Exhibit
10.1


 


[EXECUTION COPY]


 


AMENDMENT NO.
1 dated as of October 14, 2004 (this “Amendment”)
to the Credit Agreement dated as of December 17, 2003 (the “Credit Agreement”),
among SENSUS METERING SYSTEMS INC. (the “Borrower”),
SENSUS METERING SYSTEMS (LUXCO 2) S.ÀR.L. (the “European
Borrower” and, together with the Borrower, the “Borrowers”), SENSUS METERING SYSTEMS
(BERMUDA 2) LTD. (“Holdings”), the Lenders and
CREDIT SUISSE FIRST BOSTON, as General Administrative Agent (in such capacity,
the “Administrative Agent”), U.S.
Collateral Agent, European Administrative Agent and European Collateral Agent
for the Lenders.


 


A.            Pursuant to the Credit Agreement, the Lenders have
extended credit to the Borrowers.


 


B.            The
Borrowers have requested certain amendments to the Credit Agreement as set
forth herein.


 


C.            Capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Credit Agreement.


 


Accordingly,
in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:


 


SECTION 1.  Amendments.  Effective as of the Amendment Effective Date:


 


(a) 
The definition of the term “Applicable
Percentage” set forth in Section 1.01 of the Credit
Agreement is hereby amended as follows:


 


(i)                     by deleting “3.00%” at the end of
clause (a) therein and substituting therefor “(i) 2.25% at all times when (A)
the Term Loans are rated B+ or better by Standard & Poor’s Ratings Service
and B1 or better by Moody’s, in each case with no negative outlook
(collectively referred to as the “Ratings Threshold”) and (B) the ratio of
Total Debt (net of all cash on hand at Holdings and the Subsidiaries) on such
date to Consolidated EBITDA for the period of four consecutive fiscal quarters
most recently ended on or prior to such date is 4.0 to 1.0 or less
(collectively referred to as the “Leverage Threshold”), and (ii) 2.50% at all
other times”; and


 


(ii)                  by deleting “2.00%” at the end of clause
(b) therein and substituting therefor “(i) 1.25% at all times when (A) the
Ratings Threshold is in effect and (B) the Leverage Threshold is in effect, and
(ii) 1.50% at all other times”.


 


(b) 
The definition of the term “Permitted
Investments” set forth in Section 1.01 of the Credit
Agreement is hereby amended as follows:


 


(i)                     by deleting “and” at the end of
clause (e);


 


(ii)                  by replacing the period at the end of
clause (f) with “; and”; and


 


(iii)               by adding a new clause (g) to read as
follows:


 





















 


“(g)            auction rate securities maturing within 35
days from the date of acquisition thereof and having, at such date of
acquisition, a credit rating of “AAA” from Standard & Poor’s Ratings
Service or “Aaa” from Moody’s Investors Service, Inc..”


 


(c)  Section 1.01 is hereby amended by adding the
following defined terms in appropriate alphabetical order:


 


““Amendment
Effective Date” shall have the meaning set forth in Amendment
No. 1.”


 


““Amendment
No. 1” shall mean Amendment No. 1 to this Agreement dated as of
October 14, 2004.”


 


(d) 
Article II is hereby amended by adding a new Section 2.26 at the end
thereof as follows:


 


“SECTION 2.26.  Term Loan Repricing Protection.  In the event that, prior to the first
anniversary of the Amendment Effective Date, any Term Lender receives a
Repricing Prepayment (as defined below), then, at the time thereof, the
applicable Borrower shall pay to such Term Lender a prepayment premium equal to
1.0% of the amount of such Repricing Prepayment.  As used herein, with respect to any Term
Lender, a “Repricing Prepayment”
is the amount of principal of the Term Loans of such Term Lender that is either
(a) prepaid by the applicable Borrower pursuant to Section 2.12 substantially
concurrently with the incurrence by Holdings or any of its subsidiaries of new
term loans (whether pursuant to Incremental Term Commitments or otherwise) that
have interest rate margins lower than the Applicable Percentages then in effect
for the Term Loans so prepaid or (b) received by such Term Lender as a result of
the mandatory assignment of such Term Loans in the circumstances described in
Section 2.21(a)(iv) following the failure of such Term Lender to consent to an
amendment of this Agreement (other than Amendment No. 1) that would have the
effect of reducing any of the Applicable Percentages with respect to such Term
Loans.”


 


SECTION 2.  Representations
and Warranties.  To induce the
other parties hereto to enter into this Amendment, Holdings and each Borrower
represents and warrants to the Administrative Agent and each of the Lenders
that, as of the Amendment Effective Date:


 


(a) 
This Amendment has been duly authorized, executed and delivered by
Holdings and each Borrower, and the Credit Agreement, as amended hereby,
constitutes a legal, valid and binding obligation of Holdings and each
Borrower, and this Amendment constitutes a legal, valid and binding obligation
of Holdings and each Borrower.


 


(b) 
The representations and warranties set forth in Article III of the
Credit Agreement are true and correct in all material respects on and as of the
Amendment Effective Date with the same effect as though made on and as of the
Amendment Effective Date, except to the extent such representations and
warranties expressly relate to an earlier


 


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date (in which case such representations and warranties were true and
correct in all material respects as of such earlier date).


 


(c)  No
Default or Event of Default has occurred and is continuing.


 


SECTION 3.  Effectiveness.  This Amendment shall become effective as of
the date (the “Amendment
Effective Date”) that the Administrative Agent shall have
received counterparts of this Amendment that, when taken together, bear the
signatures of (i) the Borrower, (ii) the European Borrower,
(iii) Holdings and (iv) each Lender (after giving effect to any prior
or concurrent assignment by Lenders, whether pursuant to Section 2.21 of
the Credit Agreement or otherwise).


 


SECTION 4.  Effect of
Amendment.  Except as
expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights
and remedies of the Lenders or the Administrative Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full
force and effect.  Nothing herein shall
be deemed to entitle any Loan Party to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan
Document in similar or different circumstances. 
This Amendment shall apply and be effective only with respect to the
provisions of the Credit Agreement specifically referred to herein.  After the date hereof, any reference to the
Credit Agreement shall mean the Credit Agreement, as modified hereby.  This Amendment shall constitute a “Loan
Document” for all purposes of the Credit Agreement and the other Loan
Documents.


 


SECTION 5.  Expenses. The
Borrower agrees to reimburse the Administrative Agent for all reasonable
out-of-pocket expenses incurred in connection with this Amendment in accordance with the Credit
Agreement, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent.


 


SECTION 6.  Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same contract.  Delivery of an executed counterpart of a
signature page of this Amendment by facsimile transmission shall be as
effective as delivery of a manually executed counterpart hereof.


 


SECTION 7.  Applicable
Law.  THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.


 


SECTION 8.  Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed by their respective
authorized officers as of the day and year first above written.


 


	
   

  	
  SENSUS
  METERING SYSTEMS INC.,

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
   

  	
     Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SENSUS
  METERING SYSTEMS (LUXCO 2)

  S.ÀR.L.,

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
   

  	
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  SENSUS
  METERING SYSTEMS (BERMUDA 2)

  LTD.,

  
	
   

  	
   

  
	
   

  	
   

  	
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  CREDIT SUISSE FIRST BOSTON,

  acting through its Cayman Islands branch,

  individually and as General Administrative Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
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     Name:

  
	
   

  	
   

  	
   

  	
     Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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     Name:

  
	
   

  	
   

  	
   

  	
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SIGNATURE PAGE TO


AMENDMENT NO. 1 TO 


SENSUS METERING SYSTEMS INC.


CREDIT AGREEMENT 


 


 


	
   

  	
  Name of Lender:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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