Rick A. Gibson Commercial Lending SpecialistCommercial Banking Commerce Place, 7th Floor, 400 Burrard Street Vancouver, BC V6C 3A6 December 6, 1999 Power Measurement Ltd. 2195 Keating Cross Road Saanichton, British Columbia V8M 2A5 -and - Parties...Power Measurement Inc • August 28th, 2001
Power Measurement Ltd. (the "Borrower") has requested certain amendments to the Credit Agreement dated as of March 12, 1999 among the Borrower, as borrower, Canadian Imperial Bank of Commerce (the "Agent"), as agent and Canadian Imperial Bank of Commerce, and such lenders as are from time to time signatories thereto (collectively, the "Lenders") (the "Credit Agreement", the capitalized terms used herein as therein defined). In consideration of the continued advance of the credit facilities under the Credit Agreement, the Agent for and on behalf of itself and as Lender, the Borrower and the subordinated lenders listed in Schedule A (the "Subordinated Lenders") agree that the Credit Agreement shall be deemed to be amended so as to:
EVCC/ELIGIBLE BUSINESS INVESTMENT AGREEMENTInvestment Agreement • August 28th, 2001 • Power Measurement Inc • British Columbia
PML EMPLOYEE (EVCC) CORP., a British Columbia company, having an office at Suite 1212, 1175 Douglas Street, Victoria, British Columbia, Canada.
SECOND AMENDED AND RESTATED SECURITY HOLDERS AGREEMENTSecurity Holders Agreement • August 28th, 2001 • Power Measurement Inc • California
This SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (the "Second Amended Agreement") is made as of January 4, 1999 by and among:
AMENDMENT TO EVCC/BUSINESS INVESTMENT AGREEMENT dated September 25, 1996Power Measurement Inc • August 28th, 2001
Each of the undersigned parties to that EVCC/Business Investment Agreement dated as of September 25, 1996 hereby acknowledges and agrees that the Agreement is amended as follows (capitalized terms used but not defined herein shall have the respective meanings assigned thereto in that Agreement):
EXCHANGE AGREEMENTExchange Agreement • August 28th, 2001 • Power Measurement Inc • California
This EXCHANGE AGREEMENT (this "Agreement") is made as of January 4, 1999 by and among Power Measurement Ltd. ("Amalco"), a British Columbia company; Power Measurement Holdings, Inc. ("Holdco"), a Delaware corporation; PML Employee (EVCC) Corp. (the "EVCC"), and each of J. Bradford Forth and David Giles (collectively, the "Management Holders," together with the EVCC, the "Shareholders") with reference to the following:
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 28th, 2001 • Power Measurement Inc • Delaware
This Indemnification Agreement (the "Agreement") is made as of June 27, 2001, by and between Power Measurement Holdings, Inc., a Delaware corporation (the "Company"), and «Name» (the "Indemnitee").
CONSENT AND AMENDMENT AGREEMENTPower Measurement Inc • August 28th, 2001 • British Columbia
Consent and Amendment Agreement dated as of January 1, 2001 made by Power Measurement Ltd., a corporation formed by amalgamation of GFI-PML Investors Corp. ("GFI-PML") and Power Measurement Ltd. (as it was prior to amalgamation, "PML") and Canadian Imperial Bank of Commerce, as agent (the "Agent") and as lender together with certain other lenders from time to time becoming signatories to the Credit Agreement (as hereinafter defined) (the "Lenders").
QuickLinks -- Click here to rapidly navigate through this documentPower Measurement Inc • August 28th, 2001
Rick A. Gibson Commercial Leading SpecialistCommercial Banking Commerce Place 7th Floor 400 Burrard Street Vancouver, BC V6C 3A5
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTSecurityholders Agreement • August 28th, 2001 • Power Measurement Inc • California
This Amendment No. 1 to Second Amended and Restated Securityholders Agreement ("Amendment"), dated as of December 14, 1999, is entered into by and among Power Measurement Ltd., a British Columbia company ("PML"), GFI-PML Investors Corp., a British Columbia company ("GFI-PML"), the Holdco Investors (as defined in the Securityholders Agreement), PML Employee (EVCC) Corp. ("EVCC"), and each of J. Bradford Forth and David Giles (together, the "Management Holders"), Power Measurement Holdings, Inc., a Delaware corporation ("Holdco"), and Power Measurement USA, Inc., a Delaware corporation ("PML USA").
