Sensus USA Inc Watch

from 8-K 87 pages Amendment No. 2 and Agreement to the Credit Agreement

from 10-Q 16 pages Sensus Metering Systems (Luxco 2) S.ÀR.L. as Pledgor and Credit Suisse First Boston as Security Agent Pledge Over Shares (Sensus Metering Systems (Luxco 4) S.ÀR.L.) Contents

from 10-Q 93 pages (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”

from 8-K 5 pages (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”

from S-4 27 pages European Guarantee Agreement Dated as of December 17, 2003, Among Sensus Metering Systems (Luxco 2) S.AR.L., Sensus Metering Systems (Bermuda 3) Ltd., Sensus Metering Systems (Luxco 1) S.AR.L., the Subsidiaries of Sensus Metering Systems (Luxco 2) S.AR.L. Identified Herein, and Credit Suisse First Boston, as European Collateral Agent

from S-4 110 pages U.S. Guarantee and Collateral Agreement 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 Agent

from S-4 121 pages 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 Agent and U.S. Collateral Agent and Credit Suisse First Boston, as European Administrative Agent and European Collateral Agent Credit Suisse First Boston and Goldman Sachs Credit Partners L.P., as Joint Bookrunners and Joint Lead Arrangers, Goldman Sachs Credit Partners L.P., as Syndication Agent and National City Bank, as Documentation Agent