EXHIBIT 4 LOAN AGREEMENT BETWEEN BANK ONE, NA AND THE BADGER METER EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN AND TRUST Bank One, NA, with its main office in Chicago, Illinois (the "Bank") and the Badger Meter Employee Savings and Stock Ownership Plan...Loan Agreement • August 1st, 2003 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
andRights Agreement • May 26th, 1998 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
RECITALSLoan Agreement • March 26th, 1999 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
Cumulative Percentage Elapsed Number of of Shares Years After Date Subject to Option of This Agreement Which May Be Purchased ------------------ ----------------------Nonqualified Stock Option Agreement • August 11th, 2003 • Badger Meter Inc • Totalizing fluid meters & counting devices
Loan Agreement Between Firstar Bank Milwaukee, N.A. and The Badger Meter Employee Savings and Stock Ownership Plan and TrustLoan Agreement • March 27th, 1996 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
WITNESSETH:Retirement Agreement • March 12th, 2002 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
1. Definitions. The following terms are used in this Agreement as defined in Exhibit A: Act Covered Termination Accrued Benefits Effective Date Affiliate and Associate Employer Annual Cash Compensation Good Reason Cause Normal Retirement Change in...Employment and Severance Agreement • November 12th, 1999 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
BADGER METER, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights Agent RIGHTS AGREEMENT Dated as of February 15, 2008Rights Agreement • June 16th, 2008 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
THIS AGREEMENT, dated as of February 15, 2008 (this “Agreement”), is entered into by and between BADGER METER, INC., a Wisconsin corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Rights Agent”).
EXHIBIT 9.1 BADGER METER, INC. 2005 RESTRICTED STOCK PLAN RESTRICTED STOCK AWARD AGREEMENT AWARD AGREEMENT =============================================== ================================= You have been selected to be a Participant in the Badger...Badger Meter Inc • May 5th, 2005 • Totalizing fluid meters & counting devices • Wisconsin
KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTKey Executive Employment and Severance Agreement • February 24th, 2021 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
THIS KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of ______, 20__, by and between Badger Meter, Inc., a Wisconsin corporation (hereinafter referred to as the “Company”), and _____________________ (hereinafter referred to as the “Executive”).
PROMISSORY NOTE (CONTINUED)Loan Agreement • August 8th, 2005 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
LOAN AGREEMENT DATED MAY 20, 2005 BETWEEN BADGER METER, INC. AND THE M&I MARSHALL & ILSLEY BANK RELATING TO BADGER METER, INC.'S BUSINESS NOTE.
Loan Agreement dated October 30, 2010 between Badger Meter, Inc. and the M&I Marshall & Ilsley Bank relating to Badger Meter’s euro note. BADGER METER, INC. EURO NOTELoan Agreement • October 26th, 2010 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
AGREEMENT OF SUBSTITUTION AND AMENDMENT OF COMMON SHARES RIGHTS AGREEMENT This Agreement of Substitution and Amendment is entered into as of August 16, 2002, by and between Badger Meter, Inc., a Wisconsin corporation (the "Company") and American Stock...Agreement of Substitution • December 20th, 2002 • Badger Meter Inc • Totalizing fluid meters & counting devices
Form of Award AgreementBadger Meter Inc • April 30th, 2021 • Totalizing fluid meters & counting devices • Wisconsin
You have been selected to be a 20__ Participant in the Badger Meter, Inc. 2021 Omnibus Incentive Plan (the “Plan”), as specified below. THIS AWARD AGREEMENT, EFFECTIVE UPON THE BELOW-MENTIONED DATE OF GRANT, IS BEING EXECUTED SUBJECT AND PURSUANT TO THE TERMS OF THE PLAN AND, IF THERE IS ANY INCONSISTENCY OR CONFLICT, THE PLAN SHALL CONTROL. Capitalized terms used in this Award Agreement that are not defined herein are defined in the Plan.
Loan Agreement dated October 30, 2011 between Badger Meter, Inc. and BMO Harris Bank N.A. relating to Badger Meter, Inc.’s revolving credit loan.Loan Agreement • October 26th, 2011 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.
ACQUISITION AGREEMENT BY AND AMONG RACINE FEDERATED INC., THE SHAREHOLDERS’ REPRESENTATIVE (AS DEFINED HEREIN), BADGER METER, INC. AND RFI ACQUISITION CORP. DATED AS OF DECEMBER 30, 2011Acquisition Agreement • January 3rd, 2012 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
THIS ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of December 30, 2011 by and among RACINE FEDERATED INC., a Wisconsin corporation (the “Company”), RFI ACQUISITION CORP., a Wisconsin corporation (“Merger Sub”), BADGER METER, INC., a Wisconsin corporation (“Buyer”), and John E. Erskine, Jr., solely, for the purposes of acting as the Shareholders’ Representative as described herein.
RETIREMENT AGREEMENTRetirement Agreement • April 30th, 2019 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
Loan Agreement dated May 23, 2012 between Badger Meter, Inc. and BMO Harris Bank NA relating to Badger Meter, Inc.’s credit agreement. CREDIT AGREEMENTCredit Agreement • August 2nd, 2012 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
THIS CREDIT AGREEMENT is made and entered into as of this 23rd day of May, 2012, by and between BADGER METER, INC., a Wisconsin corporation (the “Company”), and BMO HARRIS BANK N.A. (the “Bank”).
Loan Agreement dated October 14, 2009 between Badger Meter, Inc. and the M&I Marshall & Ilsley Bank relating to Badger Meter’s euro note. BADGER METER, INC. EURO NOTELoan Agreement • October 23rd, 2009 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 26th, 2013 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
This First Amendment to Credit Agreement (“Amendment”) is made and entered into as of May 21, 2013, by and between BADGER METER, INC., a Wisconsin corporation (the “Borrower”), and BMO HARRIS BANK N.A. (the “Bank”).
BADGER METER, INC. NOTE MODIFICATION AGREEMENT AND AMENDMENT TO LOAN AGREEMENT DATED JUNE 20, 2003 BETWEEN BANK ONE, N.A. AND BADGER METER EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN AND TRUST, DATED JUNE 17, 2004Note Modification Agreement • March 1st, 2005 • Badger Meter Inc • Totalizing fluid meters & counting devices
This agreement is dated as of June 17, 2004, (the “Agreement Date”), to be effective as of June 17, 2004 (the “Effective Date”), by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust alone, and its successors (the “Borrower”) and Bank One, NA, with its main office in Chicago, IL (the “Bank”).
BADGER METER, INC. CERTIFICATE OF ADJUSTMENTBadger Meter Inc • September 21st, 2016 • Totalizing fluid meters & counting devices
I, Richard E. Johnson, Senior Vice President-Finance, and Chief Financial Officer of Badger Meter, Inc., a Wisconsin corporation (the “Company”), in accordance with Section 12 of the Rights Agreement, dated as of February 15, 2008 (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”), DO HEREBY CERTIFY:
M&I MARSHALL & ILSLEY BANK PROMISSORY NOTEBadger Meter Inc • October 23rd, 2008 • Totalizing fluid meters & counting devices • Wisconsin
References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.
Promissory Note dated April 7, 2008 between Badger Meter, Inc. and the M&I Marshall & Ilsley Bank relating to Badger Meter, Inc.’s promissory note. M&I MARSHALL & ILSLEY BANK PROMISSORY NOTEBadger Meter Inc • April 23rd, 2008 • Totalizing fluid meters & counting devices • Wisconsin
References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.
Note Modification Agreement and Amendment to Loan Agreement dated June 20, 2003 between JPMorgan Chase Bank, N.A. and the Badger Meter Employee Savings and Stock Ownership Plan and Trust, dated April 28, 2008.Note Modification Agreement • March 4th, 2009 • Badger Meter Inc • Totalizing fluid meters & counting devices
This agreement is dated as of April 28, 2008, to be effective as of April 28, 2008 by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA with its main office in Chicago, IL (the “Bank”), and its successors and assigns.
Badger Meter, Inc. 2011 Omnibus Incentive Plan Form of Nonqualified Stock Option Agreement Form of Award AgreementAward Agreement • May 5th, 2011 • Badger Meter Inc • Totalizing fluid meters & counting devices
THIS AGREEMENT dated as of the 6th day of May, 2011, by and between Badger Meter, Inc., a Wisconsin corporation (the “Company”), and (the “Optionee”);
BADGER METER, INC. CERTIFICATEBadger Meter Inc • June 15th, 2006 • Totalizing fluid meters & counting devices
I, William R.A. Bergum, the Corporate Secretary of Badger Meter, Inc., a Wisconsin corporation (the “Company”), in accordance with Section 12 of the Rights Agreement, dated as of May 26, 1998, as amended (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, as successor to U.S. Bank, National Association (f/k/a/ Firstar Bank, N.A., successor to Firstar Trust Company) (the “Rights Agent”), DO HEREBY CERTIFY:
Note Modification Agreement and Amendment to Loan Agreement dated June 20, 2003 between JPMorgan Chase Bank, N.A. and the Badger Meter Employee Savings and Stock Ownership Plan and Trust, dated April 30, 2010.Note Modification Agreement • August 5th, 2010 • Badger Meter Inc • Totalizing fluid meters & counting devices
This agreement is dated as of April 30, 2010, to be effective as of April 30, 2010 by and between Badger Meter Employee Savings and Stock Ownership Plan and Trust (the “Borrower”) and JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA with its main office in Chicago, IL (the “Bank”), and its successors and assigns.
Loan Agreements dated February 16, 2012 between Badger Meter, Inc. and BMO Harris BankBusiness Loan Agreement • March 8th, 2012 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
PROMISE TO PAY. Badger Meter, Inc. (“Borrower”) promises to pay to BMO Harris Bank N.A. (“Lender”), or order, in lawful money of the United States of America, the principal amount of Ninety Million & 00/100 Dollars ($90,000,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.
Loan Agreement dated October 31, 2009 between Badger Meter, Inc. and the M&I Marshall & Ilsley Bank relating to Badger Meter’s revolving credit loan.Loan Agreement • October 23rd, 2009 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.
Note dated November 1, 2007 between Badger Meter, Inc. and the M&I Marshall & Ilsley Bank relating to Badger Meter, Inc.’s euro note. BADGER METER, INC. EURO NOTEBadger Meter Inc • February 28th, 2008 • Totalizing fluid meters & counting devices • Wisconsin
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 24th, 2014 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
This SECOND Amendment to Credit Agreement (“Amendment”) is made and entered into as of May 1, 2014, by and between BADGER METER, INC., a Wisconsin corporation (the “Borrower”), and BMO HARRIS BANK N.A. (the “Bank”).
Exhibit 4.1 NOTE MODIFICATION AGREEMENT AND AMENDMENT TO LOAN AGREEMENT DATED JUNE 20, 2003 BETWEEN JPMORGAN CHASE BANK, N.A. AND THE BADGER METER EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN AND TRUST, DATED APRIL 18, 2005. AMENDMENT TO LOAN AGREEMENT...Note Modification Agreement • August 8th, 2005 • Badger Meter Inc • Totalizing fluid meters & counting devices
Badger Meter, Inc. 2011 Omnibus Incentive Plan Form of Restricted Stock Award Agreement Form of Award AgreementBadger Meter Inc • May 5th, 2011 • Totalizing fluid meters & counting devices
You have been selected to be a 2011 Participant in the Badger Meter, Inc. 2011 Omnibus Incentive Plan (the “Plan”), as specified below. THIS AWARD AGREEMENT, EFFECTIVE UPON THE BELOW-MENTIONED DATE OF GRANT, IS BEING EXECUTED SUBJECT AND PURSUANT TO THE TERMS OF THE PLAN AND, IF THERE IS ANY INCONSISTENCY OR CONFLICT, THE PLAN SHALL CONTROL. Capitalized terms used in this Award Agreement that are not defined herein are defined in the Plan.
FORM OF AMENDMENT TO KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTEmployment and Severance Agreement • February 22nd, 2008 • Badger Meter Inc • Totalizing fluid meters & counting devices • Wisconsin
THIS AMENDMENT TO THE KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT (this “Amendment”) to that certain Key Executive Employment and Severance Agreement by and between Badger Meter, Inc., a Wisconsin corporation (the “Company”), and ___________________ (the “Executive”), dated as of ________ ____, ______ (the “KEESA”), is entered into by and between the Company and the Executive as of February 15, 2008.
