Sensus Metering Systems Inc. 85/8% Senior Subordinated Notes Due 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2004 • Sensus Metering Systems Inc • New York
Sensus Metering Systems Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse First Boston LLC and Goldman, Sachs & Co. (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of December 11, 2003 (the “Purchase Agreement”), $275,000,000 aggregate principal amount of its 85/8% Senior Subordinated Notes Due 2013 (the “Notes”) guaranteed on a subordinated basis (the “Parent Guaranty”) by Sensus Metering Systems (Bermuda 2) Ltd., a company organized under the laws of Bermuda (the “Parent Guarantor”). The Notes are also guaranteed (the “Subsidiary Guaranties”) by each of its subsidiaries listed on Schedule I hereto (the “Subsidiary Guarantors”). The Notes will be issued pursuant to an Indenture, dated as of December 17, 2003 (the “Indenture”), among the Issuer, the Parent Guarantor, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). Unless the context otherwise indicates or requires, as
EMPLOYMENT AND NON-INTERFERENCE AGREEMENTEmployment and Non-Interference Agreement • March 16th, 2004 • Sensus Metering Systems Inc • Delaware
This Employment and Non-Interference Agreement, dated as of December 17, 2003 (the “Agreement”), is by and between Peter Mainz (the “Executive”) and Sensus Metering Systems Inc., a Delaware corporation (the “Company”), which is a wholly-owned subsidiary of Sensus Metering Systems (Bermuda 2) Ltd., a company organized under the laws of Bermuda (“Bermuda 2”), which is a wholly-owned subsidiary of Sensus Metering Systems (Bermuda 1) Ltd., a company organized under the laws of Bermuda (“Holdings”).
SENSUS METERING SYSTEMS (LUXCO 3) S.ÀR.L. as Pledgor and CREDIT SUISSE FIRST BOSTON as European Collateral Agent relating to shares in SENSUS METERING SYSTEMS FRANCE HOLDINGSPledge Agreement • March 16th, 2004 • Sensus Metering Systems Inc
(the “European Collateral Agent” which expression shall include any person for the time being appointed as European Collateral Agent or as an additional European Collateral Agent for the purpose of, and in accordance with the Credit Agreement or the European Guarantee Agreement),
NON-COMPETITION AGREEMENTNon-Competition Agreement • March 16th, 2004 • Sensus Metering Systems Inc • New York
THIS NON-COMPETITION AGREEMENT (this “Agreement”) is dated as of December __, 2003, by and between Invensys plc, a corporation organized under the laws of England and Wales, having its registered office at Invensys House, Carlisle Place, London, SW1P1 BX (“Invensys”) and Sensus Metering Systems Inc., a Delaware corporation formerly known as IMS Meters Holdings, Inc. (“Purchaser”).
dated as of December 17, 2003, among SENSUS METERING SYSTEMS INC., SENSUS METERING SYSTEMS (BERMUDA 2) LTD., the Subsidiaries of SENSUS METERING SYSTEMS INC. identified herein, and CREDIT SUISSE FIRST BOSTON, as U.S. Collateral AgentGuarantee and Collateral Agreement • March 16th, 2004 • Sensus Metering Systems Inc • New York
OPERATING AGREEMENT OF M&FC HOLDING, LLCOperating Agreement • March 16th, 2004 • Sensus Metering Systems Inc • Delaware
THIS OPERATING AGREEMENT is made as of the 22nd day of March, 2002, by BTR, Inc., a Delaware corporation with a place of business at 33 Commercial Street, Foxboro, Massachusetts 02035 (the “Member”).
EUROPEAN GUARANTEE AGREEMENT dated as of December 17, 2003, amongEuropean Guarantee Agreement • March 16th, 2004 • Sensus Metering Systems Inc • New York
EUROPEAN GUARANTEE AGREEMENT dated as of December 17, 2003, among SENSUS METERING SYSTEMS (LUXCO 2) S.AR.L., a société A responsabilité limitée incorporated under Luxembourg law (the “European Borrower”), SENSUS METERING SYSTEMS (BERMUDA 3) LTD., a company organized under the laws of Bermuda (“Bermuda Intermediate Holdco”), SENSUS METERING SYSTEMS (LUXCO 1) S.AR.L., a société A responsabilité limitée incorporated under Luxembourg law (“Luxembourg Intermediate Holdco”), the Subsidiaries of the European Borrower identified herein and CREDIT SUISSE FIRST BOSTON (together with its affiliates, “CSFB”), as European collateral agent (the “European Collateral Agent”).
PURCHASE AGREEMENTPurchase Agreement • March 16th, 2004 • Sensus Metering Systems Inc • New York
CREDIT AGREEMENT dated as of December 17, 2003, among SENSUS METERING SYSTEMS INC., SENSUS METERING SYSTEMS (LUXCO 2) S.ÀR.L., SENSUS METERING SYSTEMS (BERMUDA 2) LTD., THE LENDERS NAMED HEREIN, CREDIT SUISSE FIRST BOSTON, as General Administrative...Credit Agreement • March 16th, 2004 • Sensus Metering Systems Inc • New York
CREDIT AGREEMENT dated as of December 17, 2003, among SENSUS METERING SYSTEMS INC., a Delaware corporation (the “U.S. Borrower”), SENSUS METERING SYSTEMS (LUXCO 2) S.ÀR.L., à société a responsabilité limitée incorporated under Luxembourg law (the “European Borrower”), SENSUS METERING SYSTEMS (BERMUDA 2) LTD., a company organized under the laws of Bermuda (“Holdings”), the Lenders (as defined in Article I), CREDIT SUISSE FIRST BOSTON (“CSFB”), as administrative agent for the Lenders (in such capacity, the “General Administrative Agent”) and as collateral agent for the U.S. Lenders (as defined in Article I) (in such capacity, the “U.S. Collateral Agent”), and CSFB, as administrative agent for the European Lenders (as defined in Article I) (in such capacity, the “European Administrative Agent”) and as collateral agent for the European Lenders (in such capacity, the “European Collateral Agent”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 16th, 2004 • Sensus Metering Systems Inc • New York
This Transition Services Agreement (this “Agreement”), dated as of December 17, 2003, is by and between Sensus Metering Systems Inc., a Delaware corporation formerly known as IMS Meters Holdings, Inc. (“Purchaser”), Invensys plc, a public limited liability company organized and existing under the laws of England and Wales (“Invensys”), Invensys Inc., a corporation organized and existing under the laws of the State of Delaware (“Invensys Inc.”), Invensys International Holdings Limited, a private limited liability company organized and existing under the laws of England and Wales (“Invensys International”), BTR Industries Limited, a private limited liability company organized and existing under the laws of England and Wales (“BTR Industries”), Foxboro Iberica SA, a public unlisted limited liability company organized and existing under the laws of Spain (“Foxboro”), BTR France SAS, a private limited liability company organized and existing under the laws of France (“BTR France”), Invensys
STOCK PURCHASE AGREEMENT BY AND AMONG THE SELLERS IDENTIFIED HEREIN, INVENSYS plc AND IMS METERS HOLDINGS, INC.Stock Purchase Agreement • March 16th, 2004 • Sensus Metering Systems Inc • New York
STOCK PURCHASE AGREEMENT, dated as of October 21, 2003 (this “Agreement”), by and among IMS Meters Holdings, Inc., a Delaware corporation (“Purchaser”), Invensys plc, a public limited company organized and existing under the laws of England and Wales (“Invensys”), Invensys Inc., a corporation organized and existing under the laws of the State of Delaware (“Invensys Inc.”), Invensys International Holdings Limited, a private limited liability company organized and existing under the laws of England and Wales (“Invensys International”), BTR Industries Limited, a private limited liability company organized and existing under the laws of England and Wales (“BTR Industries”), Foxboro Iberica SA, a public unlisted limited liability company organized and existing under the laws of Spain (“Foxboro”), BTR France SAS, a private limited liability company organized and existing under the laws of France (“BTR France”), Invensys Holdings Limited, a private limited liability company organized and exis
THE JORDAN COMPANY, L.P. MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • March 16th, 2004 • Sensus Metering Systems Inc • New York
THIS MANAGEMENT CONSULTING AGREEMENT (“Agreement”), is executed as of the 17th day of December 2003 by and among The Jordan Company, L.P. (the “Consultant”), Sensus Metering Systems Inc., a Delaware corporation (the “Company”), and its direct or indirect subsidiaries, including those party hereto (each are referred to as a “Subsidiary” and collectively as the “Subsidiaries”).
December 17, 2003Sensus Metering Systems Inc • March 16th, 2004 • New York
Reference is made to The Jordan Company, L.P. Management Consulting Agreement, dated the date hereof, among The Jordan Company, L.P. (“Consultant”), Sensus Metering Systems Inc., a Delaware corporation (the “Company”), and each of its direct and indirect subsidiaries, a copy of which is attached hereto as Exhibit A (the “Management Consulting Agreement”). Capitalized terms used herein without definition have the same meanings given them in the Shareholders Agreement dated as of December 17, 2003 among the Company, the Goldman Investors and the Resolute Investors.
SENSUS METERING SYSTEMS (BERMUDA 1) LTD. SHAREHOLDERS AGREEMENT Dated as of December 17, 2003Shareholders Agreement • March 16th, 2004 • Sensus Metering Systems Inc • Delaware
THIS SHAREHOLDERS AGREEMENT, dated as of December 17, 2003 (this “Agreement”), is by and among Sensus Metering Systems (Bermuda 1) Ltd., a company organized under the laws of Bermuda (the “Company”), The Resolute SIE, L.P., a British Virgin Islands limited partnership (which, for the avoidance of doubt, shall be construed to be the partners as may from time to time constitute the partnership), The Resolute Fund Netherlands PV I, L.P., a Delaware limited partnership, The Resolute Fund Netherlands PV II, L.P., a Delaware limited partnership, The Resolute Fund NQP, L.P., a Delaware limited partnership, The Resolute Fund Singapore PV, L.P., a Delaware limited partnership, GS Capital Partners 2000, L.P., a Delaware limited partnership (“GS 2000”), GS Capital Partners 2000 Offshore, L.P., a Cayman Islands exempted limited partnership, GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, a Cayman Islands limited partnership, GS Capital Partners 2000 Employee Fund, L.P., a Delaware limited par
SENSUS METERING SYSTEMS (BERMUDA 1) LTD. CONSULTANT SUBSCRIPTION AND SHAREHOLDERS AGREEMENTConsultant Subscription and Shareholders Agreement • March 16th, 2004 • Sensus Metering Systems Inc • New York
THIS CONSULTANT SUBSCRIPTION AND SHAREHOLDERS AGREEMENT, dated as of March 5, 2004 (the “Agreement”), is made by and among Sensus Metering Systems (Bermuda 1) Ltd., a company organized under the laws of Bermuda (the “Company”), whose address is c/o The Jordan Company, L.P., 767 Fifth Avenue, 48th Floor, New York, New York 10153, and the persons and entities whose names are set forth at the end of this Agreement (collectively the “Shareholders”).
RESTRICTED SHARE AGREEMENTRestricted Share Agreement • March 16th, 2004 • Sensus Metering Systems Inc • New York
THIS AGREEMENT, entered into as of December 17, 2003 (the “Grant Date”), by and between (the “Participant”) and Sensus Metering Systems (Bermuda 1) Ltd., a Bermuda limited company (the “Company”);
SENSUS METERING SYSTEMS (BERMUDA 1) LTD. MANAGEMENT SUBSCRIPTION AND SHAREHOLDERS AGREEMENTManagement Subscription and Shareholders Agreement • March 16th, 2004 • Sensus Metering Systems Inc • New York
THIS MANAGEMENT SUBSCRIPTION AND SHAREHOLDERS AGREEMENT, dated as of March 5, 2004 (the “Agreement”), is made by and among Sensus Metering Systems (Bermuda 1) Ltd., a company organized under the laws of Bermuda (the “Company”), whose address is c/o The Jordan Company, L.P., 767 Fifth Avenue, 48th Floor, New York, New York 10153, and the persons and entities whose names are set forth at the end of this Agreement (collectively the “Shareholders”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 16th, 2004 • Sensus Metering Systems Inc
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of December 17, 2003 (this “Amendment”), by and among Sensus Metering Systems Inc. , a Delaware corporation formerly known as IMS Meters Holdings, Inc. (“Purchaser”), Invensys plc, a public limited company organized and existing under the laws of England and Wales (“Invensys”), Invensys Inc., a corporation organized and existing under the laws of the State of Delaware (“Invensys Inc.”), Invensys International Holdings Limited, a private limited liability company organized and existing under the laws of England and Wales (“Invensys International”), BTR Industries Limited, a private limited liability company organized and existing under the laws of England and Wales (“BTR Industries”), Foxboro Iberica SA, a public unlisted limited liability company organized and existing under the laws of Spain (“Foxboro”), BTR France SAS, a private limited liability company organized and existing under the laws of France (“BTR France”), Invensys
