Exhibit 4.12
TERM NOTE
$14,800,000.00
Spokane, Washington
December 30, 2005
FOR VALUE
RECEIVED, the undersigned ITRON, INC. ("Borrower") promises to
pay to the order of WELLS FARGO BANK,
NATIONAL ASSOCIATION ("Bank") at its
INLAND NORTHWEST REGIONAL COMMERCIAL
BANKING OFFICE, 601 West 1st Avenue,
Spokane, Washington, 99201, or at such
other place as the holder hereof may
designate, in lawful money of the United
States of America and in immediately
available funds, the principal sum of
Fourteen Million Eight Hundred Thousand
Dollars ($14,800,000.00), with interest
thereon as set forth herein.
DEFINITIONS:
As used herein,
the following terms shall have the meanings set forth after
each, and any other term defined in this
Note shall have the meaning set forth
at the place defined:
(a) "Business Day" means any day
except a Saturday, Sunday or any other
day on which commercial banks in Washington
are authorized or required by law to
close.
(b) "Fixed Rate Term" means a period
commencing on a Business Day and
continuing for one (1), two (2) or three
(3) months, as designated by Borrower,
during which all or a portion of the
outstanding principal balance of this Note
bears interest determined in relation to
LIBOR; provided, however, that no Fixed
Rate Term may be selected for a principal
amount less than One Hundred Thousand
Dollars ($100,000.00); and provided
further, that no Fixed Rate Term shall
extend beyond the scheduled maturity date
hereof. If any Fixed Rate Term would
end on a day which is not a Business Day,
then such Fixed Rate Term shall be
extended to the next succeeding Business
Day.
(c) "LIBOR" means the rate per annum
(rounded upward, if necessary, to the
nearest whole 1/100th of 1%) and determined
pursuant to the following formula:
LIBOR =
Base LIBOR
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100% - LIBOR Reserve Percentage
(i) "Base LIBOR" means the rate per
annum for United States dollar
deposits quoted by Bank as the Inter-Bank
Market Offered Rate, with the
understanding that such rate is quoted by
Bank for the purpose of calculating
effective rates of interest for loans
making reference thereto, on the first day
of a Fixed Rate Term for delivery of funds
on said date for a period of time
approximately equal to the number of days
in such Fixed Rate Term and in an
amount approximately equal to the principal
amount to which such Fixed Rate Term
applies. Borrower understands and agrees
that Bank may base its quotation of the
Inter-Bank Market Offered Rate upon such
offers or other market indicators of
the Inter-Bank Market as Bank in its
discretion deems appropriate including, but
not limited to, the rate offered for U.S.
dollar deposits on the London
Inter-Bank Market.
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<PAGE>
(ii) "LIBOR
Reserve Percentage" means the re serve percentage prescribed by
the Board of Governors of the Federal
Reserve System (or any successor) for
"Eurocurrency Liabilities" (as defined in
Regulation D of the Federal Reserve
Board, as amended), adjusted by Bank for
expected changes in such reserve
percentage during the applicable Fixed Rate
Term.
(d) "Prime Rate" means at any time the
rate of interest most recently
announced within Bank at its principal
office as its Prime Rate, with the
understanding that the Prime Rate is one of
Bank's base rates and serves as the
basis upon which effective rates of
interest are calculated for those loans
making reference thereto, and is evidenced
by the recording thereof after its
announcement in such internal publication
or publications as Bank may designate.
INTEREST:
(a) Interest. The outstanding
principal balance of this Note shall bear
interest (computed on the basis of a
360-day year, actual days elapsed) either
(i) at a fluctuating rate per annum equal
to the Prime Rate in effect from time
to time, or (ii) at a fixed rate per annum
determined by Bank to be one and
three tenths percent (1.30%) above LIBOR in
effect on the first day of the
applicable Fixed Rate Term. When interest
is determined in relation to the Prime
Rate, each change in the rate of interest
hereunder shall become effective on
the date each Prime Rate change is
announced within Bank. With respect to each
LIBOR selection hereunder, Bank is hereby
authorized to note the date, principal
amount, interest rate and Fixed Rate Term
applicable thereto and any payments
made thereon on Bank's books and records
(either manually or by electronic
entry) and/or on any schedule attached to
this Note, which notations shall be
prima facie evidence of the accuracy of the
information noted.
(b) Selection of Interest Rate
Options. At any time any portion of this
Note bears interest determined in relation
to LIBOR, it may be continued by
Borrower at the end the Fixed Rate Term
applicable thereto so that all or a
portion thereof bears interest determined
in relation to the Prime Rate or to
LIBOR for a new Fixed Rate Term designated
by Borrower. At any time any portion
of this Note bears interest determined in
relation to the Prime Rate, Borrower
may convert all or a portion thereof so
that it bears interest determined in
relation to LIBOR for a Fixed Rate Term
designated by Borrower. At the time this
Note is disbursed or Borrower wishes to
select a LIBOR option for all or a
portion of the outstanding principal
balance hereof, and at the end of each
Fixed Rate Term, Borrower shall give Bank
notice specifying: (i) the interest
rate option selected by Borrower; (ii) the
principal amount subject thereto; and
(iii) for each LIBOR selection, the length
of the applicable Fixed Rate Term.
Any such notice may be given by telephone
(or such other electronic method as
Bank may permit) so long as, with respect
to each LIBOR selection, (A) if
requested by Bank, Borrower provides to
Bank writ
