Amendment No. 1 to Credit Agreement among Sensus Metering Systems Inc., Sensus Metering Systems (Luxco 2) S.ÀR.L., Sensus Metering Systems (Bermuda 2) Ltd., the Lenders, and Credit Suisse First Boston

Summary

This amendment updates the terms of a credit agreement originally signed in December 2003 between Sensus Metering Systems Inc., its affiliates, a group of lenders, and Credit Suisse First Boston as agent. The changes include revised interest rate margins based on credit ratings and leverage, expanded definitions of permitted investments, and a new prepayment premium for certain early loan repayments. The amendment is effective once all parties sign, and all other terms of the original agreement remain in force.

EX-10.21 2 a04-12509_1ex10d21.htm EX-10.21

Exhibit 10.21

[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

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.

[Remainder of page intentionally left blank]

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

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 AGREEMENT

Name of Lender:	Galaxy CLO 1999-1, Ltd.
	by: AIG Global Investment Corp.
	as Collateral Manager

		By	/s/ W. Jeffrey Baxter
			Name: W. Jeffrey Baxter
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Galaxy CLO 2003-1, Ltd.
	by: AIG Global Investment Corp.
	as Investment Advisor

		By	/s/ W. Jeffrey Baxter
			Name: W. Jeffrey Baxter
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	SunAmerica Life Insurance Company
	by: AIG Global Investment Corp.
	as Investment Advisor

		By	/s/ W. Jeffrey Baxter
			Name: W. Jeffrey Baxter
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	LANDMARK II CDO LIMITED
	By: ALADDIN CAPITAL MANAGEMENT LLC
	AS MANAGER

		By	/s/ Joseph Moroney
			Name: JOSEPH MORONEY
			Title: DIRECTOR

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

		New Alliance Global CDO, Limited
		By: Alliance Capital Management L.P.,
		as Sub-advisor
		By: Alliance Capital Management
		Corporation, as General Partner

		By	/s/ Joel Serebransky
			Name: Joel Serebransky
			Title: Senior Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	American Express Certificate Company
	By: American Express Asset Management
	Group as Collateral Manager

		By	/s/ Yvonne Stevens
			Name: Yvonne Stevens
			Title: Senior Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Centurion CDO VII, Ltd.
	By: American Express Asset Management
	Group, Inc. as Collateral Manager

		By	/s/ Robin C. Stanell
			Name: Robin C. Stanell
			Title: Supervisor
			Fixed Income Support Team

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	IDS Life Insurance Company
	By: American Express Asset Management
	Group, Inc. as Collateral Manager

		By	/s/ Yvonne Stevens
			Name: Yvonne Stevens
			Title: Senior Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

KZH CYPRESSTREE-1 LLC

	By	/s/ Dorian Herrera
		Name: DORIAN HERRERA
		Title: AUTHORIZED AGENT

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

KZH STERLING LLC

	By	/s/ Dorian Herrera
		Name: DORIAN HERRERA
		Title: AUTHORIZED AGENT

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

AMMC CDO I, LIMITED
	By:	American Money Management Corp.,
		as Collateral Manager


	By	/s/ Chester M. Eng
		Name: Chester M. Eng
		Title: Senior Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

AMMC CDO II, LIMITED
	By:	American Money Management Corp.,
		as Collateral Manager


	By:	/s/ Chester M. Eng
		Name: Chester M. Eng
		Title: Senior Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

AMMC CLO III, LIMITED
	By:	American Money Management Corp.,
		as Collateral Manager


By		/s/ Chester M. Eng
		Name: Chester M. Eng
		Title: Senior Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Northwoods Capital II, Limited

		By	/s/ Jeff Aronson
			Name: Jeff Aronson
			Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Northwoods Capital III, Limited

		By	/s/ Jeff Aronson
			Name: Jeff Aronson
			Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Northwoods Capital IV, Limited

		By	/s/ Jeff Aronson
			Name: Jeff Aronson
			Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	ANTARES CAPITAL CORPORATION

		By	/s/ Tyler Lindblad
			Name: Tyler Lindblad
			Title: Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	ANTARES FUNDING, L.P.

	By: JPMorgan Chase Bank, as trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999.


		/s/ Leslie Hundley
		Name: Leslie Hundley
		Title: AVP

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	NAVIGATOR CDO 2003, LTD.

	By:		Antares Asset Management Inc., as Collateral Manager


		/s/ Tyler Lindblad
		Name: Tyler Lindblad
		Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	MARINER CDO 2002, LTD.


	By	/s/ Tyler Lindblad
		Name: Tyler Lindblad
		Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Hamilton Floating Rate Fund, LLC

	By	/s/ Dean Stephan
			Name: DEAN STEPHAN
			Title: MANAGING DIRECTOR

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Venture CDO 2002, Limited


By its investment advisor MJX Asset Management LLC

	/s/ Martin Davey
		Name: Martin Davey
		Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Venture II CDO, Limited


By its investment advisor MJX Asset Management LLC

	/s/ Martin Davey
		Name: Martin Davey
		Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Venture III CDO, Limited


By its investment advisor MJX Asset Management LLC

	/s/ Martin Davey
		Name: Martin Davey
		Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	BLACK DIAMOND CLO 1998-1

	By	/s/ Paul Cope
			Name: Paul Cope
			Title: Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	BlackRock Limited Duration Income Trust

	By	/s/ Tom Colwell
			Name: Tom Colwell
			Title: Auth. Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Hanover Square CLO Ltd.
	By: Blackstone Debt Advisors L.P.
	As Collateral Manager

		By	/s/ Dean T Criares
			Name: DEAN T CRIARES
			Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Loan Funding VI LLC
	By: Blackstone Debt Advisors L.P.
	As Attorney-in-Fact

		By	/s/ Dean T Criares
			Name: DEAN T CRIARES
			Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Monument Park CDO Ltd.
	By: Blackstone Debt Advisors L.P.
	As Collateral Manager

		By	/s/ Dean T Criares
			Name: DEAN T CRIARES
			Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Union Square CDO Ltd.
	By: Blackstone Debt Advisors L.P.
	As Collateral Manager

		By	/s/ Dean T Criares
			Name: DEAN T CRIARES
			Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	OLYMPIC CLO I LTD

		By	/s/ John M. Casparian
			Name: John M. Casparian
			Title: Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	CITADEL HILL 2000 LTD

		By	/s/ Alex Clarke
			Name: ALEX CLARKE
			Title: AUTHORIZED SIGNATORY

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	CREDIT SUISSE FIRST BOSTON INTERNATIONAL

		By	/s/ Carlin Cox
			Name: Carlin Cox
			Title:	Vice President OTC Derivative Support Group

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	CSAM Funding II

		By	/s/ David H. Lerner
			Name: DAVID H. LERNER
			Title: AUTHORIZED SIGNATORY

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	CSAM Funding III

		By	/s/ David H. Lerner
			Name: DAVID H. LERNER
			Title: AUTHORIZED SIGNATORY

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	First Dominion Funding II

		By	/s/ David H. Lerner
			Name: DAVID H. LERNER
			Title: AUTHORIZED SIGNATORY

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Atrium II

		By	/s/ David H. Lerner
			Name: DAVID H. LERNER
			Title: AUTHORIZED SIGNATORY

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

		BRYN MAWR CLO, Ltd.
		By:	Deerfield Capital Management LLC as its
		Collateral Manager

		By:	/s/ Dale Burrow
		Name: Dale Burrow
		Title: Senior Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

		FOREST CREEK CLO, Ltd.
		By:	Deerfield Capital Management LLC as its
		Collateral Manager

		By:	/s/ Dale Burrow
		Name: Dale Burrow
		Title: Senior Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

		LONG GROVE CLO, LIMITED
		By:	Deerfield Capital Management LLC as its
		Collateral Manager

		By:	/s/ Dale Burrow
		Name: Dale Burrow
		Title: Senior Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	MUIRFIELD TRADING LLC

		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 AGREEMENT

		ROSEMONT CLO, Ltd.
		By:	Deerfield Capital Management LLC as its
		Collateral Manager

		By:	/s/ Dale Burrow
		Name: Dale Burrow
		Title: Senior Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

SEQUILS-Cumberland I, Ltd.
By:	Deerfield Capital Management LLC as its
Collateral Manager

By:		/s/ Dale Burrow
Name: Dale Burrow
Title: Senior Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	CONSTANTINUS EATON VANCE CDO V, LTD.
	BY: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR

		By	/s/ Michael B. Botthof
			Name: Michael B. Botthof
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	EATON VANCE CDO VI LTD.
	BY: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR

		By	/s/ Michael B. Botthof
			Name: Michael B. Botthof
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
	BY: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR

		By	/s/ Michael B. Botthof
			Name: Michael B. Botthof
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:				EATON VANCE SENIOR FLOATING-RATE TRUST
				BY: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR

		By	/s/ Michael B. Botthof
			Name: Michael B. Botthof
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	EATON VANCE SENIOR INCOME TRUST
	BY: EATON VANCE MANAGEMENT
	AS INVESTMENT ADVISOR

		By	/s/ Michael B. Botthof
			Name: Michael B. Botthof
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	GRAYSON & CO
	BY: BOSTON MANAGEMENT AND RESEARCH
	AS INVESTMENT ADVISOR

		By	/s/ Michael B. Botthof
			Name: Michael B. Botthof
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	SENIOR DEBT PORTFOLIO
	By: Boston Management and Research
	as Investment Advisor

		By	/s/ Michael B. Botthof
			Name: Michael B. Botthof
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Fidelity Advisor Series II: Fidelity
	Advisor Floating Rate High Income Fund

		By	/s/ John H. Costello
			Name: John H. Costello
			Title: Assistant Treasurer

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Flagship CLO II

		By	/s/ Mark S. Pelletier
			Name: Mark S. Pelletier
			Title: Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Flagship CLO 2001-1

		By	/s/ Mark S. Pelletier
			Name: Mark S. Pelletier
			Title: Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Franklin CLO II, Limited

		By	/s/ David Ardini
			Name: DAVID ARDINI
			Title: VICE PRESIDENT

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Franklin CLO III, Limited

		By	/s/ David Ardini
			Name: DAVID ARDINI
			Title: VICE PRESIDENT

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Franklin Floating Rate Master Series

		By	/s/ Richard Hsu
			Name: Richard Hsu
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Franklin Floating Rate Trust

		By	/s/ Richard Hsu
			Name: Richard Hsu
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	FRANKLIN FLOATING RATE DAILY ACCESS FUND

		By	/s/ Richard Hsu
			Name: Richard Hsu
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	FRANKLIN TEMPLETON LIM. DURATION INCOME TRUST

		By	/s/ Richard Hsu
			Name: Richard Hsu
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	FRANKLIN TOTAL RETURN FUND

		By	/s/ Richard Hsu
			Name: Richard Hsu
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Golden Tree Loan Opportunities II, Ltd.
	By: GoldenTree Asset Management, LP

		By	/s/ David Allen
			Name: David Allen
			Title: Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Golden Tree Loan Opportunities I, Ltd.
	By: GoldenTree Asset Management, LP

		By	/s/ David Allen
			Name: David Allen
			Title: Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	GOLDMAN SACHS CREDIT PARTNERS L.P.

		By	/s/ William W. Archer
			Name: William W. Archer
			Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Emerald Orchard Limited

		By	/s/ Masood Fikree
			Name: Masood Fikree
			Title: Attorney in Fact

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	LOAN FUNDING IV, LLC By: Highland Capital Management, L.P. As Portfolio Manager

		By	/s/ Mark Okada
			Name: Mark Okada
			Title: Chief Investment Officer Highland Capital Management, L.P.

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	LOAN FUNDING VII LLC By: Highland Capital Management, L.P. as Collateral Manager

		By	/s/ Mark Okada
			Name: Mark Okada
			Title: Chief Investment Officer Highland Capital Management, L.P.

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc.

		By	/s/ Julia F. Maslanka
			Name: Julia F. Maslanka
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:


	MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Investment Managers, L.P.
		as Investment Advisor

	By:		/s/ Daniel Luchansky
			Daniel Luchansky
			Authorized Signatory


	Floating Rate Income Strategies Fund, Inc.

	By:		/s/ Daniel Luchansky
			Daniel Luchansky
			Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Morgan Stanley Prime Income Trust

		By	/s/ Elizabeth Bodisch
			Name: Elizabeth Bodisch
			Title: Authorized Signatory

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	NATEXIS BANQUES POPULAIRES

		By	/s/ Jordan H. Levy
			Name: JORDAN H. LEVY
			Title: ASSISTANT VICE PRESIDENT

			/s/ William J. Burke
			WILLIAM J. BURKE
			VICE PRESIDENT

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	National City Bank

		By	/s/ Christopher J. Hetu
			Name: Christopher J. Hetu
			Title: AVP

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	ELF Funding Trust III
	By:	New York Life Investment Management LLC.
		as Attorney-in-Fact

	By:		/s/ R. H. Dial
			Name: R. H. Dial
			Title: Director


Name of Lender:	MainStay Floating Rate Fund, a series of Eclipse Funds Inc.
	By:	New York Life Investment Management LLC.

	By:		/s/ R. H. Dial
			Name: R. H. Dial
			Title: Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	OPPENHEIMER SENIOR FLOATING RATE FUND

		By	/s/ Lisa Chaffee
			Name: LISA CHAFFEE
			Title: MANAGER

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:		ING PRIME RATE TRUST By: ING Investment Management, Co.
	as its investment manager


		By:	/s/ Charles Lemieux
		Name: CHARLES E. LeMIEUX, CFA
		Title: VICE PRESIDENT


		ING SENIOR INCOME FUND By: ING Investment Management, Co.
	as its investment manager


		By:	/s/ Charles Lemieux
		Name: CHARLES E. LeMIEUX, CFA
		Title: VICE PRESIDENT

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	PPM SHADOW CREEK FUNDING LLC

		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 AGREEMENT

Name of Lender:	PPM SPYGLASS FUNDING TRUST

		By	/s/ Diana M. Himes
			Name: DIANA M. HIMES
			Title: AUTHORIZED AGENT

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

		Dryden III Leveraged Loan CDO 2002
		By: Prudential Investment Management, Inc., as
		Collateral Manager


		By	/s/ George W. Edwards
			Name: George W. Edwards
			Title: Principal

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

		Dryden IV Leveraged Loan CDO 2003
		By: Prudential Investment Management, Inc., as
		Collateral Manager


		By:	/s/ George W. Edwards
			Name: George W. Edwards
			Title: Principal

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

		Dryden V Leveraged Loan CDO 2003
		By: Prudential Investment Management, Inc., as
		Collateral Manager


		By:	/s/ George W. Edwards
			Name: George W. Edwards
			Title: Principal

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

		REGIMENT CAPITAL, LTD

		By:	Regiment Capital Management, LLC
			as its Investment Advisor

		By:	Regiment Capital Advisors, LLC
			its Manager and pursuant to delegated
			authority


		By:	/s/ Timothy S. Peterson
			Timothy S. Peterson
			President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

		NUVEEN DIVERSIFIED DIVIDEND
		AND INCOME FUND, as a Lender

		By: Symphony Asset Management LLC


		By:	/s/ Lenny Mason
			Name: Lenny Mason
			Title: Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

		NUVEEN SENIOR INCOME FUND, as a
		Lender

		By: Symphony Asset Management LLC


		By:	/s/ Lenny Mason
			Name: Lenny Mason
			Title: Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

		NUVEEN TAX-ADVANTAGED TOTAL
		RETURN STRATEGY FUND, as a Lender

		By: Symphony Asset Management LLC


		By:	/s/ Lenny Mason
			Name: Lenny Mason
			Title: Portfolio Manager

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	TRS ARIA LLC

		By	/s/ Alice L. Wagner
			Name: Alice L. Wagner
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	Toronto Dominion (New York), Inc.

		By	/s/ Masood Fikree
			Name: Masood Fikree
			Title: Vice President

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	APEX (Trimaran) CDO I, LTD
	By Trimaran Advisors L.L.C.

		By	/s/ David M. Millison
			Name: David M. Millison
			Title: Managing Director

SIGNATURE PAGE TO

AMENDMENT NO. 1 TO

SENSUS METERING SYSTEMS INC.

CREDIT AGREEMENT

Name of Lender:	SAWGRASS TRADING LLC

		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 AGREEMENT

Name of Lender:	VAN KAMPEN SENIOR INCOME TRUST
	By: Van Kampen Investment Advisory Corp.


		By	/s/ Darvin Pierce
			Name: DARVIN PIERCE
			Title: EXECUTIVE DIRECTOR