rate” shall mean the rate of interest announced from time
to time by the Holder as its “prime rate,” such term being used only as a reference rate and not
necessarily representing the lowest rate charged to any customer of Holder. In the event Holder
ceases to use the term “prime rate” in setting a base rate of interest for commercial loans, the
term “prime rate” as used herein shall be determined by reference to the rate used by Holder as its
base rate of interest for commercial loans.



     3. It is agreed that time is of the essence in the performance of all obligations hereunder
and under the Loan Documents. If Maker shall fail to make any payment hereunder when due, or upon
the occurrence of an event of default in the performance or observance of any of the terms,
agreements, covenants or conditions contained in the Loan Documents, then, or at any time
thereafter, the entire principal balance of this Note, irrespective of the maturity date specified
herein, together with the then accrued interest thereon, shall, at the election of the Holder
hereof, and without notice of such election, become immediately due and payable.



     4. All Makers, endorsers, guarantors and sureties hereof jointly and severally waive
presentment, protest, notice of dishonor, and notice of intent to accelerate; and they also jointly
and severally hereby consent to any and all renewals, extensions or modifications of the terms
hereof, including the terms or time for payment; and further agree that any such renewal, extension
or modification of the terms hereof or time for payment or of the terms of any of the Loan
Documents or the release or substitution of any security for the indebtedness evidenced hereby or
any other indulgences shall not otherwise affect the liability of any of said parties for the
indebtedness evidenced by this Note. Any such renewals, extensions or modifications may be made
without notice to any of said parties.



     5. This Note shall be the joint and several obligation of all Makers, endorsers, guarantors,
and sureties, and shall be binding upon them and their successors and assigns and shall inure to
the benefit of the successors and assigns of Holder. All Makers, endorsers, guarantors, and
sureties hereof agree jointly and severally to pay all costs of collection (including those
incurred in any bankruptcy proceedings and regardless of whether suit is filed) and foreclosure,
including reasonable attorneys’ fees and costs.



     6. Any forbearance of Holder in exercising any right or remedy hereunder or under the Loan
Documents, or otherwise afforded by applicable law, shall not be a waiver of or preclude the
exercise of any right or remedy. The acceptance by Holder of payment of any sum payable hereunder
after the due date of such payment shall not be a waiver of Holder’s right to either require prompt
payment when due of all other sums payable hereunder or to declare a default for failure to make
prompt payment.



     7. This Note shall be governed by and construed in accordance with the laws of the State of
Wisconsin.



     8. If any payment of principal or interest due on this Note is payable on a day which is a
Saturday, Sunday, or legal holiday in the State of Wisconsin, then such payment shall be due on the
next business day, the amount of such payment, in such case, to include all interest accrued to the
date of actual payment.



 









 





     9. No setoff or counterclaim of any kind claimed by any Maker, endorser, guarantor or surety
liable under this Note shall stand as a
defense to the enforcement of this Note against any Maker, endorser, guarantor or surety, it being
agreed that any such setoff or counterclaim must be maintained by separate suit.



     10. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FOREBEAR FROM ENFORCING
REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO
PROTECT YOU (MAKER(S) AND US (HOLDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE
REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.



     11. THE MAKER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY (WHICH THE HOLDER ALSO WAIVES) IN ANY
ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS NOTE, THE
OBLIGATIONS OF THE MAKER HEREUNDER OR THE HOLDER’S CONDUCT IN RESPECT OF ANY OF THE FOREGOING.


IN WITNESS WHEREOF. Maker has executed this Note as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 
	BADGER METER, INC.	 	 	 	M&I MARSHALL & ILSLEY BANK	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Richard E. Johnson
 

	 	 	 	Title:
	 	/s/ David C. Doran
 

	 	 
	Title:

	 	Senior VP — Finance, CFO & Treasurer
	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Ronald H. Dix
 

	 	 	 	By:
	 	/s/ Pat O’Connor
 

	 	 
	Title:

	 	Senior VP — Administration
	 	 	 	Title
	 	Senior Vice President