Exhibit 4
FIRST AMENDMENT
THIS FIRST AMENDMENT TO NOTE
PURCHASE AGREEMENT (the “Amendment”) is dated as of the
19th day of July, 2005 with the amended provisions to be effective
as of the 25th day of July, 2005 by and among Pentair, Inc., a
Minnesota corporation (the “Company”) and the
undersigned Holders.
WHEREAS, the Company, the
undersigned Holders and other Holders are parties to those certain
separate and several Note Purchase Agreements each dated as of July
25, 2003 (collectively, the “Agreements”) pursuant to
which the Company issued an aggregate of $200,000,000 of
Notes;
WHEREAS, Section 17 of the
Agreements provides in part that the Agreements and the Notes may
be amended and the observance of any term thereof or of the Notes
may be waived (either retroactively or prospectively) with the
written consent of the Company and the Required Holders, except
that no amendment or waiver of any of the provisions in Section 1
or any defined term as used therein will be effective as to a
Holder unless consented to by it in writing and no such amendment
or waiver may without the written consent of the holder of each
Note at the time outstanding affected thereby change the time of
any prepayment or payment of principal of, or reduce the rate of
interest on, the Notes;
WHEREAS, the undersigned Holders
include all of the holders of the Series B Notes and together
constitute Required Holders; and
WHEREAS, the parties hereto desire
to amend the Agreements in certain respects as more fully set forth
below.
NOW, THEREFORE, the parties hereto
agree as follows:
1. Effect of Amendment .
Except as amended hereby, the Agreements shall remain in full force
and effect.
2. Defined Terms . Except as
provided herein, all capitalized terms used herein but not defined
herein shall have the meanings given to them in the
Agreements.
3. Amendment to Adjusted Libor
Rate Definition . Schedule B to the Agreements shall be amended
to revise the definition of “Adjusted LIBOR Rate” to
read as follows:
“Adjusted LIBOR
Rate” shall mean,
for any Interest Period, LIBOR plus 60 basis
points.
4. Amendment to Section 8.2 .
Paragraph (b) of Section 8.2 of the Agreements shall be amended and
restated in its entirety to read as follows:
“(b) The Company may, at its
option, upon notice as provided below, prepay on any Interest
Payment Date on or after, but not prior to, July 25, 2006, all, or
any part of the Series B Notes, in an amount not less than 10% of
the aggregate principal amount of the Series B Notes then
outstanding in the case of a partial prepayment, at 100% of the
principal amount so prepaid, together with interest accrued thereon
to the date of such prepayment. The Company will give each holder
of Series B Notes written notice of each optional prepayment under
this Section 8.2(b) not less than 30 days and not more than 60 days
prior to the Interest Payment Date fixed for such prepayment. Each
such notice shall specify such date, the aggregate principal amount
of the Series B Notes to be prepaid (determined in accordance with
Section 8.3), and the interest to be paid on the prepayment date
with respect to such principal amount being
prepaid.”
5. Representations and
Warranties . The Company represents and warrants to the holders
of the Notes that (a) this Amendment is within the corporate powers
of the Company and has been duly authorized by all necessary
corporate action on the part of the Company; (b) this Amendment
constitutes a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law);
(c) there is no Default or Event of Default that has occurred and
is continuing under the Agreements; (d) the execution, delivery and
performance of this Amendment by the Company will not result in a
violation of or default under (i) its articles of incorporation,
by-laws or any other organizational documents, (ii) any Material
agreement to which it is a party or by which it is bound or to
which any of its properties is subject, (iii) any Material order,
writ, injunction or decree binding on it, or (iv) any Material
statute, regulation, rule or other law applicable to it; (e) no
authorization, consent, approval, exemption or action by or notice
to or filing with any court or administrative or governmental body
is required in connection with the execution and delivery of this
Amendment or the consummation of the transactions contemplated
hereby; (f) other than as contemplated by this Amendment, the
Company has not paid or agreed to pay any fees or other
consideration, or given any additional security or collateral, or
shortened the maturity or average life of any indebtedness or
permanently reduced any borrowing capacity, in each case, in
connection with the obtaining of any consents or approvals of any
Person in connection with the transactions contemplated hereby; (g)
all holders of the Series B Notes and the Required Holders are
signatory to this Amendment; and (h) other than this Amendment and
that certain Waiver and Consent dated as of June 15, 2005 entered
into between the Company and the undersigned Holders, there are no
other amendments, modifications, supplements or waivers to the
Agreements.
6. Co
