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.
[Remainder of page intentionally left blank]
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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
/s/ Peter Mainz
Name:
Peter Mainz
Title:
Chief Financial Officer
SENSUS METERING SYSTEMS (LUXCO 2)
S.ÀR.L.,
By
/s/ Peter Mainz
Name:
Peter Mainz
Title:
Group 2 Manager
SENSUS METERING SYSTEMS (BERMUDA 2)
LTD.,
By
/s/ Peter Mainz
Name:
Peter Mainz
Title:
Chief Financial Officer
CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands branch,
individually and as General Administrative Agent,
By
/s/ Robert Hetu
Name:
ROBERT HETU
Title:
DIRECTOR
By
/s/ Vanessa Gomez
Name:
VANESSA GOMEZ
Title:
ASSOCIATE
4
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO
SENSUS METERING SYSTEMS INC.
CREDIT AGREEMENT
Name of Lender:
PINEHURST TRADING, INC.
By
/s/ Meredith J. Koslick
Name:
MEREDITH J. KOSLICK
Title:
ASSISTANT VICE PRESIDENT
SIGNATURE PAGE TO
AMENDMENT NO. 1 TO
SENSUS METERING SYSTEMS INC.
CREDIT