Exhibit 4.1






Exhibit 4.1




Loan Agreement dated July 1, 2008 between Badger Meter, Inc. and the M&I Marshall & Ilsley Bank

relating to Badger Meter, Inc.’s business note.




M&I MARSHALL & ILSLEY BANK




PROMISSORY NOTE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal	 	Loan Date	 	Maturity	 	Loan No.	 	Call / Coll	 	Account	 	Officer	 	Initials
	$15,000,000.00

	 	07-01-2008
	 	06-30-2010	 	 	 	 	 	 	 	 	 	 





References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.




	 	 	 	 	 	 	 
	Borrower:

	 	Badger Meter, Inc.
	 	Lender:
	 	M&I Marshall & Ilsley Bank
	 

	 	4545 W. Brown Deer Rd.
	 	 	 	SE Wisconsin Region Commercial Lending
	 

	 	Milwaukee, WI 53223-2413
	 	 	 	770 North Water Street
	 

	 	 	 	 	 	Milwaukee, WI 53202






					
	Principal Amount: $15,000,000.00
	 	Initial Rate: 5.040%
	 	Date of Note: July 1, 2008





PROMISE TO PAY. Badger Meter, Inc. (“Borrower”) promises to pay to M&I Marshall & Ilsley Bank
(“Lender”), or order, in lawful money of the United States of America, the principal amount of
Fifteen Million & 00/100 Dollars ($15,000,000.00) together with interest at the rate of 5.040% per
annum on the unpaid principal balance from July 1, 2008, until paid in full. The interest rate may
change under the terms and conditions of the “INTEREST AFTER DEFAULT” section.



PAYMENT. Borrower will pay this loan in 24 regular payments of $658,783.65 each payment.
Borrower’s first payment will be due July 31, 2008, and will be for all principal and all accrued
interest not yet paid. Payments include principal and interest. Unless otherwise agreed or
required by applicable law, payments will be applied to Accrued Interest, Principal, Late Charges,
and Escrow. The annual interest rate for this Note is computed on a 365/360 basis; that is, by
applying the ratio of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days the principal balance is
outstanding. Borrower will pay Lender at Lender’s address shown above or at such other place as
Lender may designate in writing.



PREPAYMENT PENALTY. Upon prepayment of this Note, Lender is entitled to the following prepayment
penalty: The Yield Maintenance Fee, as hereinafter provided, shall be immediately due and payable
by Maker upon a full or partial prepayment of this Note at any time prior to the final scheduled
payment due date on the Note.



Yield Maintenance Fee: “Yield Maintenance Fee” means an amount equal to the excess, if any, of the
amount of:



(i) monthly interest which would otherwise be payable on the prepaid principal amount of this Note
from the date of prepayment through the final scheduled payment due date on the Note, over the



(ii) monthly interest Lender would earn if the prepaid principal amount were reinvested for the
period from the date of prepayment through the final scheduled payment due date on the Note, at the
Reinvestment Rate (as hereinafter defined) plus 1.25%,



Such difference shall be discounted to present value at the Reinvestment Rate.



Reinvestment Rate:



If the remaining term of the Note is less than one year, “Reinvestment Rate” means: the yield in
percent per annum on Eurodollar Deposits (London) as of the Reinvestment Rate Determination Date
(as hereinafter defined) which has a maturity equal to the remaining term of the Note;



If the remaining term of the Note is one year or more, “Reinvestment Rate” means: the yield in
percent per annum on Interest Rate Swaps as of the Reinvestment Rate Determination Date which has a
maturity equal to the remaining term of the Note; or,



In the event there is no rate available for a term that is equal to the remaining term of the Note,
“Reinvestment Rate” means: the linear interpolation between the two rates (Eurodollar Deposits
and/or Interest Rate Swaps, as applicable), one for the closest maturity less than the remaining
term of the Note, and the other for the closest maturity greater than the remaining term of the
Note.



Reinvestment Rate Determination Date: “Reinvestment Rate Determination Date” means the date which
is five (5) banking days prior to the scheduled prepayment date.



Published yields: Yields on Eurodollar Deposits (London) and Interest Rate Swaps shall
be the applicable rates available and published most recently by the Board of Governors
of the Federal Reserve System as of such Reinvestment Rate Determination Date.
(Release H.15, available a www.federalreserve.gov/releases/h15/update)



Prepayment calculation notice to Borrower: Following the notice of prepayment from the Maker
described above, Lender shall promptly notify

Borrower of the amount and the basis of determination of the required Yield Maintenance Fee, and
such determination and amount shall be binding on both parties absent manifest error. Except for
the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation
to continue to make payments under the payment schedule. Rather, early payments will reduce the
principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to
send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower
sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note,
and Borrower will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other payment instrument that
indicates that the payment constitutes “payment in full” of the amount owed or that is tendered
with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or
delivered to: M&I Marshall & Ilsley Bank, P.O. 3114 Milwaukee, WI 53201-3114.



LATE CHARGE. If a payment is not made on or before the10th day after it is due, Borrower will be
charged 5.000% of the unpaid portion of the regularly scheduled payment.



INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest
rate on this Note shall be increased by 3.000 percentage points. The interest rate will not exceed
the maximum rate permitted by applicable law.





1









 








PROMISSORY NOTE

(Continued)




			
	Loan No:
	 	Page 2





DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this Note:





	 	 	Payment Default. Borrower fails to make any payment when due under this Note.
	 
	 	 	Other Defaults. Borrower fails to comply with or to perform any other term, obligation,
covenant or condition contained in this Note or in any of the related documents or to comply
with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Borrower.
	 
	 	 	Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension
of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of
any other creditor or person that may materially affect any of Borrower’s property or Borrower’s
ability to repay this Note or perform Borrower’s obligations under this Note or any of the
related documents.
	 
	 	 	False Statements. Any warranty, representation or statement made or furnished to Lender by
Borrower or on Borrower’s behalf under this Note or the related documents is false or misleading
in any material respect, either now or at the time made or furnished or becomes false or
misleading at any time thereafter.
	 
	 	 	Insolvency. The dissolution or termination of Borrower’s existence as a going business, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any
assignment for the benefit of creditors, any type of creditor workout, or the commencement of
any proceeding under any bankruptcy or insolvency laws by or against Borrower.
	 
	 	 	Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,
whether by judicial proceeding, self-help, repossession or any other method, by any creditor of
Borrower or by any government agency against any collateral securing the loan. This includes a
garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However,
this Event of Default shall not apply if there is a good faith dispute by Borrower as to the
validity or reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding
and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in
an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for
the dispute.
	 
	 	 	Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,
endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser,
surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity
of, or liability under, any guaranty of the indebtedness evidenced by this Note.
	 
	 	 	Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common
stock of Borrower.
	 
	 	 	Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender
believes the prospect of payment or performance of this Note is impaired.
	 
	 	 	Insecurity. Lender in good faith believes itself insecure.




LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note
and all accrued unpaid interest immediately due, and then Borrower will pay that amount.



ATTORNEY’S FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits
under applicable law, Lender’s attorney’s fees and Lender’s legal expenses, whether or not there is
a lawsuit, including attorney’s fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable
law, Borrower also will pay any court costs, in addition to all other sums provided by law.



JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.



GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent
not preempted by federal law, the laws of the State of Wisconsin without regard to its conflicts of
law provisions. This Note has been accepted by Lender in the State of Wisconsin.



CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the
jurisdiction of the courts of Milwaukee County, State of Wisconsin.



DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $15.00 if Borrower makes a payment on
Borrower’s loan and the check or preauthorized charge with which Borrower pays is later dishonored.




RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in
all Borrower’s accounts with Lender (whether checking, savings, or some other account). This
includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open
in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for
which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on the debt
against any and all such accounts, and, at Lender’s option, to administratively freeze all such
accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.


HEDGING INSTRUMENTS. Obligations and Indebtedness includes, without limitation all obligations,
indebtedness and liabilities arising pursuant to or in connection with any interest rate swap
transaction, basis swap, forward rate transaction, interest rate option, price risk hedging
transaction or any similar transaction between the Borrower and Lender.



SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s
heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender
and its successors and assigns.



GENERAL PROVISIONS. This Note benefits Lender and its successors and assigns, and binds Borrower
and Borrower’s heirs, successors, assigns, and representatives. If any part of this Note cannot be
enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any
of its rights or remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand
for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such parties agree that
Lender may renew or extend (repeatedly and for any length of time) this loan or release any party
or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest
in the collateral; and take any other action deemed necessary by Lender without the consent of or
notice to anyone. All such parties also agree that Lender may modify this loan without the consent
of or notice to anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.




2









 








PROMISSORY NOTE

(Continued)




			
	Loan No:
	 	Page 3





PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER
AGREES TO THE TERMS OF THE NOTE.



BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.



BORROWER:



BADGER METER, INC.




	 	 	 	 	 
	By:

	 	/s/ Richard A. Meeusen
 

Chairman, President and Chief Executive Officer
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Richard E. Johnson
 

Senior Vice President — Finance, Chief Financial Officer and Treasurer
	 	 






3