Common use of NOT A NOVATION Clause in Contracts

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each expressly reserves all rights against all parties to the Credit Agreement. Bank: JPMorgan Chase Bank, N.A. By: /s/ Xxxx X. Xxxxxxxx, Vice President Date Signed: 4/30/08 BORROWER: Badger Meter Employee Savings and Stock Ownership Plan and Trust By: /s/ Xxxxxxx X. Xxxxxx, Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 By: /s/ Xxxx X. Xxxxxx, Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. Badger Meter, Inc. By: /s/ Xxxxxx X. Xxx, Xx. Vice President — Administration Date Signed: 4/28/08 Note Modification Agreement This agreement is dated as of April 28, 2008 (the “Agreement Date”), to be effective as of April 28, 2008 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and XX Xxxxxx Xxxxx Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL (the “Bank”).

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Borrower: Heeling Sports Limited By: Heeling Management Corp., General Partner /s/ XXXXXXX X. XXXXXXX Xxxxxxx X. Xxxxxxx CFO Printed Name Title Date Signed: 6/22/06 Bank: JPMorgan Chase Bank, N.A. By: /s/ Xxxx X. Xxxxxxxx, Vice President J. XXXXXXX XXXXXXXXX J. Xxxxxxx Xxxxxxxxx SVP Printed Name Title Date Signed: 4/30/08 BORROWER: Badger Meter Employee Savings and Stock Ownership Plan and Trust By: /s/ Xxxxxxx X. Xxxxxx, Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 By: /s/ Xxxx X. Xxxxxx, Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 The undersigned, Badger Meter, Inc., is signing below 6/22/06 [CHASE LOGO] Amendment to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. Badger Meter, Inc. By: /s/ Xxxxxx X. Xxx, Xx. Vice President — Administration Date Signed: 4/28/08 Note Modification Credit Agreement This agreement is dated as of April 28August 25, 2008 (the “Agreement Date”), to be effective as of April 28, 2008 (the “Effective Date”)2006, by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust Heeling Sports Limited (the “"Borrower”") and XX Xxxxxx Xxxxx JPMorgan Chase Bank, NA, N.A. as successor by merger to Bank One, NA with its main office in Chicago, IL (the “"Bank”"), and its successors and assigns. The provisions of this agreement are effective on the date that this agreement has been executed by all of the signers and delivered to the Bank (the "Effective Date").

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guarantiesguarantees, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each expressly reserves all rights against all parties to the Credit Agreement. Bank: JPMorgan Chase BankBank One, N.A. By: /s/ Xxxx Gxxxxxx X. XxxxxxxxXxxx, First Vice President Date Signed: 4/30/08 BORROWERBorrower: Badger Meter Employee Savings and Stock Ownership Plan and Trust By: /s/ Xxxxxxx Mxxxxxx X. Xxxxxx, Vice President, Xxxxxxxx Mxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 By: /s/ Xxxx Lxxx X. Xxxxxx, Vice President, Xxxxxxxx Mxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, ratify and reaffirm the representationrepresentations, warranties and convenants covenants set forth in Sections 3, 5, 5 and 7 of the Loan Agreement dated June 20, 2003. Badger Meter, Inc. By: /s/ Xxxxxx X. XxxRxxxxxx Xxxxxxx, Xx. Vice President — Administration Date Signed: 4/28/08 Note Modification Agreement This agreement is dated as of April 28, 2008 (the “Agreement Date”), to be effective as of April 28, 2008 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and XX Xxxxxx Xxxxx Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL (the “Bank”).CFO & Treasurer

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Borrower: Heeling Sports Limited By: Heeling Management Corp. By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Printed Name CFO Title Date Signed: 8/28/06 Bank: JPMorgan Chase Bank, N.A. By: /s/ Xxxx X. Xxxxxxxx, Vice President J. Xxxxxxx Xxxxxxxxx J. Xxxxxxx Xxxxxxxxx Printed Name SVP Title Date Signed: 4/30/08 BORROWER: Badger Meter Employee Savings and Stock Ownership Plan and Trust By: /s/ Xxxxxxx X. Xxxxxx, Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 By: /s/ Xxxx X. Xxxxxx, Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. Badger Meter, Inc. By: /s/ Xxxxxx X. Xxx, Xx. Vice President — Administration Date Signed: 4/28/08 8/28/06 [CHASE LOGO] Note Modification Agreement This agreement is dated as of April August 28, 2008 2006 (the “"Agreement Date”), to be effective as of April 28, 2008 (the “Effective Date”"), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust Heeling Sports Limited (the “"Borrower”") and XX Xxxxxx Xxxxx JPMorgan Chase Bank, NA, N.A. as successor by merger to Bank One, NA NA, with its main office in Chicago, IL (the “"Bank”"). The provisions of this agreement are effective on the date that this agreement has been executed by all of the signers and delivered to the Bank (the "Effective Date").

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each expressly reserves all rights against all parties to the Credit Agreement. Bank: JPMorgan Chase Bank, N.A. By: /s/ Xxxx X. Xxxxxxxx, Vice President Date Signed: 4/30/08 BORROWER: Badger Meter Employee Savings and Stock Ownership Plan and Trust By: /s/ Xxxxxxx X. Xxxxxx, Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 4/28/10 By: /s/ Xxxx X. Xxxxxx, Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 4/28/10 Bank: JPMorgan Chase Bank, N.A. By: /s/ Xxxx X. Xxxxxxxx, Vice President Date Signed: 4/30/10 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. Badger Meter, Inc. By: /s/ Xxxxxx Xxxxxxx X. XxxXxxxxxx, Xx. Vice President — Administration Finance, CFO & Treasurer Date Signed: 4/28/08 4/28/10 Note Modification Agreement This agreement is dated as of April 2830, 2008 2010 (the “Agreement Date”), to be effective as of April 2830, 2008 2010 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and XX Xxxxxx Xxxxx Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL (the “Bank”).

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each expressly reserves all rights against all parties to the Credit Agreement. BankBANK: JPMorgan Chase BankJPMORGAN CHASE BANK, N.A. By: /s/ Xxxx Xxxxxxx X. XxxxxxxxXxxx, Senior Vice President ------------------------------------------- Date Signed: 4/30/08 5/16/05 BORROWER: Badger Meter Employee Savings and Stock Ownership Plan and Trust BADGER METER EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN AND TRUST By: /s/ Xxxxxxx X. Xxxxxx, ------------------------------------ Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 5/12/05 By: /s/ Xxxx X. Xxxxxx, ------------------------------------ Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 5/12/05 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. Badger MeterBADGER METER, Inc. ByINC. BY: /s/ Xxxxxx X. XxxXxxxxxx Xxxxxxx, Xx. Vice President — Administration CFO & Treasurer ----------------------------------------- Date Signed: 4/28/08 Note Modification Agreement 4/18/05 NOTE MODIFICATION AGREEMENT This agreement is dated as of April 2819, 2008 2005 (the “"Agreement Date”"), to be effective as of April 2819, 2008 2005 (the “"Effective Date”"), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “"Borrower”") and XX Xxxxxx Xxxxx Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL (the “"Bank”").

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), ) the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OR PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Borrower: U.S. Global Investors, Inc By: /s/ Fxxxx X. Xxxxxx Printed Name Fxxxx X. Xxxxxx Title Chief Executive Officer Date Signed: BANK’S ACCEPTANCE The foregoing agreement is hereby agreed to and acknowledged. Bank: JPMorgan Chase Bank, N.A. By: /s/ Xxxx Printed Name Jxxx X. XxxxxxxxXxxxxxxxxx XX, Title Vice President Date Signed: 4/30/08 BORROWER: Badger Meter Employee Savings and Stock Ownership Plan and Trust By: /s/ Xxxxxxx X. Xxxxxx, Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 By: /s/ Xxxx X. Xxxxxx, Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. Badger Meter, Inc. By: /s/ Xxxxxx X. Xxx, Xx. Vice President — Administration Date Signed: 4/28/08 Note Modification Agreement This agreement is dated as of April 28, 2008 (the “Agreement Date”), to be effective as of April 28, 2008 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and XX Xxxxxx Xxxxx Bank, NA, successor by merger to Bank One, NA with its main office in Chicago, IL (the “Bank”).4/25/07

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. Borrower: Flexsteel Industries, Inc. By: /s/ X.X. Xxxxxxxxxx X.X. Xxxxxxxxxx, Exec. V.P., C.F.O., Secretary Printed Name Title Date Signed: June 15, 2005 Bank: JPMorgan Chase Bank, N.A. By: /s/ Xxxx X. XxxxxxxxXxxxxxx Xxxx X. Xxxxxxx, First Vice President Printed Name Title Date Signed: 4/30/08 BORROWER: Badger Meter Employee Savings and Stock Ownership Plan and Trust By: /s/ Xxxxxxx X. Xxxxxx, Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 By: /s/ Xxxx X. Xxxxxx, Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 20032005 Line of Credit Note $20,000,000.00 Due: September 30, 2007 Date: June 30, 2004 Promise to Pay. Badger MeterOn or before September 30, 2007, for value received, Flexsteel Industries, Inc. By: /s/ Xxxxxx X. Xxx, Xx. Vice President — Administration Date Signed: 4/28/08 Note Modification Agreement This agreement is dated as of April 28, 2008 (the “Agreement Date”), to be effective as of April 28, 2008 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and XX Xxxxxx Xxxxx Bank, NA, successor by merger promises to pay to Bank One, NA NA, with its main office in Chicago, IL IL, whose address is 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 (the “Bank”)) or order, in lawful money of the United States of America, the sum of Twenty Million and 00/100 Dollars ($20,000,000.00) or such lesser sum as is indicated on Bank records, plus interest as provided below.

NOT A NOVATION. This agreement is a modification only and not a novation. Except for the above-quoted modification(s), the Credit Agreement, any loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, instruments or documents executed in connection with the Credit Agreement, and all the terms and conditions thereof, shall be and remain in full force and effect with the changes herein deemed to be incorporated therein. This agreement is to be considered attached to the Credit Agreement and made a part thereof. This agreement shall not release or affect the liability of any guarantor of any promissory note or credit facility executed in reference to the Credit Agreement or release any owner of collateral granted as security for the Credit Agreement. The validity, priority and enforceability of the Credit Agreement shall not be impaired hereby. To the extent that any provision of this agreement conflicts with any term or condition set forth in the Credit Agreement, or any document executed in conjunction therewith, the provisions of this agreement shall supersede and control. The Borrower and the Bank, respectfully, each Bank expressly reserves all rights against all parties to the Credit Agreement. Borrower: Flexsteel Industries, Inc. By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx, Chief Financial Officer Printed Name Title Date Signed: August 23, 2005 Bank: JPMorgan Chase Bank, N.A. By: /s/ Xxxx X. XxxxxxxxXxxxxxx Xxxx X. Xxxxxxx, First Vice President Printed Name Title Date Signed: 4/30/08 BORROWERAugust 25, 2005 Line of Credit Note $20,000,000.00 Due: Badger Meter Employee Savings and Stock Ownership Plan and Trust ByJune 29, 2006 Date: /s/ Xxxxxxx X. XxxxxxJune 10, Vice President2005 Promise to Pay. On or before June 29, Xxxxxxxx & Ilsley Trust Company N.A.2006, Trustee Date Signed: 4/28/08 By: /s/ Xxxx X. Xxxxxxfor value received, Vice President, Xxxxxxxx & Ilsley Trust Company N.A., Trustee Date Signed: 4/28/08 The undersigned, Badger Meter, Inc., is signing below to acknowledge, ratify, and reaffirm the representation, warranties and convenants set forth in Sections 3, 5, and 7 of the Loan Agreement dated June 20, 2003. Badger MeterFlexsteel Industries, Inc. By: /s/ Xxxxxx X. Xxx, Xx. Vice President — Administration Date Signed: 4/28/08 Note Modification Agreement This agreement is dated as of April 28, 2008 (the “Agreement Date”), to be effective as of April 28, 2008 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and XX Xxxxxx Xxxxx promises to pay to JPMorgan Chase Bank, NA, N.A. as successor by merger to Bank One, NA with its main office in Chicagowhose address is 0 Xxxx Xxxx Xxxxxx, IL Xxxxxxxxxxxx, XX 00000 (the “Bank”)) or order, in lawful money of the United States of America, the sum of Twenty Million and 00/100 Dollars ($20,000,000.00) or such lesser sum as is indicated on Bank records, plus interest as provided below.