Itron Inc. Watch

from 8-K 229 pages Amendment No. 7 Dated as of October 13, 2023 (This “Amendment”), to the Second Amended and Restated Credit Agreement Dated as of January 5, 2018 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”; Capitalized Terms Used and Not Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement), Among Itron, Inc., a Washington Corporation (The “Company”), the Foreign Borrowers and Guarantors Party Thereto, the Lenders and Issuing Lenders Party Thereto and Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent (In Such Capacity, the “Administrative Agent”). Whereas, the Company Has Requested, Among Other Things, the Extension of the Maturity Date to October 18, 2026 (The “Maturity Date Extension”); And

from 8-K 20 pages Amendment No. 6 Dated as of February 21, 2023 (This “Amendment”), to the Second Amended and Restated Credit Agreement Dated as of January 5, 2018 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”; Capitalized Terms Used and Not Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement), Among Itron, Inc., a Washington Corporation (The “Company”), the Foreign Borrowers and Guarantors Party Thereto, the Lenders and Issuing Lenders Party Thereto and Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent (In Such Capacity, the “Administrative Agent”). Whereas, Pursuant to the Credit Agreement, the Lenders and the Issuing Lenders Have Agreed to Extend Credit to the Borrower on the Terms and Subject to the Conditions Set Forth Therein; and Whereas, the Company Has Requested That Certain Provisions of the Credit Agreement Be Amended as Set Forth Herein; and Whereas, the Undersigned Lenders Are Willing to Amend Such Provisions of the Credit Agreement, in Each Case on the Terms and Subject to the Conditions Set Forth Herein. Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1. Rules of Interpretation. the Rules of Interpretation Set Forth in Section 1.2 of the Credit Agreement Are Hereby Incorporated by Reference Herein, Mutatis Mutandis. Section 2. Amendments to the Credit Agreement. (A) Section 1.1 of the Credit Agreement Is Hereby Amended by Restating Clause (B)(v) of the Definition of “Consolidated EBITDA” to Read in Its Entirety as Follows

from 10-K 21 pages Amendment No. 4 Dated as of February 25, 2022 (This “Amendment”), to the Second Amended and Restated Credit Agreement Dated as of January 5, 2018 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”; Capitalized Terms Used and Not Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement), Among Itron, Inc., a Washington Corporation (The “Company”), the Foreign Borrowers and Guarantors Party Thereto, the Lenders and Issuing Lenders Party Thereto and Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent (In Such Capacity, the “Administrative Agent”). Whereas, Pursuant to the Credit Agreement, the Lenders and the Issuing Lenders Have Agreed to Extend Credit to the Borrower on the Terms and Subject to the Conditions Set Forth Therein; and Whereas, the Company Has Requested That Certain Provisions of the Credit Agreement Be Amended as Set Forth Herein; and Whereas, the Undersigned Lenders Are Willing to Amend Such Provisions of the Credit Agreement, in Each Case on the Terms and Subject to the Conditions Set Forth Herein. Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1. Rules of Interpretation. the Rules of Interpretation Set Forth in Section 1.2 of the Credit Agreement Are Hereby Incorporated by Reference Herein, Mutatis Mutandis. Section 2. Amendments to the Credit Agreement. (A) Section 1.1 of the Credit Agreement Is Hereby Amended by Restating Clause (B)(v) of the Definition of “Consolidated EBITDA” to Read in Its Entirety as Follows

from 8-K 15 pages Amendment No. 3 Dated as of March 8, 2021 (This “Amendment”), to the Second Amended and Restated Credit Agreement Dated as of January 5, 2018 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”; Capitalized Terms Used and Not Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement), Among Itron, Inc., a Washington Corporation (The “Company”), the Foreign Borrowers and Guarantors Party Thereto, the Lenders and Issuing Lenders Party Thereto and Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent (In Such Capacity, the “Administrative Agent”). Whereas, Pursuant to the Credit Agreement, the Lenders and the Issuing Lenders Have Agreed to Extend Credit to the Borrower on the Terms and Subject to the Conditions Set Forth Therein; and Whereas, the Company Has Requested That Certain Provisions of the Credit Agreement Be Amended as Set Forth Herein; and Whereas, the Undersigned Lenders Are Willing to Amend Such Provisions of the Credit Agreement, in Each Case on the Terms and Subject to the Conditions Set Forth Herein. Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1. Rules of Interpretation. the Rules of Interpretation Set Forth in Section 1.2 of the Credit Agreement Are Hereby Incorporated by Reference Herein, Mutatis Mutandis. Section 2. Amendments to the Credit Agreement

from 10-Q 25 pages Section 2. Amendments to the Credit Agreement

from 8-K 38 pages Amendment No. 1 Dated as of October 18, 2019 (This “Amendment”), to the Second Amended and Restated Credit Agreement Dated as of January 5, 2018 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”; Capitalized Terms Used and Not Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement), Among Itron, Inc., a Washington Corporation (The “Company”), the Foreign Borrowers and Guarantors Party Thereto, the Lenders and Issuing Lenders Party Thereto and Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent (In Such Capacity, the “Administrative Agent”). Whereas, the Company Has Requested, Among Other Things, the Extension of the Maturity Date to the Date That Is Five Years From the Amendment Effective Date (As Defined Below) (The “Maturity Date Extension”); And

from 8-K 189 pages $1,150,000,000 Second Amended and Restated Credit Agreement Among Itron, Inc., as the Company, the Foreign Borrowers From Time to Time Party Hereto, Certain Subsidiaries of the Company From Time to Time Party Hereto, as Guarantors, the Lenders Party Hereto, Wells Fargo Bank, National Association, as Administrative Agent, U.S. Swingline Lender, U.S. Issuing Lender and Multicurrency Issuing Lender, Jpmorgan Chase Bank, N.A., as Multicurrency Swingline Lender, U.S. Issuing Lender and Multicurrency Issuing Lender, J.P. Morgan Europe Limited, as Multicurrency Issuing Lender, J.P. Morgan Securities PLC, as Multicurrency Swingline Lender, Bnp Paribas, as Multicurrency Issuing Lender, and Silicon Valley Bank, as U.S. Issuing Lender and Multicurrency Issuing Lender, Dated as of January 5, 2018 Wells Fargo Securities, LLC and Jpmorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, Jpmorgan Chase Bank, N.A., as Syndication Agent, and Bank of the West, Bnp Paribas, Ing Bank N.V., Dublin Branch and U.S. Bank National Association, as Co-Documentation Agents

from 8-K 177 pages $725,000,000 Amended and Restated Credit Agreement Among Itron, Inc., as the Company, the Foreign Borrowers From Time to Time Party Hereto, Certain Subsidiaries of the Company From Time to Time Party Hereto, as Guarantors, the Lenders Party Hereto, Wells Fargo Bank, National Association, as Administrative Agent, U.S. Swingline Lender, U.S. Issuing Lender and Multicurrency Issuing Lender and Jpmorgan Chase Bank, N.A., as Multicurrency Swingline Lender , U.S. Issuing Lender and Multicurrency Issuing Lender and J.P. Morgan Europe Limited, as Multicurrency Swingline Lender and Multicurrency Issuing Lender, Dated as of June 23, 2015 Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners and Bnp Paribas and U.S. Bank National Association, as Co-Documentation Agents

from 8-K 169 pages $800,000,000 Credit Agreement Among Itron, Inc., as the Company, the Foreign Borrowers From Time to Time Party Hereto, Certain Subsidiaries of the Company From Time to Time Party Hereto, as Guarantors, the Lenders Party Hereto, Wells Fargo Bank, National Association, as Administrative Agent, U.S. Swingline Lender, U.S. Issuing Lender and Multicurrency Issuing Lender and Jpmorgan Chase Bank, N.A., as Multicurrency Swingline Lender , U.S. Issuing Lender and Multicurrency Issuing Lender and J.P. Morgan Europe Limited, as Multicurrency Swingline Lender and Multicurrency Issuing Lender, Dated as of August 5, 2011 Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners and Bnp Paribas, Hsbc Bank USA, National Association, Union Bank, N.A. and Citibank, N.A., as Documentation Agents

from 10-K 8 pages Amendment No. 2 and Waiver Among Itron, Inc., as Borrower, the Subsidiary Guarantors, and the Lenders Party Hereto, Dated as of February 12, 2010 Amendment No. 2 and Waiver Dated as of February 12, 2010

from 8-K 16 pages Amendment No. 1 Among Itron, Inc., as Borrower, the Subsidiary Guarantors, the Lenders and Issuing Banks Party Hereto, and Wells Fargo Bank, National Association, as Administrative Agent Dated as of April 24, 2009 Wells Fargo Bank, National Association and Goldman Sachs Lending Partners LLC, as Joint Lead Arrangers and as Joint Book Managers Amendment No. 1 Dated as of April 24, 2009

from 8-K 10 pages $115,000,000 Multicurrency Revolving Credit Facility $605,100,000 Dollar Term Loan Facility €335,000,000 Euro Term Loan Facility £50,000,000 Gbp Term Loan Facility Credit Agreement Dated as of April 18, 2007, Among Itron, Inc., as Borrower, and the Subsidiary Guarantors Party Hereto, as Subsidiary Guarantors, the Lenders Party Hereto and Ubs Securities LLC, as Arranger, Bookrunner and Syndication Agent, and Wells Fargo Bank, National Association, as an Issuing Bank and as Swingline Lender, Administrative Agent and Collateral Agent, and Mizuho Corporate Bank, Ltd., as an Issuing Bank and as Documentation Agent

from 8-K 7 pages Eighth Amendment Dated as of July 31, 2006

from 8-K 7 pages Third Amendment to Credit Agreement Dated as of June 30, 2004

from 8-K 8 pages Second Amendment to Credit Agreement Dated as of May 14, 2004

from 8-K 7 pages First Amendment to Credit Agreement Dated as of March 15, 2004

from 8-K 106 pages $240,000,000 Credit Agreement Among Itron, Inc., as Borrower, the Several Lenders From Time to Time Parties Hereto, Bear Stearns Corporate Lending Inc., as Syndication Agent, and Wells Fargo Bank, National Association, as Administrative Agent Dated as of December 17, 2003 Bear, Stearns & Co. Inc., as Sole Lead Arranger and Sole Bookrunner

from 10-K 106 pages $240,000,000 Credit Agreement Among Itron, Inc., as Borrower, the Several Lenders From Time to Time Parties Hereto, Bear Stearns Corporate Lending Inc., as Syndication Agent, and Wells Fargo Bank, National Association, as Administrative Agent Dated as of December 17, 2003 Bear, Stearns & Co. Inc., as Sole Lead Arranger and Sole Bookrunner

from 10-Q 16 pages Itron, Inc. Second Amendment to Credit Agreement

from 10-Q 19 pages Itron, Inc. First Amendment to Credit Agreement