exv10w2






Exhibit 10.2




			
	 	 	 
	
	 	EXECUTION COPY





 




Dated 11 January 2010




AMENDMENT DEED



in respect of a

SENIOR FACILITIES AGREEMENT

dated 12 June 2005



(as amended and restated by amendment and restatement agreements

dated 11 July 2005, 17 August 2005, 13 February 2006, 19 May 2006, 25 October 2006, 3 May

2007, 24 April 2008 and 14 November 2008 and by an amendment agreement dated 11

November 2009 respectively)



and an

INTERCREDITOR DEED

dated 11 July 2005

(as amended and restated on 17 August 2005 and 8 May 2006)



between

REMBRANDT HOLDINGS S.A.

as Luxco 1



ELSTER GROUP S.E.

as Parent



ELSTER HOLDINGS GMBH

as Bidco, a Borrower and a Guarantor



THE COMPANIES LISTED HEREIN

as Borrowers and/or Guarantors



THE COMPANIES LISTED HEREIN

as Intra-Group Creditors and/or Intra-Group Debtors



DEUTSCHE BANK AG, LONDON BRANCH

as Mandated Lead Arranger



DEUTSCHE BANK AG, LONDON BRANCH

as Facility Agent for itself and for and on behalf of each Senior Finance Party



DEUTSCHE BANK AG, LONDON BRANCH

as Security Agent



and



DEUTSCHE BANK AG, DEUTSCHLANDGESCHÄFT BRANCH, ESSEN

COMMERZBANK AG, ESSEN BRANCH

as Issuing Lenders



White & Case llp

5 Old Broad Street

London EC2N 1DW



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	1. DEFINITIONS AND INTERPRETATION
	 	 	3	 
	2. AMENDMENTS TO THE SENIOR FACILITIES AGREEMENT
	 	 	3	 
	3. RATIFICATION OF SENIOR FACILITIES AGREEMENT
	 	 	4	 
	4. AMENDMENTS TO THE INTERCREDITOR DEED
	 	 	4	 
	5. RATIFICATION OF INTERCREDITOR DEED
	 	 	5	 
	6. REPRESENTATIONS AND WARRANTIES
	 	 	5	 
	7. FINANCE DOCUMENT
	 	 	5	 
	8. CONTINUITY
	 	 	5	 
	9. COUNTERPARTS
	 	 	5	 
	10. COSTS AND EXPENSES
	 	 	5	 
	11. MISCELLANEOUS
	 	 	5	 
	12. GOVERNING LAW AND JURISDICTION
	 	 	6	 
	SCHEDULE 1 THE OBLIGORS
	 	 	7	 
	Part A The Borrowers
	 	 	7	 
	Part B The Guarantors
	 	 	7	 
	Part C The Intra-Group Creditors
	 	 	8	 
	Part D The Intra-Group Debtors
	 	 	8	 
	SCHEDULE 2 CONDITIONS PRECEDENT
	 	 	9	 
	SCHEDULE 3 AMENDMENTS TO THE SENIOR FACILITIES AGREEMENT
	 	 	10	 
	Part A Amendments Upon the Effective Date
	 	 	10	 
	Part B Amendments Upon the Qualifying IPO Date
	 	 	13	 
	SCHEDULE 4 AMENDMENTS TO THE INTERCREDITOR DEED
	 	 	20	 
	Part A Amendments Upon the Effective Date
	 	 	20	 
	Part B Amendments Upon the Qualifying IPO Date
	 	 	20	 











(i)









 







THIS AMENDMENT DEED is dated           January 2010 and made between:





	(1)	 	REMBRANDT HOLDINGS S.A., a public limited-liability company (société anonyme) incorporated in
Luxembourg with its registered office at 20, avenue Monterey, L-2163 Luxembourg and registered
with the Register of Trade and Companies of Luxembourg under B108466 (“Luxco 1”);
	 
	(2)	 	ELSTER GROUP S.E., a European public limited-liability company (société Européenne)
incorporated in Luxembourg with its registered office at 26-28 rue Edward Steichen, L-2540
Luxembourg and registered with the Register of Trade and Companies of Luxembourg under number
B103553 irrespective of its legal form or place of registration as from time to time amended
(the “Parent” and also referred to as “Luxco 2”);
	 
	(3)	 	ELSTER HOLDINGS GMBH, a company organised under the laws of Germany, registered in the
commercial register of the local court of Essen under registration number HRB 18866 (“Bidco”);
	 
	(4)	 	THE COMPANIES LISTED IN PART A OF SCHEDULE 1 (The Borrowers) as Borrowers;
	 
	(5)	 	THE COMPANIES LISTED IN PART B OF SCHEDULE 1 (The Guarantors) as Guarantors;
	 
	(6)	 	THE COMPANIES LISTED IN PART C OF SCHEDULE 1 (The Intra-Group Creditors) as intra-group
creditors (“The Intra-Group Creditors”);
	 
	(7)	 	THE COMPANIES LISTED IN PART D OF SCHEDULE 1 (The Intra-Group Debtors) as intra-group debtors
(“The Intra-Group Debtors”);
	 
	(8)	 	DEUTSCHE BANK AG, LONDON BRANCH as mandated lead arranger (the “Mandated Lead Arranger”);
	 
	(9)	 	DEUTSCHE BANK AG, LONDON BRANCH as Facility Agent for itself and for and on behalf of each
Senior Finance Party;
	 
	(10)	 	DEUTSCHE BANK AG, LONDON BRANCH as Security Agent;
	 
	(11)	 	DEUTSCHE BANK AG, DEUTSCHLANDGESCHÄFT BRANCH, ESSEN as an Issuing Lender; and
	 
	(12)	 	COMMERZBANK AG, ESSEN BRANCH as an Issuing Lender




WHEREAS:





	(A)	 	This Deed is supplemental to and amends (i) a senior facilities agreement dated 12 June 2005
(as amended and restated by amendment and restatement agreements dated 11 July 2005, 17 August
2005, 13 February 2006, 19 May 2006, 25 October 2006, 3 May 2007, 24 April 2008 and 14
November 2008 and by an amendment agreement dated 11 November 2009 respectively and as further
amended and restated from time to time) (the “Senior Facilities Agreement”) between, among
others, Bidco, the Facility Agent, the Security Agent, the Documentation Agent and the
financial institutions named therein as lenders and (ii) an intercreditor deed dated 11 July
2005 (as amended and restated on 17 August 2005 and 8 May 2006 respectively and as further
amended and restated from time to time) (the “Intercreditor Deed”) between, amongst others,
Luxco 1, the Parent, Bidco, the Facilities Agent, the




2









 






	 	 	Security Agent, the Documentation Agent and the financed institutions named therein as
Senior Lenders.
	 
	(B)	 	The parties wish to amend each of the Senior Facilities Agreement and the Intercreditor Deed
on the terms and subject to the conditions set out in this Deed.




IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Deed:
	 
	 	 	“Consent Letter” means the request letter dated 10 December 2009 (as amended by a letter
dated 21 December 2009) from Bidco to the Facility Agent (for and on behalf of the Lenders),
the Security Agent and the Issuing Lenders in relation to the Senior Facilities Agreement
and the Intercreditor Deed.
	 
	 	 	“Effective Date” means the date on which the Consent Letter is countersigned by the Facility
Agent (for and on behalf of the Majority Lenders), the Security Agent and the Issuing
Lenders.
	 
	 	 	“Qualifying IPO Date” means the date that the proceeds of the Listing of the Parent have
been applied in accordance with Clause 8.3(d) (Mandatory Prepayments from Receipts) of the
Senior Facilities Agreement (as amended with effect from the Effective Date) following
completion of a Listing of the Parent provided the Facility Agent has received a compliance
certificate certified by the chief financial officer of the Parent demonstrating the Total
Leverage Ratio immediately following prepayment from the proceeds of the Listing in the
manner contemplated in the Consent Letter, as at the last day of the Quarter Period
immediately preceding the date of such Listing (but after giving effect to the application
of the proceeds of such Listing as provided in Clause 8.3(d) (Mandatory Prepayments from
Receipts) of the Senior Facilities Agreement (as amended with effect from the Effective
Date)) for the 12 month period ending on such date would be 2.5:1 or less.
	 
	1.2	 	Incorporation of Defined Terms






	 	(a)	 	Unless otherwise defined herein, words and expressions defined in the Senior
Facilities Agreement shall have the same meanings in this Deed.
	 
	 	(b)	 	The principles of construction set out in the Senior Facilities Agreement shall
be deemed incorporated in this Deed as if set out in full herein save that references
to the Senior Facilities Agreement shall be construed as references to this Deed.






	1.3	 	Third Party Rights
	 
	 	 	A person who is not a party to this Deed has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce or enjoy the benefit of any term of this Deed.
	 
	2.	 	AMENDMENTS TO THE SENIOR FACILITIES AGREEMENT






	 	(a)	 	With effect from (and including) the Effective Date, the Senior Facilities
Agreement shall be amended in the manner as set out in Part A of Schedule 3 (Amendments
to the Senior Facilities Agreement) and all references in the Senior Facilities
Agreement to “this Agreement” shall include this Deed.




3









 






	 	(b)	 	Provided that the Effective Date has occurred and the Facility Agent has
confirmed to the Lenders and Bidco in writing that it has received each of the
documents listed in Schedule 2 (Conditions Precedent) (each in form and substance
satisfactory to the Facility Agent), with effect from (and including) the Qualifying
IPO Date, the Senior Facility Agreement shall be amended in the manner set out in Part
B of Schedule 3 (Amendments to the Senior Facilities Agreement) and all references in
the Senior Facilities Agreement to “this Agreement” shall include this Deed.






	3.	 	RATIFICATION OF SENIOR FACILITIES AGREEMENT






	 	(a)	 	The Senior Facilities Agreement as amended by this Deed and\or the Consent
Letter is ratified and confirmed.
	 
	 	(b)	 	Each Guarantor confirms that the provisions of the guarantee and indemnity
contained in Clause 24 (Guarantees) of the Senior Facilities Agreement, as amended by
this Deed, shall continue and remain in full force and effect on and after the
Effective Date and shall extend to the obligations of the Obligors under (i) the Senior
Facilities Agreement as amended by this Deed and (ii) the other Finance Documents.
	 
	 	(c)	 	Each Obligor:






	 	(i)	 	acknowledges the prior amendment and restatement agreements in
respect of the Senior Facilities Agreement dated 11 July 2005, 17 August 2005,
13 February 2006, 19 May 2006, 25 October 2006, 3 May 2007, 24 April 2008 and
14 November 2008, the prior amendment agreement in respect of the Senior
Facility Agreement dated 11 November 2009 and the further amendment of the
Senior Facilities Agreement to be effected by this Deed; and
	 
	 	(ii)	 	confirms that notwithstanding any or all of the matters
referred to in paragraph (i) above:






	 	(A)	 	the Security Interests created under the
Security Documents extend to the guarantee obligations of the relevant
security providers under (1) the Senior Facilities Agreement as amended
by this Deed and (2) the other Finance Documents;
	 
	 	(B)	 	the obligations of the relevant Obligors under
the Finance Documents (as amended pursuant to this Deed) constitute
secured obligations (howsoever defined) for all purposes of the
Security Documents; and
	 
	 	(C)	 	the Security Interests created under the
Security Documents shall continue in full force and effect on the terms
of the respective Security Documents on and after the Effective Date.






	4.	 	AMENDMENTS TO THE INTERCREDITOR DEED






	 	(a)	 	With effect from (and including) the Effective Date, the Intercreditor Deed
shall be amended in the manner set out in Part A of Schedule 4 (Amendments to the
Intercreditor Deed) and all references in the Intercreditor Deed to “this Deed” shall
include this Deed.
	 
	 	(b)	 	Provided that the Effective Date has occurred and the Facility Agent has
confirmed to the Lenders and Bidco in writing that it has received each of the
documents listed in




4









 






	 	 	 	Schedule 2 (Conditions Precedent) (each in form and substance satisfactory to the
Facility Agent), with effect from (and including) the Qualifying IPO Date, the
Intercreditor Deed shall be amended in the manner set out in Part B of Schedule 4
(Amendments to the Intercreditor Deed) and all references in the Intercreditor Deed
to “this Deed” shall include this Deed.






	5.	 	RATIFICATION OF INTERCREDITOR DEED
	 
	 	 	The Intercreditor Deed as amended by this Deed is ratified and confirmed.
	 
	6.	 	REPRESENTATIONS AND WARRANTIES






	 	(a)	 	Each of the Obligors (or, in the case of Clause 15.8(b) (No default), Bidco)
makes the representations and warranties set out in Clause 15 (Representations and
Warranties) of the Senior Facilities Agreement (except for and to the extent of those
representations referred to in Clauses 15.29(a), (b), (c), (e), (f) and (g)
(Repetition)) on the date hereof, on the Effective Date, and on the Qualifying IPO
Date, in each case by reference to the facts and circumstances then existing, to the
Finance Parties.
	 
	 	(b)	 	Each of Luxco 1, the Parent, Bidco, each of the Obligors, each of the
Intra-Group Creditors and each of the Intra-Group Debtors hereby makes the
representations and warranties set out in Clause 16 (Representations and Warranties) of
the Intercreditor Deed on the date hereof, on the Effective Date and on the Qualifying
IPO Date, in each case by reference to the facts and circumstances then existing, to
the Finance Parties.






	7.	 	FINANCE DOCUMENT
	 
	 	 	Each of this Deed, and the Senior Facilities Agreement (as amended by this Deed) and the
Intercreditor Deed (as amended by this Deed) is a Finance Document.
	 
	8.	 	CONTINUITY
	 
	 	 	Save as amended by this Deed, the provisions of the Senior Facilities Agreement and the
Intercreditor Deed shall remain in full force and effect.
	 
	9.	 	COUNTERPARTS
	 
	 	 	This Deed may be executed in any number of counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.
	 
	10.	 	COSTS AND EXPENSES
	 
	 	 	Bidco will on demand pay to the Facility Agent the amount of all costs and expenses
(including legal fees and other out-of-pocket expenses and any value added tax, stamp duty
or other similar tax thereon) reasonably incurred by the Facility Agent in connection with
the negotiation, preparation, execution and completion of this Deed and the transactions
contemplated by this Deed.
	 
	11.	 	MISCELLANEOUS
	 
	 	 	The provisions of Clause 29 (Notices and Certificates), Clause 30 (Amendments, Waivers and
Consents) and Clause 32 (Partial Invalidity) of the Senior Facilities Agreement shall be
deemed to be incorporated into this Deed as if such clauses were set out in full in this
Deed




5









 






	 	 	save that references in the Senior Facilities Agreement to “this Agreement” shall be
construed as references to the Senior Facilities Agreement as amended by this Deed.
	 
	12.	 	GOVERNING LAW AND JURISDICTION






	 	(a)	 	This Deed and any non-contractual obligations arising out of or in connection
with it shall be governed by, and construed in accordance with, English law.
	 
	 	(b)	 	The provisions of Clause 33.2 (Submission to Jurisdiction), Clause 33.3
(Freedom of Choice), Clause 33.4 (Process Agent) and Clause 33.5 (Service) of the
Senior Facilities Agreement shall be deemed to be incorporated into this Deed as if
such clauses were set out in full save that references in the Senior Facilities
Agreement to “this Agreement” shall be construed as references to this Deed.




IN WITNESS where of this Deed has been duly executed and delivered as a deed by each of the parties
hereto on the date first written above.








6









 








SCHEDULE 1




THE OBLIGORS



Part A

The Borrowers




	1.	 	Elster Holdings GmbH
	 
	2.	 	Elster Holdings UK Limited
	 
	3.	 	Elster Holdings Netherlands B.V.
	 
	4.	 	Elster Holdings US, Inc.





Part B

The Guarantors





	1.	 	Elster Holdings GmbH
	 
	2.	 	Elster Holdings UK Limited
	 
	3.	 	Elster Holdings Netherlands B.V.
	 
	4.	 	Elster Holdings US, Inc.
	 
	5.	 	Elster GmbH
	 
	6.	 	AMCO Water Metering Systems Holding LLC
	 
	7.	 	Elster AMCO Water, Inc.
	 
	8.	 	Elster American Meter Company
	 
	9.	 	Elster Perfection Corporation
	 
	10.	 	Elster Canadian Meter Company Inc.
	 
	11.	 	Elster Solutions, LLC
	 
	12.	 	Elster Metering Holdings Ltd
	 
	13.	 	Elster Metering Ltd
	 
	14.	 	Elster-Instromet B.V.
	 
	15.	 	OOO Elster Metronica
	 
	16.	 	ELSTER SERVICE GmbH




7









 











Part C

The Intra-Group Creditors





	1.	 	Elster Holdings GmbH
	 
	2.	 	Elster Holdings UK Limited
	 
	3.	 	Elster Holdings US, Inc.
	 
	4.	 	Elster GmbH
	 
	5.	 	Elster American Meter Company
	 
	6.	 	Elster Metering Holdings Ltd.
	 
	7.	 	Elster Metering Ltd.
	 
	8.	 	Elster-Instromet B.V.
	 
	9.	 	OOO Elster Metronica
	 
	10.	 	ELSTER SERVICE GmbH





Part D

The Intra-Group Debtors





	1.	 	Elster Holdings GmbH
	 
	2.	 	Elster Holdings UK Limited
	 
	3.	 	Elster Holdings US, Inc.
	 
	4.	 	Elster Holdings Netherlands B.V.
	 
	5.	 	Elster GmbH
	 
	6.	 	AMCO Water Metering Systems Holding LLC
	 
	7.	 	Elster AMCO Water, Inc.
	 
	8.	 	Elster Perfection Corporation
	 
	9.	 	Elster Canadian Meter Company Inc.
	 
	10.	 	Elster Solutions, LLC
	 
	11.	 	Elster Metering Holdings Ltd.
	 
	12.	 	Elster Metering Ltd.




8









 











SCHEDULE 2




CONDITIONS PRECEDENT




	1.	 	Corporate Authorisation: (a) in respect of each of Bidco, Luxco 1 and the Parent, a copy,
certified as a true copy by an authorised director, the secretary or any other authorised
officer, of a board resolution and/or other relevant internal resolution approving the
execution and delivery (for itself, and in respect of Bidco, for itself and as Obligors’ Agent
for the other Obligors in their respective capacities as Obligors, Intra-Group Creditors and
Intra-Group Debtors) and performance of this Deed and set out in paragraph 2 of this Schedule
2, all such documents to be in the agreed form; and (b) a letter addressed to Bidco signed as
a deed by each of the Intra-Group Creditors and the Intra-Group Debtors irrevocably
authorising Bidco, inter alia, to execute and deliver this Deed for the Intra-Group Creditors
and the Intra-Group Debtors.
	 
	2.	 	Finance Documents: originals of this Deed in the agreed form duly executed and delivered by
all the parties thereto.
	 
	3.	 	Legal Opinions: (a) a legal opinion of White & Case LLP as to matters of English law; (b) a
legal opinion of Clifford Chance, Frankfurt as to matters of German law as regards matters of
due incorporation and due authorisation only; and (c) a legal opinion of Kremer Associés &
Clifford Chance as to matters of Luxembourg law as regards matters of due incorporation and
due authorisation only.
	 
	4.	 	Fees: evidence that all fees and expenses due and payable under this Deed or in connection
with this Deed as at the Effective Date have been paid or will be paid within the agreed
timeframes.
	 
	5.	 	Acceding Guarantor: in respect of the accession of the Parent as an Acceding Guarantor,
delivery of an Accession Notice duly executed by Bidco and the Parent, together with the
documents set out in Part B of Schedule 7 (Accession Documents) of the Senior Facilities
Agreement and such other documents as the Facility Agent may reasonably require in respect of
the Parent, all in form and substance satisfactory to the Facility Agent.




9









 











SCHEDULE 3




AMENDMENTS TO THE SENIOR FACILITIES AGREEMENT



Part A

Amendments Upon the Effective Date




	1.	 	Definitions
	 
	 	 	The following definitions will be inserted in Clause 1.1 (Definitions) of the Senior
Facilities Agreement:
	 
	 	 	“Consent Letter” means the request letter dated 10 December 2009 (as amended by a letter
dated 21 December 2009) from Bidco to the Facility Agent (for and on behalf of the Lenders),
the Security Agent and the Issuing Lenders in relation to the Senior Facilities Agreement
and the Intercreditor Deed.
	 
	 	 	“Qualifying IPO Date” means the date that the proceeds of the Listing of the Parent have
been applied in accordance with Clause 8.3(d) (Mandatory Prepayments from Receipts) of the
Senior Facilities Agreement (as amended with effect from the Tenth Amendment Effective Date)
following completion of a Listing of the Parent provided the Facility Agent has received a
compliance certificate certified by the chief financial officer of the Parent demonstrating
the Total Leverage Ratio immediately following prepayment from the proceeds of the Listing
in the manner contemplated in the Consent Letter, as at the last day of the Quarter Period
immediately preceding the date of such Listing (but after giving effect to the application
of the proceeds of such Listing as provided in Clause 8.3(d) (Mandatory Prepayments from
Receipts) of the Senior Facilities Agreement (as amended with effect from the Tenth
Amendment Effective Date)) for the 12 month period ending on such date would be 2.5:1 or
less.
	 
	 	 	“Tenth Amendment Effective Date” has the meaning given to “Effective Date” in the amendment
deed dated on or about 
11 January 2010 in respect of this Agreement and the Intercreditor
Deed between, amongst others, Luxco 1, the Parent, Bidco, the Borrowers, the Guarantors, the
Intra-Group Creditors, the Intra-Group Debtors, the Mandated Lead Arranger, the Facility
Agent, the Security Agent and the Issuing Lenders.
	 
	2.	 	Mandatory Prepayments






	 	(a)	 	Paragraph (d) of Clause 8.3 (Mandatory Prepayments from Receipts) of the Senior
Facilities Agreement shall be amended so that a semicolon is inserted at the end of
paragraph (iii) and after paragraph (iii) the following is inserted:
	 
	 	 	 	“provided that, notwithstanding sub-paragraphs (i), (ii) and (iii) above, in
relation to a Listing of the Parent as contemplated in the Consent Letter the only
obligation of Bidco is to procure a prepayment of the Facilities within 5 Business
Days of the receipt of the proceeds of such Listing of an amount equivalent to the
lesser of:






	 	(i)	 	EUR 150,000,000; or
	 
	 	(ii)	 	an amount applied in prepayment of the Facilities so that
immediately following such prepayment the Total Leverage Ratio as at the last
day of the Quarter Period immediately preceding the date of the Listing (but
after giving effect to the application of the proceeds of such Listing) for the
12 month period on such date would be 2.5:1,




10









 






	 	 	 	in each case, with any proceeds in excess thereof being, at Bidco’s option, applied
in prepayment of the Facilities or retained on the balance sheet of the Parent up to
an amount so that immediately following such prepayment or application the Total
Leverage Ratio as at the last day of the Quarter Period immediately preceding the
date of the Listing (but after giving effect to the prepayment and any cash or Cash
Equivalents that remain on the balance sheet of the Parent from the proceeds of such
Listing) for the 12 month period ending on such date would be 2.5:1 or, at Bidco’s
discretion, less.”
	 
	 	(b)	 	In respect of paragraph (d) of Clause 8.3 (Mandatory Prepayments from Receipts)
of the Senior Facilities Agreement, the paragraph immediately following sub-paragraph
(iii) shall be deleted and replaced with the following:
	 
	 	 	 	“Any balance of the proceeds not required to be prepaid or retained on the balance
sheet in accordance with the above shall be available for use by the Group for
purposes not prohibited by this Agreement or to prepay any cash pay debt and
subordinated debt.”






	3.	 	Bonding Facility






	 	(a)	 	The definition of “Revolving Facility” in Clause 1.1 (Definitions) of the
Senior Facilities Agreement shall be amended by deleting the reference to “Clause
2.1(a)(vii)” in that definition and replacing it with “Clause 2.1(a)(viii)”.
	 
	 	(b)	 	In respect of Clause 5.1 (Delivery of Drawing Requests) of the Senior
Facilities Agreement, sub-paragraph (ii) of paragraph (i) shall be deleted and replaced
with the following:
	 
	 	 	 	“in the case of a Drawing under the Bonding Facility, the expiry date of the Letter
of Credit or Lender Guarantee which (aa) must be a date falling no later than 36
months after the Bonding Facility Maturity Date, provided that on the Bonding
Facility Maturity Date each Borrower shall fully cash collateralise its indemnity
obligations under any Letter of Credit or Lender Guarantee under which a claim may
be made after the Bonding Facility Maturity Date and (bb) must not be more than 36
months after the date of issue of such Letter of Credit or Lender Guarantee save in
the case of (A) Letters of Credit and Lender Guarantees in an aggregate amount not
exceeding EUR45,000,000 (or its equivalent in any other currency) for the Group
which may be for a specified or an unspecified period or (B) counter indemnities
given by the Issuing Lender to a third party bank in respect of letters of credit
and lender guarantees issued by the third party bank at the request of the Issuing
Lender where such counter indemnities are unrestricted in time;”






	4.	 	Financial Information






	 	(a)	 	In respect of Clause 19.4 (Financial Statements) of the Senior Facilities
Agreement:






	 	(i)	 	the following wording shall be inserted at the end of paragraph
(b):
	 
	 	 	 	“provided that any monthly accounts shall be made available pursuant to
limited access internet site following receipt by Bidco of executed
confidentiality undertakings from each Lender substantially in the form of
the latest LMA standard form”
	 
	 	(ii)	 	paragraph (c) shall be deleted and replaced with the following:




11









 






	 	 	 	“(i) in respect of the Financial Year beginning on 1 January 2010, by 28
February 2010, the annual budget for such Financial Year prepared using
either US GAAP (to be calculated in Euro or US Dollars) or IFRS (to be
calculated in Euro or US Dollars) to be made available pursuant to limited
access internet site following receipt by Bidco of executed confidentiality
undertakings from each Lender substantially in the form of the latest LMA
standard form together with any analysis to be delivered under Clause
19.12(b)(ii) (Guarantee Limitation Analysis), and (ii) in respect of any
other Financial Year, not more than 30 days after the beginning of each
Financial Year the annual budget for such Financial Year prepared using
either US GAAP (to be calculated in Euro or US Dollars) or IFRS (to be
calculated in Euro or US Dollars) together with any analysis to be delivered
in accordance with Clause 19.12(b)(ii) (Guarantee Limitation Analysis)”;
	 
	 	(b)	 	In respect of Clause 19.9 (Annual Presentation) of the Senior Facilities
Agreement, the following wording shall be inserted at the end of that Clause:
	 
	 	 	 	“provided that such annual presentation shall only address the financial performance
of the Group with respect to the previous Financial Year and shall not deal with any
future or projected financial performance of the Group.”






	5.	 	SEC Disclosure
	 
	 	 	A new Clause 19.13 (SEC Disclosure) shall be inserted into the Senior Facilities Agreement
as follows:






	 	“(a) 	 	 The Parent shall be permitted to file a copy of this Agreement and any other
Finance Document with the US Securities and Exchange Commission (the “SEC”) and have
this Agreement and any other Finance Document be publicly available pursuant to the
SEC’s Edgar Filing System or any successor thereto.
	 
	 	(b)	 	To the extent that any information required to be delivered under this
Agreement has been filed by the relevant Obligor with the SEC and publicly available
pursuant to the SEC’s Edgar Filing System or any successor thereto, the relevant
Obligor shall be deemed to have delivered such information in accordance with this
Agreement.”




12









 











Part B

Amendments Upon the Qualifying IPO Date





	1.	 	Margin






	 	(a)	 	The definition of “Margin” in Clause 1.1 (Definitions) of the Senior Facilities
Agreement shall be amended by inserting the words “Tranche C Term Facility, Tranche C1
Term Facility” after the words “Tranche B1 Term Facility” in the last paragraph of that
definition.
	 
	 	(b)	 	The following provisos shall be inserted at the end of Clause 6.5 (Margin
Adjustment) of the Senior Facilities Agreement:






	 	“(E) 	 	 for the first two full Quarter Periods following the Qualifying
IPO Date the Margin in respect of each Facility shall be further increased by
0.75% per annum but such increase shall cease immediately thereafter; and
	 
	 	(F)	 	with effect from the third Quarter Period following the
Qualifying IPO Date, the Margin in respect of each Facility shall be further
increased by the percentage per annum set out opposite the relevant range set
out in the column “Additional Margin Increase” below (as appropriate), based on
the consolidated quarterly financial statements last received by the Facility
Agent pursuant to Clause 19.4(b) (Financial Statements) together with the
certificate relating thereto delivered pursuant to Clause 19.5(a) (Compliance
Certificates), if the Total Leverage Ratio in respect of the 12 month period
ending on the last day of the relevant Quarter Period is within the range of
ratios set out in the “Total Leverage Ratio” column below:





	 	 	 	 	 
	 	 	Additional Margin Increase for the
	 	 	Tranche A, B, B1, C and C1 Term
	 	 	Facilities, the Bonding Facility and the
	Total Leverage Ratio	 	Revolving Facility
	Greater than 2.50:1
	 	 	0.75	%
	Greater than 2.25:1 but less than or
equal to 2.50:1
	 	 	0.50	%
	Greater than 2.00:1 but less than or
equal to 2.25:1
	 	 	0.25	%
	Less than or equal to 2.00:1
	 	No change







	2.	 	Total Leverage Ratio
	 
	 	 	In respect of Clause 20.1 (Total Leverage) of the Senior Facilities Agreement, the grid and
the words below the grid shall be deleted and replaced with the following:




13









 











	 	 	 	 	 
	Relevant Period	 	Maximum Ratio
	The Relevant Period ending on 31 March 2010
	 	 	3.75:1	 
	The Relevant Period ending on 30 June 2010
	 	 	3.75:1	 
	The Relevant Period ending on 30 September 2010
	 	 	3.75:1	 
	The Relevant Period ending on 31 December 2010
	 	 	3.75:1	 
	The Relevant Period ending on 31 March 2011
	 	 	3.75:1	 
	The Relevant Period ending on 30 June 2011
	 	 	3.75:1	 
	The Relevant Period ending on 30 September 2011
	 	 	3.50:1	 
	The Relevant Period ending on 31 December 2011
	 	 	3.50:1	 
	The Relevant Period ending on 31 March 2012
	 	 	3.50:1	 







	 	 	and on the last day of each Relevant Period thereafter, shall not be greater than 3.50:1.
	 
	3.	 	Dividends and Redemptions






	 	(a)	 	Clause 18.4 (Restriction on Redemption of Capital Contribution and Acquisition
of Own Shares) of the Senior Facilities Agreement shall be amended by deleting the
words “(other than a member of the Restricted Group)” from sub paragraph (i).
	 
	 	(b)	 	Clause 18.6 (Restriction on Payment of Dividends) of the Senior Facilities
Agreement shall be amended by deleting the words “which is not a member of the
Restricted Group” from sub-paragraph (i).
	 
	 	(c)	 	Clause 18.7 (Permitted Payments) of the Senior Facilities Agreement shall be
deleted and replaced with the following:
	 
	 	 	 	“Notwithstanding any other provision of the Senior Finance Documents, no Obligor
will, and each Obligor will procure that none of its Subsidiaries will:






	 	(a)	 	declare or pay, directly or indirectly, any Dividends or make
any Redemption, in each case, in favour of Luxco 1 or any other Equity Investor
(directly or indirectly); or
	 
	 	(b)	 	pay any interest, principal or other amount to its shareholders
(where such shareholders do not form part of the Group) under or in connection
with any Shareholder/Investor Debt Instrument (“Shareholder/Intercompany Loan”)
or pay any amount to or transfer monies to such shareholders (where such
shareholders do not form part of the Group),






	 	 	 	other than by way of a Permitted Payment. For this purpose, “Permitted Payments”
means amounts required to:






	 	(i)	 	in a maximum aggregate amount not exceeding EUR2,000,000 in
each Financial Year, pay non-executive director and monitoring fees and
expenses;
	 
	 	(ii)	 	make a Redemption as permitted under Clause 18.4 (Restriction
on Redemption of Capital Contribution and Acquisition of Own Shares) or, in
respect of a Redemption permitted under Clause 18.4, to fund an acquisition
vehicle to make such Redemption;




14









 






	 	(iii)	 	pay Dividends or prepay any Shareholder/Intercompany Loans
provided that in relation to Dividends, the Parent may only pay a Dividend:






	 	(A)	 	(other than Dividends paid under paragraph (B)
below), commencing in the Financial Year ending 31 December 2011 (in
respect of net income (determined in accordance with the annual
consolidated financial statements of the Group) of the Group for 2010)
and each Financial Year thereafter, up to an amount equal to 50 per
cent. of the net income of the Group for the relevant preceding
Financial Year;
	 
	 	(B)	 	Dividends may be paid from capital
contributions made to the capital reserves of the Group; and
	 
	 	(C)	 	Dividends may be paid in the Financial Year
ending 31 December 2010 if and to the extent that the provisions of
Clause 18.7(v) of the Senior Facilities Agreement (immediately prior to
the amendments set out in the Consent Letter being made) are met,






	 	 	 	in each case, provided that no Event of Default or Potential Event of
Default has occurred or is continuing at the time when the Dividend payment
or prepayment of any Shareholder/Intercompany Debt is made or to be made or
would occur as a result thereof; and
	 
	 	(iv)	 	to repay in full any amounts outstanding in relation to the
shareholder loan agreement dated 30 November 2009 between Nachtwache Metering
Management Vermögensverwaltungs GmbH & Co. KG as lender and the Parent as
borrower (previously the non-convertible preferred equity certificates “B”
dated 9 September 2005), provided that no Event of Default or Potential Event
of Default has occurred or is continuing at the time when such repayment is
made or is to be made or would occur as a result thereof.”






	4.	 	Mandatory Prepayments






	 	(a)	 	Clause 8.3 (Mandatory Prepayment from Receipts) shall be deleted.
	 
	 	(b)	 	Clause 8.4 (Excess Cash Flow) shall be deleted.
	 
	 	(c)	 	In respect of Clause 8.5 (Prepayments: Order of Application):






	 	(i)	 	paragraph (a) shall be deleted and replaced with the following:
	 
	 	 	 	“Prepayments made pursuant to Clause 8.1 (Voluntary Prepayments) shall be
applied in such order and against such Facilities and such repayment
instalments as Bidco shall select”;
	 
	 	(ii)	 	paragraphs (b), (c) and (d) shall be deleted;
	 
	 	(iii)	 	the reference to “paragraphs (a) and (d)” in paragraphs (e)
and (f) shall be deleted and replaced with the reference to “paragraph (a)”;
and
	 
	 	(iv)	 	paragraph (g) shall be deleted.






	 	(d)	 	Clause 8.6 (Prepayments during Interest Period) shall be deleted.




15









 






	 	(e)	 	In respect of paragraph (a) of Clause 8.8 (Right to Refuse Prepayment), the
words “Clause 8.3 (Mandatory Prepayment from Receipts) and Clause 8.4 (Excess Cash
Flow)” shall be deleted.
	 
	 	(f)	 	In respect of paragraph (f) of Clause 17.2 (Disposals), the words “or are
applied in prepayment of the Facilities pursuant to Clause 8.4 (Mandatory Prepayments
from Receipts)” shall be deleted.
	 
	 	(g)	 	In respect of paragraph (ix) of Clause 17.12 (Acquisitions and Investments),
the words “any Retained Excess Cash and Net Proceeds not required to be applied in
prepayment of the Facilities and” shall be deleted.
	 
	 	(h)	 	In respect of Clause 1.1 (Definitions) and Clause 21.3 (Financial Definitions),
the definitions of “Excess Cash Flow”, “Retained Cash Flow” and “Retained Excess Cash”
and all other references to those terms in the Senior Facilities Agreement shall be
deleted.
	 
	 	(i)	 	In respect of the definition of “Consolidated Cash Flow” in Clause 21.3
(Financial Definitions):






	 	(i)	 	in respect of paragraph (d), the words “(unless funded” to the
end of that paragraph shall be deleted and replaced with the words “(unless
funded from Pending Acquisition Amounts, disposal proceeds which have
voluntarily prepaid or Permitted Indebtedness)”;
	 
	 	(ii)	 	paragraph (g) shall be deleted; and
	 
	 	(iii)	 	in respect of paragraph (k), the words “to the extent funded
out of Revolving Advances, Retained Excess Cash or disposal proceeds not
required to be mandatorily prepaid or which have been voluntarily prepaid”
shall be deleted and replaced with the words “to the extent funded out of
Revolving Advances or disposal proceeds which have been voluntarily prepaid”.






	 	(j)	 	In respect of the definition of “Consolidated Debt Service” in Clause 21.3
(Financial Definitions), the words “or any mandatory prepayments resulting from the
cash sweep or a receipt of Net Proceeds” shall be deleted.
	 
	 	(k)	 	In respect of the definition of “Pending Reorganisation Amount” in Clause 21.3
(Financial Definitions), the words “provided that such cash amounts shall not be
deducted from Consolidated Cash Flow for the purposes of calculating Excess Cash Flow
for the Subsequent Financial Year” shall be deleted.






	5.	 	Disposals
	 
	 	 	In respect of Clause 17.2 (Disposals) of the Senior Facilities Agreement, paragraph (p)
shall be deleted and replaced with the following:
	 
	 	 	“other disposals of assets by members of the Group other than in accordance with paragraphs
(a) to (o) (inclusive) above provided that to the extent the most recently delivered
Compliance Certificate pursuant to Clause 19.5 (Compliance Certificates) indicates a Total
Leverage Ratio of:




16









 












	 	(A)	 	greater than 2.5:1, the aggregate value of the assets so disposed of by members
of the Group shall not exceed EUR50,000,000 (or its currency equivalent) at any time
from the Qualifying IPO Date to the final of the Maturity Dates; and
	 
	 	(B)	 	less than or equal to 2.5:1, the aggregate value of the assets so disposed of
by members of the Group shall not exceed EUR100,000,000 (or its currency equivalent) at
any time from the Qualifying IPO Date to the final of the Maturity Dates.”






	6.	 	Capital Expenditure






	 	(a)	 	In respect of Clause 1.1 (Definitions) and Clause 21.3 (Financial Definitions)
of the Senior Facilities Agreement, the definition of “Carried Forward Capital
Expenditure Cash” and all other references to that term in the Senior Facilities
Agreement shall be deleted.
	 
	 	(b)	 	The definition of “Permitted Capital Expenditure” in Clause 1.1 (Definitions)
of the Senior Facilities Agreement and all other references to that term in the Senior
Facilities Agreement shall be deleted.
	 
	 	(c)	 	Clause 21.1 (Capital Expenditure) and Clause 21.2 (Carry-forward) of the Senior
Facilities Agreement shall be deleted.
	 
	 	(d)	 	Clause 21 (Capital Expenditure) shall be renamed “Clause 21 (Financial
Definitions and construction)” and any references thereto throughout the Senior
Facilities Agreement shall be amended and/or deleted as applicable.






	7.	 	Financial Information






	 	(a)	 	A new definition in Clause 1.1 (Definitions) of the Senior Facilities Agreement
shall be inserted as follows:
	 
	 	 	 	““Quarterly Management Accounts” means the consolidated quarterly financial
statements in respect of each Quarter Period delivered under Clause 19.4(b)
(Financial Statements)”.
	 
	 	(b)	 	The definition of “Relevant Monthly Management Accounts” in Clause 1.1
(Definitions) of the Senior Facilities Agreement shall be deleted and all references to
“Relevant Monthly Management Accounts” in the Senior Facilities Agreement shall be
replaced with the reference to “Quarterly Management Accounts” and references to
“monthly management accounts” shall be replaced with “quarterly management accounts”.
	 
	 	(c)	 	The words “budget or forecast, as the case may be and as applicable” shall be
deleted from sub-paragraph (G) of paragraph (ix) of Clause 17.12 (Acquisitions and
Investments) of the Senior Facilities Agreement.
	 
	 	(d)	 	A new paragraph shall be inserted at the beginning of Clause 19 (Information
and Accounting Undertakings) of the Senior Facilities Agreement as follows:
	 
	 	 	 	“Notwithstanding anything in this Clause 19, there shall be no obligation on any
member of the Group to provide any financial information or other information if it
has been advised by Cleary Gottlieb Steen & Hamilton LLP (as legal counsel to the
Group) or by any other reputable external legal counsel to the Company which is
acceptable to the Facility Agent (acting reasonably) that, to do so, would (i) be in




17









 






	 	 	 	breach of any relevant listing obligations or other legal obligations that apply to
the Parent as a company listed on the U.S. Securities and Exchange Commission or
(ii) other than in the case of a Potential Event of Default or an Event of Default,
be likely to give rise to an obligation for the Parent to disclose such financial
information or other information to the public at a time when it would have no such
obligation pursuant to such listing obligations or other legal obligations.”
	 
	 	(e)	 	In respect of Clause 19.4 (Financial Statements) of the Senior Facilities
Agreement:






	 	(i)	 	paragraph (b) shall be deleted and replaced with the following:
	 
	 	 	 	“as soon as available and in any event within 45 days of the end of each
quarter, the quarterly consolidated unaudited management accounts of the
Group as at the end of and for that quarter, such accounts to be prepared
under either US GAAP (to be calculated in Euro or US Dollars) or IFRS (to be
calculated in Euro or US Dollars); and”;
	 
	 	(ii)	 	paragraph (c) shall be deleted and replaced with the following:
	 
	 	 	 	“in respect of any Financial Year, not more than 30 days after the beginning
of each Financial Year the annual budget for such Financial Year prepared
using either US GAAP (to be calculated in Euro or US Dollars) or IFRS (to be
calculated in Euro or US Dollars) to be made available pursuant to limited
access internet site following receipt by Bidco of executed confidentiality
undertakings from each Lender substantially in the form of the latest LMA
standard form together with any analysis to be delivered under Clause
19.12(b)(ii) (Guarantee Limitation Analysis);” and
	 
	 	(iii)	 	in relation to sub-paragraphs (ii) and (iii), the words
“monthly and” shall be deleted; and
	 
	 	(iv)	 	sub-paragraph (iv) shall be deleted.






	 	(f)	 	In respect of Clause 19.5 (Compliance Certificates) of the Senior Facilities
Agreement:






	 	(i)	 	the words “Bidco shall deliver to the Facility Agent with the
Relevant Monthly Management Accounts, on a quarterly basis” at the beginning of
paragraph (a) shall be deleted and replaced with the words “Bidco shall deliver
to the Facility Agent with the Quarterly Management Accounts”;
	 
	 	(ii)	 	the words “on the basis of the latest available budget or
forecast, as the case may be” shall be deleted in sub-paragraph (ii) of
paragraph (a);
	 
	 	(iii)	 	the words “budget or forecast, as the case may be and as
applicable” shall be deleted in sub-paragraph (iii) of paragraph (a); and
	 
	 	(iv)	 	sub-paragraph (ii) of paragraph (b) shall be deleted.






	 	(g)	 	In respect of Clause 19.7 (Other Information) of the Senior Facilities
Agreement the following new paragraphs shall be inserted at the end of that Clause:






	 	“(d) 	 	 Following the Qualifying IPO Date, the Parent and Bidco will provide the
Lenders with access to the quarterly earnings conference calls with the management




18









 






	 	 	 	  of the Group, to the extent such quarterly earnings calls are undertaken by the
Parent under its obligations as a public company.”
	 
	 	(h)	 	In respect of Clause 19.8 (Agreed Accounting Principles) of the Senior
Facilities Agreement, sub-paragraph (ii) of
paragraph (b) shall be deleted.
	 
	 	(i)	 	In respect of Clause 19.12 (Guarantee Limitation Analysis) of the Senior
Facilities Agreement, the words “with each annual budget delivered pursuant to Clause
19.4(c) (Financial Statements)” in sub-paragraph (ii) of paragraph (b) shall be deleted
and replaced with the words “with each audited annual financial statement delivered
pursuant to Clause 19.4(a) (Financial Statements)”.
	 
	 	(j)	 	In respect of the definition of “Additional Permitted Reorganisation” in Clause
21.3 (Financial Definitions), the words “included in the budget delivered for that
Financial Year and” shall be deleted.






	8.	 	Restricted Group






	 	(a)	 	The definition of “Restricted Group” shall be deleted from Clause 1.1
(Definitions).
	 
	 	(b)	 	The definition of “Obligor” in Clause 1.1 (Definitions) shall be amended to
include “the Parent” and the Parent shall accede to the Senior Facilities Agreement as
an Acceding Guarantor.
	 
	 	(c)	 	The words “(other than the Restricted Group)” shall be deleted from the
definition of “Revolving Credit Purposes” in Clause 1.1 (Definitions).
	 
	 	(d)	 	The words “any member of the Restricted Group which is subject to those Clauses
or” shall be deleted from paragraphs (a), (b) and (c) of Clause 4.3 (Certain Funds)
and, for paragraph (b) only, the words “any member of the Restricted Group or” shall
also be deleted.
	 
	 	(e)	 	Clause 15.22 (Holding Companies) shall be deleted.
	 
	 	(f)	 	Clause 18.8 (Holding Company) shall be deleted.
	 
	 	(g)	 	Paragraph (b) of Clause 23.17 (Change of Control and Holding Company) shall be
deleted.




19









 











SCHEDULE 4




AMENDMENTS TO THE INTERCREDITOR DEED



Part A

Amendments Upon the Effective Date




	1.	 	Security
	 
	 	 	The following amendments shall be made to Clause 6.4 (Release of Security) of the
Intercreditor Deed:






	 	(a)	 	paragraphs (b) and (c) shall be re-lettered to paragraphs (c) and (d)
respectively; and
	 
	 	(b)	 	a new paragraph (b) shall be inserted as follows:
	 
	 	 	 	“The Security Agent shall and is hereby authorised by each of the Beneficiaries to
execute on behalf of itself and each Beneficiary, without the need for any further
referral to, or authority from, any Beneficiary or other person, to release and
cancel Security over any bank account of the Group with a balance of no more than
five hundred euro (EUR 500) upon request by Bidco and subject to receipt of evidence
satisfactory to the Security Agent within 30 days of such release and cancellation
of Security that such bank account has been closed.”





Part B

Amendments Upon the Qualifying IPO Date





	1.	 	Due Diligence Recoveries
	 
	 	 	Paragraph (b) of Clause 4.8 (Due Diligence Recoveries) of the Intercreditor Deed shall be
deleted.
	 
	2.	 	Restricted Group






	 	(a)	 	The definition of “Restricted Group” shall be deleted from Clause 1.1
(Definitions).
	 
	 	(b)	 	The words “not being a member of the Restricted Group” shall be deleted from
paragraph (d) of Clause 9.1 (Turnover).




20









 











SIGNATORIES




	 	 	 	 	 	 	 	 	 	 	 

	LUXCO 1	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	REMBRANDT HOLDINGS S.A.	 	 	)	 	 	 	 	 
	/s/ Emanuela Brero	 	 	 	 	 	/s/ Benedicte Moens-Colleaux
	By: Emanuela Brero
	 	 	 	 	 	By: Benedicte Moens-Colleaux
	Title:

	 	Director
	 	 	 	 	 	Title:
	 	Director






	 	 	 

	Facsimile:

	 	+352 270482 76
	 
	 	 
	Address:

	 	20, Avenue Monterey
	 

	 	L-2163 Luxembourg
	 

	 	Luxembourg
	Attention:

	 	Georg Papadopoulos






21









 






THE PARENT




	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	ELSTER GROUP S.E.	 	 	)	 	 	

/s/ Simon Beresford-Wylie
	By:

	 	 	 	 	 	 	 	By: Simon Beresford-Wylie
	Title:

	 	 	 	 	 	 	 	Title:
	 	Executive Director






	 	 	 

	Facsimile:

	 	+49 201 5488 302
	 
	 	 
	Address:

	 	Frankenstraße 362
	 

	 	D-45133 Essen
	 

	 	Germany
	Attention:

	 	Simon Beresford-Wylie






22









 






THE BORROWERS




	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	ELSTER HOLDINGS GMBH	 	 	)	 	 	 	 	 
	/s/ Christoph Schmidt-Wolf	 	 	 	 	 	/s/ Thomas Preute
	By: Christoph Schmidt-Wolf
	 	 	 	 	 	By: Thomas Preute
	Title:

	 	Managing Director
	 	 	 	 	 	Title:
	 	Authorised Signatory






	 	 	 

	Facsimile:

	 	+49 201 5458 352
	 
	 	 
	Address:

	 	Frankenstrasse 362, 45133
	 

	 	Essen, Germany
	Attention:

	 	Thomas Preute






23









 






	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	ELSTER HOLDINGS GMBH	 	 	)	 	 	 	 	 
	(as Obligors’ Agent for and on behalf	 	 	)	 	 	 	 	 
	of the Borrowers)	 	 	)	 	 	 	 	 
	/s/ Christoph Schmidt-Wolf	 	 	 	 	 	/s/ Thomas Preute
	By: Christoph Schmidt-Wolf
	 	 	 	 	 	By: Thomas Preute
	Title:

	 	Managing Director
	 	 	 	 	 	Title:
	 	Authorised Signatory






	 	 	 

	Facsimile:

	 	+49 201 5458 352
	 
	 	 
	Address:

	 	Frankenstrasse 362, 45133
	 

	 	Essen, Germany
	Attention:

	 	Thomas Preute






24









 






	 	 	 	 	 	 	 	 	 	 	 

	THE GUARANTORS	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	ELSTER HOLDINGS GMBH	 	 	)	 	 	 	 	 
	/s/ Christoph Schmidt-Wolf	 	 	 	 	 	/s/ Thomas Preute
	By: Christoph Schmidt-Wolf
	 	 	 	 	 	By: Thomas Preute
	Title:

	 	Managing Director
	 	 	 	 	 	Title:
	 	 Authorised Signatory






	 	 	 

	Facsimile:

	 	+49 201 5458 352
	 
	 	 
	Address:

	 	Frankenstrasse 362, 45133
	 

	 	Essen, Germany
	Attention:

	 	Thomas Preute






25









 






	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	ELSTER HOLDINGS GMBH	 	 	)	 	 	 	 	 
	(as Obligors’ Agent for and on behalf	 	 	)	 	 	 	 	 
	of the Guarantors)	 	 	)	 	 	 	 	 
	/s/ Christoph Schmidt-Wolf	 	 	 	 	 	/s/ Thomas Preute
	By: Christoph Schmidt-Wolf
	 	 	 	 	 	By: Thomas Preute
	Title:

	 	Managing Director
	 	 	 	 	 	Title:
	 	Authorised Signatory






	 	 	 

	Facsimile:

	 	+49 201 5458 352
	 
	 	 
	Address:

	 	Frankenstrasse 362, 45133
	 

	 	Essen, Germany
	Attention:

	 	Thomas Preute






26









 







THE INTRA-GROUP CREDITORS




	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	ELSTER HOLDINGS GMBH	 	 	)	 	 	 	 	 
	/s/ Christoph Schmidt-Wolf	 	 	 	 	 	/s/ Thomas Preute
	By: Christoph Schmidt-Wolf
	 	 	 	 	 	By: Thomas Preute
	Title:

	 	Managing Director
	 	 	 	 	 	Title:
	 	Authorised Signatory






	 	 	 

	Facsimile:

	 	+49 201 5458 352
	 
	 	 
	Address:

	 	Frankenstrasse 362, 45133
	 

	 	Essen, Germany
	Attention:

	 	Thomas Preute






27









 







	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	ELSTER HOLDINGS GMBH	 	 	)	 	 	 	 	 
	(as Obligors’ Agent for and on behalf	 	 	)	 	 	 	 	 
	of the Intra-Group Creditors)	 	 	)	 	 	 	 	 
	/s/ Christoph Schmidt-Wolf	 	 	 	 	 	/s/ Thomas Preute
	By: Christoph Schmidt-Wolf
	 	 	 	 	 	By: Thomas Preute
	Title:

	 	Managing Director
	 	 	 	 	 	Title:
	 	Authorised Signatory






	 	 	 

	Facsimile:

	 	+49 201 5458 352
	 
	 	 
	Address:

	 	Frankenstrasse 362, 45133
	 

	 	Essen, Germany
	Attention:

	 	Thomas Preute






28









 







THE INTRA-GROUP DEBTORS




	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	ELSTER HOLDINGS GMBH	 	 	)	 	 	 	 	 
	/s/ Christoph Schmidt-Wolf	 	 	 	 	 	/s/ Thomas Preute
	By: Christoph Schmidt-Wolf
	 	 	 	 	 	By: Thomas Preute
	Title:

	 	Managing Director
	 	 	 	 	 	Title:
	 	Authorised Signatory






	 	 	 

	Facsimile:

	 	+49 201 5458 352
	 
	 	 
	Address:

	 	Frankenstrasse 362, 45133
	 

	 	Essen, Germany
	Attention:

	 	Thomas Preute






29









 






	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	ELSTER HOLDINGS GMBH	 	 	)	 	 	 	 	 
	(as Obligors’ Agent for and on behalf	 	 	)	 	 	 	 	 
	of the Intra-Group Debtors)	 	 	)	 	 	 	 	 
	/s/ Christoph Schmidt-Wolf	 	 	 	 	 	/s/ Thomas Preute
	By: Christoph Schmidt-Wolf
	 	 	 	 	 	By: Thomas Preute
	Title:

	 	Managing Director
	 	 	 	 	 	Title:
	 	Authorised Signatory






	 	 	 

	Facsimile:

	 	+49 201 5458 352
	 
	 	 
	Address:

	 	Frankenstrasse 362, 45133
	 

	 	Essen, Germany
	Attention:

	 	Thomas Preute







30











 





THE MANDATED LEAD ARRANGER




	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	DEUTSCHE BANK AG, LONDON	 	 	)	 	 	 	 	 
	BRANCH

	 	 	 	 	)	 	 	 	 	 
	/s/ Anthony Forshaw	 	 	 	 	 	/s/ Shawn Gates
	By: Anthony Forshaw
	 	 	 	 	 	By: Shawn Gates
	Title:

	 	 	 	 	 	 	 	Title:	 	 






	 	 	 	 	 	 	 

	Facsimile:

	 	+44 20 7547 6419
	 	Facsimile:
	 	+44 20 7547 6419
	 
	 	 	 	 	 	 
	Address:

	 	Deutsche Bank AG, London
	 	Address:
	 	Deutsche Bank AG, London 
	 

	 	Branch
	 	 	 	Branch
	 

	 	Winchester House
	 	 	 	Winchester House
	 

	 	1 Great Winchester Street
	 	 	 	1 Great Winchester Street
	 

	 	London EC2N 2DB
	 	 	 	London EC2N 2DB
	 
	 	 	 	 	 	 
	Attention:

	 	Anthony Forshaw
	 	Attention:
	 	Shawn Gates






31









 





THE AGENTS




	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	DEUTSCHE BANK AG, LONDON	 	 	)	 	 	 	 	 
	BRANCH in its capacity as Facility Agent	 	 	)	 	 	 	 	 
	for itself and for and on behalf of each Senior	 	 	)	 	 	 	 	 
	Finance Party	 	 	)	 	 	 	 	 
	/s/ N. Dawes	 	 	 	 	 	/s/ V. Mayell
	By: N. Dawes
	 	 	 	 	 	By: V. Mayell
	Title:

	 	VP
	 	 	 	 	 	Title:
	 	AVP






	 	 	 	 	 	 	 

	Facsimile:

	 	+44 20 7547 6419	 	 	 	 
	 
	 	 	 	 	 	 
	Address:

	 	Deutsche Bank AG, London
	 	Address:
	 	Deutsche Bank AG, London
	 

	 	Branch
	 	 	 	Branch
	 

	 	Winchester House
	 	 	 	Winchester House
	 

	 	1 Great Winchester Street
	 	 	 	1 Great Winchester Street
	 

	 	London EC2N 2DB
	 	 	 	London EC2N 2DB
	 
	 	 	 	 	 	 
	Attention:

	 	N. Dawes
	 	Attention:
	 	V. Mayell






32









 





	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	DEUTSCHE BANK AG, LONDON	 	 	)	 	 	 	 	 
	BRANCH as Security Agent	 	 	)	 	 	 	 	 
	/s/ N. Dawes	 	 	 	 	 	/s/ V. Mayell
	By: N. Dawes
	 	 	 	 	 	By: V. Mayell
	Title:

	 	VP
	 	 	 	 	 	Title:
	 	AVP






	 	 	 	 	 	 	 

	Facsimile:

	 	+44 20 7547 6419	 	 	 	 
	 
	Address:

	 	Deutsche Bank AG, London
	 	Address:
	 	Deutsche Bank AG, London
	 

	 	Branch
	 	 	 	Branch
	 

	 	Winchester House
	 	 	 	Winchester House
	 

	 	1 Great Winchester Street
	 	 	 	1 Great Winchester Street
	 

	 	London EC2N 2DB
	 	 	 	London EC2N 2DB
	 
	 	 	 	 	 	 
	Attention:

	 	N. Dawes
	 	Attention:
	 	V. Mayell






33









 





THE ISSUING LENDERS




	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	DEUTSCHE BANK AG,	 	 	)	 	 	 	 	 
	DEUTSCHLANDGESCHÄFT BRANCH,	 	 	)	 	 	 	 	 
	ESSEN as Issuing Lender	 	 	 	 	 	 	 	 
	/s/ Christoph Nowicki	 	 	 	 	 	/s/ Christa Hülsmann
	By: Christoph Nowicki
	 	 	 	 	 	By: Christa Hülsmann
	Title:

	 	Vice President
	 	 	 	 	 	Title:
	 	Assistant Vice President






	 	 	 	 	 	 	 

	Facsimile:

	 	+49 201 822 2763	 	 	 	 
	 
	 	 	 	 	 	 
	Address:

	 	Lindenalee 29
	 	Address:
	 	Lindenalee 29
	 

	 	Essen
	 	 	 	Essen
	 

	 	Germany
	 	 	 	Germany
	 
	 	 	 	 	 	 
	Attention:

	 	Christoph Nowicki
	 	Attention:
	 	Christa Huelsmann






34









 





	 	 	 	 	 	 	 	 	 	 	 

	EXECUTED as a DEED by	 	 	)	 	 	 	 	 
	COMMERZBANK AG, ESSEN BRANCH as	 	 	)	 	 	 	 	 
	Issuing Lender	 	 	)	 	 	 	 	 
	/s/ Andreas Gerland	 	 	 	 	 	/s/ Andreas Thormann
	By: Andreas Gerland
	 	 	 	 	 	By: Andreas Thormann
	Title:

	 	Director
	 	 	 	 	 	Title:
	 	Director






	 	 	 	 	 	 	 

	Facsimile:

	 	+49 211 827 2586	 	 	 	 
	 
	 	 	 	 	 	 
	Address:

	 	Commerzbank AG
	 	Address:
	 	Commerzbank AG
	 

	 	Breite Str. 25
	 	 	 	Breite Str. 25
	 

	 	40213 Düsseldorf
	 	 	 	40213 Düsseldorf
	 

	 	Germany
	 	 	 	Germany
	 
	 	 	 	 	 	 
	Attention:

	 	Andreas Gerland
	 	Attention:
	 	Andreas Thormann







35