EXHIBIT 10.24
FIFTH AMENDMENT
Dated as of April 19, 2005
This FIFTH
AMENDMENT (this "Amendment") is entered into among ITRON, INC.,
a Washington corporation (the "Borrower"),
the Tranche C Term Lenders party
hereto, BEAR, STEARNS & CO. INC., as
sole lead arranger and sole bookrunner (in
such capacity the "Lead Arranger"), BEAR
STEARNS CORPORATE LENDING INC., as
syndication agent (in such capacity the
"Syndication Agent") and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as
administrative agent (in such capacity the
"Administrative Agent").
PRELIMINARY STATEMENTS
1. Reference is
made to the Credit Agreement dated as of December 17, 2003
among the Borrower, the Lenders party
thereto, the Lead Arranger, the
Syndication Agent and the Administrative
Agent (as amended by the First
Amendment dated as of March 15, 2004, the
Second Amendment dated as of May 14,
2004, the Third Amendment dated as of June
30, 2004 and, if it becomes effective
in accordance with its terms, the Fourth
Amendment dated as of April 19, 2005,
the "Credit Agreement"). Capitalized terms
used but not otherwise defined herein
are used with the meanings given in the
Credit Agreement. Capitalized terms
defined in Section 1 are used herein as so
defined.
2. The Borrower
has requested that the Credit Agreement be amended as
herein set forth.
3. The parties
hereto are willing to enter into such amendment, on the
terms and conditions stated below.
NOW, THEREFORE,
in consideration of the premises and for other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereto hereby
agree as follows:
SECTION 1.
Amendment to Credit Agreement.
(a) Section 1.1
of the Credit Agreement is amended to add the following new
definitions in the appropriate alphabetical
order:
(i) "Additional Tranche C Term Loans": term loans funded on the
Fifth
Amendment
Effective Date as set forth in Section 2(b) of the Fifth
Amendment.
(ii) "Additional Tranche C Term Lender": each Person that agrees,
in a
Tranche C
Addendum, to fund an Additional Tranche C Term Loan on the
Fifth
Amendment
Effective Date.
(iii) "Conversion Notice": A Conversion Notice substantially in
the
form of Annex 1
to the Fifth Amendment.
(iv) "Fifth Amendment": the Fifth Amendment to this Agreement,
dated
as of April 19,
2005.
<PAGE>
(v) "Fifth Amendment Effective Date": the date on which the
Fifth
Amendment became
effective as set forth in Section 2 thereof.
(vi) "Tranche C Addendum": an instrument satisfactory to and
accepted
by the Lead
Arranger and Administrative Agent, by which an Additional
Tranche C Term
Lender approved by them becomes a party to this Agreement as
Lender on the
Fifth Amendment Effective Date.
(vii) "Tranche C Term Lender": each Lender that holds a Tranche C
Term
Loan.
(viii) "Tranche C Term Loan": the collective reference to all
Tranche
B Term Loans
converted to Tranche C Term Loans pursuant to a Conversion
Notice and all
Additional Tranche C Term Loans.
(ix) "Tranche C Term Percentage": as to any Tranche C Term Lender
at
any time, the
percentage which the aggregate principal amount of such
Lender's Tranche
C Term Loans then outstanding constitutes of the aggregate
principal amount
of the Tranche C Term Loans then outstanding.
(b) The
definition of "Applicable Margin" contained in Section 1.1 of
the
Credit Agreement is amended by inserting
the following row at the bottom of the
table set forth therein:
---------------------------------- ---------------
--------------
Tranche C Term Loans
1.75%
0.75%
---------------------------------- ---------------
--------------
(c) The
definition of "Facility" contained in Section 1.1 of the Credit
Agreement is amended (i) to re-letter
clause (b) as clause (c) and (ii) to
insert the following new clause (b):
(b) the Tranche C Term Loans (the "Tranche C Term Loan
Facility")
(d) The
definition of "Interest Period" contained in Section 1.1 of the
Credit Agreement is amended to change
"Tranche B Term Loans" to "Tranche C Term
Loans".
(e) The
definition of "Term Lenders" contained in Section 1.1 of the
Credit
Agreement is amended to change "Tranche B
Term Lenders" to "Tranche C Term
Lenders".
(f) The
definition of "Term Loans" contained in Section 1.1 of the
Credit
Agreement is amended to change "Tranche B
Term Loans" to "Tranche C Term Loans".
(g) Section 2.1
of the Credit Agreement is amended by inserting the
following sentence at the end thereof:
On the Fifth Amendment Effective Date, all Tranche B Term Loans
subject to Conversion Notices delivered by Tranche B Term
Lenders
shall be converted to Tranche C Term Loans and shall constitute,
with
all Additional Tranche C Term Loans, outstanding Tranche C Term
Loans.
The Tranche C Term Loans shall initially be Eurodollar Loans having
a
one-month Interest Period commencing on the Fifth Amendment
Effective
Date.
2
<PAGE>
(h) Section 2.3
of the Credit Agreement is amended to insert the following
at the end thereof:
The Tranche C Term Loan of each Tranche C Term Lender
shall mature in 23 consecutive quarterly
installments, commencing on June 30, 2005, each of
which shall be in an amount equal to such Lender's
Tranche C Term Percentage multiplied by the amount
set forth below opposite such installment:
Installment
Principal Amount
-----------
----------------
----------------------------------------
-------------------------
June 30, 2005
$324,031.25
----------------------------------------
-------------------------
September 30, 2005
$324,031.25
----------------------------------------
-------------------------
December 31, 2005
$324,031.25
----------------------------------------
-------------------------
March 31, 2006
$324,031.25
----------------------------------------
-------------------------
June 30, 2006
$324,031.25
----------------------------------------
-------------------------
September 30, 2006
$324,031.25
----------------------------------------
-------------------------
December 31, 2006
$324,031.25
----------------------------------------
-------------------------
March 31, 2007
$324,031.25
--------------
