Common use of Proposed Transactions Clause in Contracts

Proposed Transactions. (a) This Agreement references certain pertinent documents as well as applicable laws and regulations. Each Shareholder acknowledges to the Company and the other Shareholders that such references are not summaries or complete and are qualified in their entirety by the complete texts of the documents, laws and regulations so summarized. (b) Each Shareholder acknowledges to the Company and the other Shareholders that such Shareholder has had ample opportunity to ask questions regarding each of the following documents: (i) Amended and Restated Certificate of Incorporation of the Company; (ii) Bylaws of the Company; (iii) Stock Purchase Agreement dated as of July 10, 2004, by and between TA Leasing Holding Co., Inc. and Xxxxxx & Company Limited, as amended, including all exhibits and schedules thereto (the "Stock Purchase Agreement"); (iv) Shareholders Agreement, dated as of the date hereof (the "Shareholders Agreement"), by and among the Company and the shareholders party thereto, including all exhibits and schedules thereto; (v) Investor Subscription Agreement, dated as of the date hereof, by and among the Company and the shareholders of the Company party thereto, including all exhibits and schedules thereto (the "Investor Subscription Agreement"); (vi) Management Consulting Agreement, dated as of the date hereof, by and among the Company, its Related Companies and The Jordan Company, L.P. ("TJC"), including all exhibits and schedules thereto (the "TJC Management Consulting Agreement"); (vii) Management Advisory Agreement, dated as of the date hereof, by and among the Company, its Related Companies and the advisor party thereto, including all exhibits and schedules thereto (the "Advisory Agreement"); (viii) Transaction Fee Agreement, dated as of the date hereof, by and between the Company and Seacon Holdings Limited ("Seacon Fee Agreement"). (ix) Senior Subordinated Credit Agreement, dated as of November 3, 2004, by and between the Company and the lenders named therein, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Loan Agreement"); (x) Credit Agreement, dated as of November 3, 2004, by and among the Company, Fortis Bank, as Agent, Transamerica Leasing Inc. and Trans Ocean Limited, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Credit Agreement"); (xi) The Company's 2004 Management Stock Plan (the "Management Stock Plan"); and (xii) This Agreement and all exhibits and schedules hereto. The documents referred to in (i) through (xii) are hereinafter collectively referred to as the "Operative Documents", except that, for purposes of Section 5(d) only, this Agreement and the Management Stock Plan will not be considered by Operative Document.

Proposed Transactions. (a) This Agreement references certain pertinent documents as well as applicable laws and regulations. Each Shareholder Stockholder acknowledges to the Company and the other Shareholders Stockholders that such references are not summaries or complete and are qualified in their entirety by the complete texts of the documents, laws and regulations so summarized. (b) Each Shareholder Stockholder acknowledges to the Company and the other Shareholders Stockholders that such Shareholder Stockholder has had access to and has had ample opportunity to ask questions regarding review and understand each of the following documents: (i) Amended and Restated Certificate of Incorporation of the Company;. (ii) Bylaws By-laws of the Company;. (iii) Stock Purchase Agreement dated as of July 10, 2004, by and between TA Leasing Holding Co., Inc. and Xxxxxx & Company Limited, as amended, including all exhibits and schedules thereto (the "Stock Purchase Agreement"); (iv) Shareholders Merger Agreement, dated as of the date hereof (the "Shareholders Agreement")May 31, 2001, by and among the Company and the shareholders party other parties signatory thereto, including all exhibits and schedules thereto;. (iv) Amendment No. 1 to the Merger Agreement, dated as of July 17, 2001, by and among the Company and the other parties signatory thereto. (v) Investor Stockholders Agreement, including all exhibits and schedules thereto. (vi) Management Subscription Agreement, dated as of the date hereof, by and among the Company and the shareholders of the Company party theretomanagement stockholders named therein, including all exhibits and schedules thereto (the "Investor Subscription Agreement");thereto. (vivii) Management Consulting Agreement, dated as of the date hereof, by and among the Company, its Related Companies Company and The Jordan Company, L.P. TJC Management Corp. ("TJCTJC MANAGEMENT"), including all exhibits and schedules thereto (the "TJC Management Consulting AgreementMANAGEMENT CONSULTING AGREEMENT");. (viiviii) Management Advisory Revolving Credit and Term Loan Agreement, dated as of the date hereofhereof (the "CREDIT AGREEMENT"), by and among Xxxxxx Xxxxx Corporation, Fleet National Bank ("FLEET"), the Company, its Related Companies and the advisor other lenders party thereto, and Fleet, as agent for itself and such other lenders, including all exhibits and schedules thereto (the "Advisory Agreement");thereto. (viiiix) Transaction Fee Purchase Agreement, dated as of the date hereof, by and between the Company and Seacon Holdings Limited ("Seacon Fee Agreement"). (ix) Senior Subordinated Credit Agreement, dated as of November 3, 2004, by and between the Company and the lenders named therein, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto hereof (the "Loan AgreementPURCHASE AGREEMENT"); (x) Credit Agreement, dated as of November 3, 2004, by and among the Company, Fortis Bank, as Agent, Transamerica Leasing Inc. Company and Trans Ocean Limited, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto JZ Equity Partners PLC (the "Credit AgreementJZEP");. pursuant to which JZEP will purchase $30 million of the Company's 13.00% Subordinated Notes. (xi) The Company's 2004 Management Stock Plan (the "Management Stock Plan"); and (xiix) This Agreement and all exhibits and schedules hereto. The documents referred to in (i) through (xiix) are hereinafter collectively referred to as the "Operative DocumentsOPERATIVE DOCUMENTS", except that, for purposes of Section 5(dSECTION 7(e) only, this Agreement and the Management Stock Plan will not be considered by an Operative Document.

Proposed Transactions. New Sections 3(d), 3(e) and 3(f) shall be added to --------------------- the Rights Agreement as follows: (ad) Notwithstanding anything in this Agreement to the contrary, (i) no Distribution Date or Stock Acquisition Date shall be deemed to have occurred or to occur, (ii) none of Premier Construction Products Statutory Trust, a statutory trust ("Premier"), any of its Subsidiaries or any of their respective Affiliates or Associates (collectively, the "Acquisition Group") shall be deemed to have become an Acquiring Person and (iii) no holder of Rights shall be entitled to any rights or benefits pursuant to Section 7(a), Section 11(a), Section 13(a) or any other provision of this Agreement, in each case by reason of (x) any of the approval, execution, delivery and performance of the Agreement and Plan of Merger dated as of August 11, 2000, among the Company, Premier and Premier Construction Products Acquisition Corp., a Delaware corporation (the "Merger Agreement"), or the Stockholders Agreements (as defined in the Merger Agreement), by the parties thereto, (y) the approval of the Merger Agreement by the stockholders of the Company or (z) the consummation of any of the transactions contemplated by the Merger Agreement or the Stockholders Agreements; provided that if one or more members of the Acquisition Group collectively become the Beneficial Owner of 15% or more of the Common Stock then outstanding in any manner other than as set forth in the Merger Agreement or the Stockholders Agreements, then the provisions of this sentence (other than this proviso) shall terminate. (e) Notwithstanding anything in this Agreement to the contrary, the provisions of this Agreement, including Sections 11(a)(ii), 13(a)(i) and 13(a)(ii), shall not apply to the consummation of any of the transactions contemplated by the Merger Agreement or the Stockholders Agreements. (f) This Agreement references certain pertinent documents shall automatically terminate effective as well of the Effective Time (as applicable laws and regulations. Each Shareholder acknowledges to defined in the Merger Agreement) immediately after the effectiveness of the conversion of the Common Stock of the Company and the other Shareholders that such references are not summaries or complete and are qualified Rights into the right to receive cash as set forth in their entirety by the complete texts of the documents, laws and regulations so summarizedMerger Agreement. (b) Each Shareholder acknowledges to the Company and the other Shareholders that such Shareholder has had ample opportunity to ask questions regarding each of the following documents: (i) Amended and Restated Certificate of Incorporation of the Company; (ii) Bylaws of the Company; (iii) Stock Purchase Agreement dated as of July 10, 2004, by and between TA Leasing Holding Co., Inc. and Xxxxxx & Company Limited, as amended, including all exhibits and schedules thereto (the "Stock Purchase Agreement"); (iv) Shareholders Agreement, dated as of the date hereof (the "Shareholders Agreement"), by and among the Company and the shareholders party thereto, including all exhibits and schedules thereto; (v) Investor Subscription Agreement, dated as of the date hereof, by and among the Company and the shareholders of the Company party thereto, including all exhibits and schedules thereto (the "Investor Subscription Agreement"); (vi) Management Consulting Agreement, dated as of the date hereof, by and among the Company, its Related Companies and The Jordan Company, L.P. ("TJC"), including all exhibits and schedules thereto (the "TJC Management Consulting Agreement"); (vii) Management Advisory Agreement, dated as of the date hereof, by and among the Company, its Related Companies and the advisor party thereto, including all exhibits and schedules thereto (the "Advisory Agreement"); (viii) Transaction Fee Agreement, dated as of the date hereof, by and between the Company and Seacon Holdings Limited ("Seacon Fee Agreement"). (ix) Senior Subordinated Credit Agreement, dated as of November 3, 2004, by and between the Company and the lenders named therein, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Loan Agreement"); (x) Credit Agreement, dated as of November 3, 2004, by and among the Company, Fortis Bank, as Agent, Transamerica Leasing Inc. and Trans Ocean Limited, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Credit Agreement"); (xi) The Company's 2004 Management Stock Plan (the "Management Stock Plan"); and (xii) This Agreement and all exhibits and schedules hereto. The documents referred to in (i) through (xii) are hereinafter collectively referred to as the "Operative Documents", except that, for purposes of Section 5(d) only, this Agreement and the Management Stock Plan will not be considered by Operative Document.

Proposed Transactions. (a) This Agreement references certain pertinent documents as well as applicable laws and regulations. Each Shareholder acknowledges to the Company and the other Shareholders that such references are not summaries or complete and are qualified in their entirety by the complete texts of the documents, laws and regulations so summarized. (b) Each Shareholder acknowledges to the Company and the other Shareholders that such Shareholder has had ample opportunity to ask questions regarding each of the following documents: (i) Amended and Restated Certificate Memorandum of Incorporation Association of the Company, dated November 21, 2003; (ii) Bylaws Bye-laws of the Company, as amended, dated as of December 17, 2003 (the “Bye-laws”); (iii) Stock Purchase Agreement Agreement, as amended, dated as of July 10October 21, 20042003, by and between TA Leasing Holding Co.among IMS Meters Holdings, Inc. Inc., a Delaware corporation, and Xxxxxx & Company Limited, as amendedthe other parties signatory thereto, including all exhibits and schedules thereto (the "“Stock Purchase Agreement"”); (iv) Shareholders Agreement, dated as of the date hereof December 17, 2003 (the "“Shareholders Agreement"”), by and among the Company and the shareholders Shareholders party thereto, including all exhibits and schedules thereto; (v) Investor Resolute Fund Subscription Agreement, dated as of the date hereofDecember 17, 2003, by and among the Company and the shareholders of the Company party theretonamed therein, including all exhibits and schedules thereto (the "Investor “Resolute Fund Subscription Agreement"”); (vi) Xxxxxxx Xxxxx Subscription Agreement, dated as of December 17, 2003, by and among the Company and the shareholders named therein, including all exhibits and schedules thereto (the “Goldman Subscription Agreement”); (vii) Form of Consultant Subscription Agreement, by and among the Company and the consultants named therein, including all exhibits and schedules thereto (the “Consultant Subscription Agreement”); (viii) Management Consulting Agreement, dated as of the date hereofDecember 17, 2003, by and among the Company, its Related Companies and The Jordan Company, L.P. ("“TJC"”), including all exhibits and schedules thereto (the "TJC “Management Consulting Agreement"); (vii”) Management Advisory and the Letter Agreement, dated as of the date hereof, by and among the The Jordan Company, its Related Companies L.P., Xxxxxxx Xxxxx & Co., and Sensus Metering Systems Inc. relating to the advisor party thereto, including all exhibits and schedules thereto (the "Advisory Management Consulting Agreement"); (viii) Transaction Fee Agreement, dated as of the date hereof, by and between the Company and Seacon Holdings Limited ("Seacon Fee Agreement"). (ix) Senior Subordinated Credit Agreement, dated as of November 3December 17, 20042003, by among Sensus Metering Systems Inc., a Delaware corporation, Sensus Metering Systems (LuxCo 2) S.AR.L., a société en commandite par actions, organized and between existing under the Company laws of the Grand-Duchy of Luxembourg , Sensus Metering Systems (Bermuda 2) Ltd., a company organized under the laws of Bermuda, the Lenders (as defined therein), and Credit Suisse First Boston, as administrative and collateral agent for the lenders named therein, Lenders (as therein defined) as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Loan “Credit Agreement"”); (x) Credit AgreementThe Indenture, dated as of November 3December 17, 20042003, by and among relating to the CompanySenior Subordinated Notes of Sensus Metering Systems, Fortis Bank, as Agent, Transamerica Leasing Inc. and Trans Ocean Limited, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Credit Agreement"“Indenture”); (xi) the Confidential Offering Circular relating to the Senior Subordinated Notes (the “Offering Circular”); (xii) The Company's 2004 Management Stock Plan (the "Management Stock ’s Restricted Share Plan"); and (xiixiii) This Agreement and all exhibits and schedules hereto. The documents referred to in (i) through (xii) are hereinafter collectively referred to as the "Operative Documents", except that, for purposes of Section 5(d) only, this Agreement and the Management Stock Plan will not be considered by Operative Document.

Proposed Transactions. (a) This Agreement references certain pertinent documents as well as applicable laws and regulations. Each Shareholder acknowledges to the Company and the other Shareholders that such references are not summaries or complete and are qualified in their entirety by the complete texts of the documents, laws and regulations so summarized. (b) Each Shareholder acknowledges to the Company and the other Shareholders that such Shareholder has had ample opportunity to ask questions regarding each of the following documents: (i) Amended and Restated Certificate of Incorporation of the Company; (ii) Bylaws of the Company; (iii) Stock Purchase Agreement Agreement, dated as of July 10, 2004, by and between TA Leasing Holding Co., Inc. and Xxxxxx & Company Limited, as amended, including all exhibits and schedules thereto (the "Stock Purchase Agreement"); (iv) Shareholders Agreement, dated as of the date hereof (the "Shareholders Agreement")hereof, by and among the Company and the shareholders party theretoShareholders, including all exhibits and schedules theretothereto (the "Shareholder Agreement"); (v) Investor Management Subscription Agreement, dated as of the date hereof, by and among the Company and the management shareholders of the Company party theretonamed therein, including all exhibits and schedules thereto (the "Investor Management Subscription Agreement"); (vi) Management Consulting Agreement, dated as of the date hereof, by and among the Company, its Related Companies and The Jordan Company, L.P. ("TJC"), including all exhibits and schedules thereto (the "TJC Management Consulting Agreement"); (vii) Management Advisory Agreement, dated as of the date hereof, by and among the Company, its Related Companies and the advisor party thereto, including all exhibits and schedules thereto (the "Advisory Agreement"); (viii) Transaction Fee Agreement, dated as of the date hereof, by and between the Company and Seacon Holdings Limited (the "Seacon Fee Agreement").; (ix) Senior Subordinated Credit Agreement, dated as of November 3, 2004, by and between among the Company and the lenders named therein, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Loan Agreement"); (x) Credit Agreement, dated as of November 3, 2004, by and among the Company, Fortis Bank, as Agent, Transamerica Leasing Inc. and Trans Ocean TranOcean Limited, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Credit Agreement"); (xi) The Company's 2004 Management Stock Plan (the "Management Stock Plan"); and (xii) This Agreement and all exhibits and schedules hereto. The documents referred to in (i) through (xii) are hereinafter collectively referred to as the "Operative Documents", except that, for purposes of Section 5(d5(e) only, this Agreement and the Management Stock Plan will not be considered by an Operative Document.

Proposed Transactions. (a) This Agreement references summarizes certain pertinent documents as well as applicable laws and regulations. Each Shareholder acknowledges to While the Company believes that these summaries fairly reflect and the other Shareholders summarize such matters, each Stockholder acknowledges that such references summaries are not summaries or complete and are qualified in their entirety by reference to the complete texts thereof of the documents, laws and regulations so summarized. (b) Each Shareholder Stockholder acknowledges to the Company and the other Shareholders Stockholders that such Shareholder the Stockholder has received or has had ample opportunity to ask questions regarding review and understand the current form of each of the following documents: (i) Amended and Restated A. The Certificate of Incorporation of the Company; (ii) B. The Bylaws of the Company; (iii) C. The draft Offering Circular, dated June 24, 1997, describing the proposed public offering of Senior Notes due 2006, Senior Subordinated Discount Debentures due 2007, Senior Exchangeable Preferred Stock Purchase Agreement dated as of July 10, 2004, by due 2009 and between TA Leasing Holding Co., Inc. and Xxxxxx & Company Limited, as amended, including all exhibits and schedules thereto (the "Stock Purchase Agreement")Common Stock; (iv) Shareholders D. The Stockholders' Agreement, dated as of the date hereof (the "Shareholders Agreement"), by and among the Company and the shareholders party thereto, including all exhibits and schedules thereto; (v) Investor Subscription Agreement, dated as of the date hereof, by and among the Company and the shareholders of the Company party thereto, including all exhibits and schedules thereto (the "Investor Subscription Agreement"); (vi) Management Consulting Agreement, dated as of the date hereof, by and among the Company, its Related Companies and The Jordan Company, L.P. ("TJC"), including all exhibits and schedules thereto (the "TJC Management Consulting Agreement"); (vii) Management Advisory Agreement, dated as of the date hereof, by and among the Company, its Related Companies and the advisor party thereto, including all exhibits and schedules thereto (the "Advisory Agreement"); (viii) Transaction Fee Agreement, dated as of the date hereof, by and between the Company and Seacon Holdings Limited ("Seacon Fee Agreement"). (ix) Senior Subordinated Credit Agreement, dated as of November 3, 2004, by and between the Company and the lenders named therein, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Loan Agreement"); (x) Credit Agreement, dated as of November 3, 2004, by and among the Company, Fortis Bank, as Agent, Transamerica Leasing Inc. and Trans Ocean Limited, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Credit Agreement"); (xi) The Company's 2004 Management Stock Plan (the "Management Stock Plan"); and (xii) E. This Agreement and all exhibits and schedules hereto. The documents referred to in (i) A through (xii) E are hereinafter collectively referred to as the "Operative Documents"." The Company has afforded such Stockholder and such Stockholder's advisors, except thatif any, for purposes the opportunity to discuss an investment in the Stock and to ask questions of Section 5(d) only, this Agreement representatives of the Company concerning the terms and conditions of the offering of the Stock and the Management Operative Documents, and such representatives have provided answers to all such questions concerning the offering of the Stock Plan will not and the Operative Documents. Such Stockholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Stockholder's investment in the Stock and the consequences thereof and risks associated therewith and the Operative Documents. Such Stockholder and such Stockholder's advisors, if any, has examined or has had the opportunity to examine before the date hereof the Operative Documents and all information that the advisor or Stockholder deems to be considered material to an understanding of the Company, the proposed business of the Company, and the offering of the Stock. Such Stockholder also acknowledges that there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by Operative Documentany general solicitation or advertising) by or on behalf of the Company regarding an investment in the Stock.

Proposed Transactions. (a) This Agreement references summarizes certain pertinent documents as well as applicable laws and regulations. Each Shareholder acknowledges to While the Company believes that these summaries fairly reflect and the other Shareholders summarize such matters, each Stockholder acknowledges that such references summaries are not summaries or complete and are qualified in their entirety by reference to the complete texts thereof of the documents, laws and regulations so summarized. (b) Each Shareholder Stockholder acknowledges to the Company and the other Shareholders Stockholders that such Shareholder the Stockholder has received or has had ample opportunity to ask questions regarding review and understand the current form of each of the following documents: (i) Amended and Restated A. The Certificate of Incorporation of the Company; (ii) B. The Bylaws of the Company; (iii) Stock Purchase C. The Agreement dated as and Plan of July 10, 2004, by and between TA Leasing Holding Co., Inc. and Xxxxxx & Company Limited, as amended, including all exhibits and schedules thereto Merger (the "Stock Purchase Merger Agreement"); (iv) Shareholders Agreement, dated as of the date hereof (the "Shareholders Agreement")---------------- August 14, 1995, by and among the Company and Xxxxxxx Holding Company ("Old Holdings"), the shareholders stockholders of Old Holdings a party thereto the optionholders of Old Holdings a party thereto and Xxxxx & Partners, Inc., pursuant to which the Company will merge with and into Old Holdings, with Old Holdings as the surviving corporation, and subsequent to which Xxxxxxx Products, Inc. ("Old Xxxxxxx") will merge with and into Old Holdings, with ----------- Old Holdings being the surviving corporation and being renamed "Xxxxxxx Products, Inc." ("New Xxxxxxx"). ----------- D. The Second Amended and Restated Credit Agreement, of even date herewith, by and among New Xxxxxxx, Old Holdings, the Lenders parties thereto and Xxxxxx Financial, Inc. ("Xxxxxx"), as Agent, including all exhibits and schedules thereto. ------ E. The Note Agreement of even date herewith by and among the Company and the other signatories thereto, including all exhibits and schedules thereto;. (v) Investor Subscription Agreement, dated as F. The Securities Purchase Agreement of even date herewith executed by the Company in favor of the date hereof, by and among the Company and the shareholders of the Company party thereto, including all exhibits and schedules thereto Purchasers (the "Investor Subscription Agreement"); (vi) Management Consulting Agreement, dated as of the date hereof, by and among the Company, its Related Companies and The Jordan Company, L.P. ("TJC"defined therein), including all exhibits and schedules thereto (the "TJC Management Consulting Agreement");thereto. (vii) Management Advisory G. The Stockholders Agreement, dated as of the even date hereofherewith, by and among the CompanyXxxxxxx Products, its Related Companies Inc. and the advisor party theretostockholders named therein, including all exhibits and schedules thereto thereto. H. The Advisor Subscription Agreement (the "Advisory Advisor Subscription Agreement"); (viii) Transaction Fee Agreement, ------------------------------ dated as of the date hereofAugust 16, by and 1995, between the Company and Seacon Holdings Limited Safety Partners, L.P. ("Seacon Fee AgreementSafety Partners, L.P."). --------------------- I. The 1995 Xxxxxxx Management Stock Option Plan of even date herewith adopted by the Board of Directors of New Xxxxxxx, including all exhibits thereto. (ix) Senior Subordinated Credit Agreement, dated as of November 3, 2004, by and between the Company and the lenders named therein, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Loan Agreement"); (x) Credit Agreement, dated as of November 3, 2004, by and among the Company, Fortis Bank, as Agent, Transamerica Leasing Inc. and Trans Ocean Limited, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Credit Agreement"); (xi) The Company's 2004 Management Stock Plan (the "Management Stock Plan"); and (xii) J. This Agreement and all exhibits and schedules hereto. The documents referred to in (i) A through (xii) J are hereinafter collectively referred to as the "Operative Documents"." ------------------- The Company has afforded such Stockholder and such Stockholder's advisors, except thatif any, for purposes the opportunity to discuss an investment in the Stock and to ask questions of Section 5(d) only, this Agreement representatives of the Company concerning the terms and conditions of the offering of the Stock and the Management Operative Documents, and such representatives have provided answers to all such questions concerning the offering of the Stock Plan will not and the Operative Documents. Such Stockholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Stockholder's investment in the Stock and the consequences thereof and risks associated therewith and the Operative Documents. Such Stockholder and such Stockholder's advisors, if any, has examined or has had the opportunity to examine before the date hereof the Operative Documents and all information that the advisor or Stockholder deems to be considered material to an understanding of the Company, the proposed business of the Company, and the offering of the Stock. Such Stockholder also acknowledges that there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by Operative Documentany general solicitation or advertising) by or on behalf of the Company regarding an investment in the Stock.

Proposed Transactions. (a) This Agreement references certain pertinent documents as well as applicable laws and regulations. Each Shareholder acknowledges to the Company and the other Shareholders that such references are not summaries or complete and are qualified in their entirety by the complete texts of the documents, laws and regulations so summarized. (b) Each Shareholder acknowledges to the Company and the other Shareholders that such Shareholder has had ample opportunity to ask questions regarding each of the following documents: (i) Amended and Restated Certificate Memorandum of Incorporation Association of the Company, dated November 21, 2003; (ii) Bylaws Bye-laws of the Company, as amended, dated as of December 17, 2003 (the “Bye-laws”); (iii) Stock Purchase Agreement Agreement, as amended, dated as of July 10October 21, 20042003, by and between TA Leasing Holding Co.among IMS Meters Holdings, Inc. Inc., a Delaware corporation, and Xxxxxx & Company Limited, as amendedthe other parties signatory thereto, including all exhibits and schedules thereto (the "“Stock Purchase Agreement"”); (iv) Shareholders Agreement, dated as of the date hereof December 17, 2003 (the "“Shareholders Agreement"”), by and among the Company and the shareholders Shareholders party thereto, including all exhibits and schedules thereto; (v) Investor Resolute Fund Subscription Agreement, dated as of the date hereofDecember 17, 2003, by and among the Company and the shareholders of the Company party theretonamed therein, including all exhibits and schedules thereto (the "Investor “Resolute Fund Subscription Agreement"”); (vi) Xxxxxxx Xxxxx Subscription Agreement, dated as of December 17, 2003, by and among the Company and the shareholders named therein, including all exhibits and schedules thereto (the “Goldman Subscription Agreement”); (vii) Form of Management Subscription and Shareholders Agreement, by and among the Company and the shareholders named therein, including all exhibits and schedules thereto (the “Management Subscription Agreement”); (viii) Management Consulting Agreement, dated as of the date hereofDecember 17, 2003, by and among the Company, its Related Companies and The Jordan Company, L.P. ("“TJC"”), including all exhibits and schedules thereto (the "TJC “Management Consulting Agreement"); (vii”) Management Advisory and the Letter Agreement, dated as of the date hereof, by and among the The Jordan Company, its Related Companies L.P., Xxxxxxx Xxxxx & Co., and Sensus Metering Systems Inc. relating to the advisor party thereto, including all exhibits and schedules thereto (the "Advisory Management Consulting Agreement"); (viii) Transaction Fee Agreement, dated as of the date hereof, by and between the Company and Seacon Holdings Limited ("Seacon Fee Agreement"). (ix) Senior Subordinated Credit Agreement, dated as of November 3December 17, 20042003, by among Sensus Metering Systems Inc., a Delaware corporation, Sensus Metering Systems (LuxCo 2) S.AR.L., a société en commandite par actions, organized and between existing under the Company laws of the Grand-Duchy of Luxembourg , Sensus Metering Systems (Bermuda 2) Ltd., a company organized under the laws of Bermuda, the Lenders (as defined therein), and Credit Suisse First Boston, as administrative and collateral agent for the lenders named therein, Lenders (as therein defined) as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Loan “Credit Agreement"”); (x) Credit AgreementThe Indenture, dated as of November 3December 17, 20042003, by and among relating to the CompanySenior Subordinated Notes of Sensus Metering Systems, Fortis Bank, as Agent, Transamerica Leasing Inc. and Trans Ocean Limited, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Credit Agreement"“Indenture”); (xi) the Confidential Offering Circular relating to the Senior Subordinated Notes (the “Offering Circular”); (xii) The Company's 2004 Management Stock Plan (the "Management Stock ’s Restricted Share Plan"); and (xiixiii) This Agreement and all exhibits and schedules hereto. The documents referred to in (i) through (xii) are hereinafter collectively referred to as the "Operative Documents", except that, for purposes of Section 5(d) only, this Agreement and the Management Stock Plan will not be considered by Operative Document.

Proposed Transactions. (a) This Agreement references summarizes certain pertinent documents as well as applicable laws and regulations. Each Shareholder acknowledges to While the Company believes that these summaries fairly reflect and summarize such matters, the other Shareholders Stockholder acknowledges that such references summaries are not summaries or complete and are qualified in their entirety by reference to the complete texts thereof of the documents, laws and regulations so summarized. (b) Each Shareholder The Stockholder acknowledges to the Company and New Xxxxxxx'x Other Stockholders party to the other Shareholders Stockholders Agreement that such Shareholder the Stockholder has received or has had ample opportunity to ask questions regarding review and understand the current form of each of the following documents: (i) Amended and Restated A. The Certificate of Incorporation of the Company; (ii) Bylaws B. The By-laws of the Company;. C. The Agreement and Plan of Merger (iii) Stock Purchase Agreement the "Merger Agreement"), dated as of July 10August 14, 20041995, by and between TA Leasing Holding Co.among the Company, Xxxxxxx Holdings ("Old Holdings"), the stockholders of Old Holdings a party thereto the optionholders of Old Holdings a party thereto and Xxxxx & Partners, Inc., pursuant to which the Company will merge with and into Old Holdings with Old Holdings as the surviving corporation, and subsequent to which Xxxxxxx Products, Inc. ("Old Xxxxxxx") will merge ----------- with and into Old Holdings, with Old Holdings being the surviving corporation and being renamed "Xxxxxxx Products, Inc." D. The Second Amended and Restated Credit Agreement, of even date herewith, by and among Xxxxxxx Products, Inc., Xxxxxxx Holding Company, the Lenders parties thereto and Xxxxxx & Company LimitedFinancial, Inc. ("Xxxxxx"), as amendedAgent, including all exhibits and schedules thereto (the "Stock Purchase Agreement");thereto. (iv) Shareholders Agreement, dated as E. The Note Agreement of the even date hereof (the "Shareholders Agreement"), herewith by and among the Company and the shareholders party other signatories thereto, including all exhibits and schedules thereto;. (v) Investor Subscription Agreement, dated as F. The Securities Purchase Agreement of even date herewith executed by the Company in favor of the date hereof, by and among the Company and the shareholders of the Company party thereto, including all exhibits and schedules thereto Purchasers (the "Investor Subscription Agreement"); (vi) Management Consulting Agreement, dated as of the date hereof, by and among the Company, its Related Companies and The Jordan Company, L.P. ("TJC"defined therein), including all exhibits and schedules thereto (the "TJC Management Consulting Agreement");thereto. (vii) Management Advisory G. Stockholders Agreement, dated as of the even date hereofherewith, by and among the CompanyXxxxxxx Products, its Related Companies Inc. and the advisor party theretostockholders named therein, including all exhibits and schedules thereto (the "Advisory Agreement"); (viii) Transaction Fee Agreement, dated as of the date hereof, by and between the Company and Seacon Holdings Limited ("Seacon Fee Agreement")thereto. (ix) Senior Subordinated Credit Agreement, dated as of November 3, 2004, by and between the Company and the lenders named therein, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Loan Agreement"); (x) Credit Agreement, dated as of November 3, 2004, by and among the Company, Fortis Bank, as Agent, Transamerica Leasing Inc. and Trans Ocean Limited, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Credit Agreement"); (xi) H. The Company's 2004 1995 Xxxxxxx Management Stock Option Plan (the "Management Company Stock Option Plan"); and) of even date herewith, adopted by the Board of Directors of New Xxxxxxx, including all exhibits thereto. (xii) I. This Agreement and all the exhibits and schedules hereto. The documents referred to in (i) A through (xii) H are hereinafter collectively referred to as the "Operative Documents", except that, for purposes of Section 5(d) only, this Agreement ." ------------------- The Company has afforded the Stockholder and the Management Stockholder's advisors, if any, the opportunity to discuss an investment in the Common Stock Plan will not and to ask questions of representatives of the Company concerning the terms and conditions of the offering of the Common Stock and the Operative Documents, and such representatives have provided answers to all such questions concerning the offering of the Common Stock and the Operative Documents. The Stockholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Stockholder's investment in the Common Stock and the consequences thereof and risks associated therewith and the Operative Documents. The Stockholder and its advisors, if any, has examined or has had the opportunity to examine before the date hereof the Operative Documents and all information that the advisor or Stockholder deems to be considered material to an understanding of the Company, the proposed business of the Company, and the offering of the Common Stock. The Stockholder also acknowledges that there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by Operative Documentany general solicitation or advertising) by or on behalf of the Company regarding an investment in the Common Stock.

Proposed Transactions. The Loan Parties shall promptly provide the Administrative Agent with written notice not later than five (a5) This Agreement references certain pertinent documents as well as applicable laws Business Days after any Loan Party’s knowledge of any offers (x) from any bona fide purchaser to acquire any Loan Party or Loan Parties or any assets of any Loan Party or Loan Parties (collectively, the “Proposed Acquisitions”) and regulations. Each Shareholder acknowledges (y) from any bona fide provider of refinancing or subordinated Indebtedness (collectively, “Proposed Indebtedness” and together with the Proposed Acquisitions, the “Proposed Transactions”), along with copies of (i) to the Company extent then available, proposed and final documentation related thereto, (ii) to the extent then available, proposed and final sources and uses related thereto, (iii) to the extent then available, pro forma financial statements and projections showing the impact of the Proposed Transaction, and (iv) to the extent relating to a Proposed Acquisition and available, documentation evidencing that the Loan Parties are being fully released from any liabilities being transferred to a proposed purchaser (including, without limitation, liabilities under transferred leases, debt and other contracts). The Loan Parties shall also provide to the Administrative Agent, to the extent applicable, a written summary of any impact any Proposed Acquisition will have on any contracts of the Loan Parties (including, without limitation, any employment agreements). The Loan Parties shall provide the Administrative Agent no later than 4:00 pm Central Time on each Wednesday (or such later date as may be agreed to by the Administrative Agent in writing in its reasonable discretion) updates in writing, in form and substance reasonably acceptable to the Administrative Agent, as to the status of the Proposed Transactions and to the extent then available, copies of any documentation delivered in connection therewith, including, but not limited to, to the extent applicable, letters of intent, purchase commitments, or expressions of interest relating to any such Proposed Transaction, together with any and all correspondence pertaining to the status or updates of the completion of such Proposed Transaction, the next such update to be delivered on March 6, 2019, no later than 4:00 pm Central Time (or such later date as the Administrative Agent may agree to in writing in its sole discretion). Without limiting the foregoing: (i) nothing contained herein shall deemed to be a consent to, or other approval of, either the consummation of any Proposed Transaction or any agreement to either facilitate such Proposed Transaction and (ii) the consummation of any Proposed Transaction shall be subject to the approvals, limitations and requirements set forth in the Credit Agreement and the other Shareholders that such references are not summaries or complete and are qualified in their entirety by the complete texts of the documents, laws and regulations so summarizedLoan Documents. (b) Each Shareholder acknowledges to the Company and the other Shareholders that such Shareholder has had ample opportunity to ask questions regarding each of the following documents: (i) Amended and Restated Certificate of Incorporation of the Company; (ii) Bylaws of the Company; (iii) Stock Purchase Agreement dated as of July 10, 2004, by and between TA Leasing Holding Co., Inc. and Xxxxxx & Company Limited, as amended, including all exhibits and schedules thereto (the "Stock Purchase Agreement"); (iv) Shareholders Agreement, dated as of the date hereof (the "Shareholders Agreement"), by and among the Company and the shareholders party thereto, including all exhibits and schedules thereto; (v) Investor Subscription Agreement, dated as of the date hereof, by and among the Company and the shareholders of the Company party thereto, including all exhibits and schedules thereto (the "Investor Subscription Agreement"); (vi) Management Consulting Agreement, dated as of the date hereof, by and among the Company, its Related Companies and The Jordan Company, L.P. ("TJC"), including all exhibits and schedules thereto (the "TJC Management Consulting Agreement"); (vii) Management Advisory Agreement, dated as of the date hereof, by and among the Company, its Related Companies and the advisor party thereto, including all exhibits and schedules thereto (the "Advisory Agreement"); (viii) Transaction Fee Agreement, dated as of the date hereof, by and between the Company and Seacon Holdings Limited ("Seacon Fee Agreement"). (ix) Senior Subordinated Credit Agreement, dated as of November 3, 2004, by and between the Company and the lenders named therein, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Loan Agreement"); (x) Credit Agreement, dated as of November 3, 2004, by and among the Company, Fortis Bank, as Agent, Transamerica Leasing Inc. and Trans Ocean Limited, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Credit Agreement"); (xi) The Company's 2004 Management Stock Plan (the "Management Stock Plan"); and (xii) This Agreement and all exhibits and schedules hereto. The documents referred to in (i) through (xii) are hereinafter collectively referred to as the "Operative Documents", except that, for purposes of Section 5(d) only, this Agreement and the Management Stock Plan will not be considered by Operative Document.