EXHIBIT 10.23
FOURTH AMENDMENT
Dated as of April 19, 2005
This FOURTH
AMENDMENT (this "Amendment") is entered into among ITRON, INC.,
a Washington corporation (the "Borrower"),
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 acting upon consent by
the Required Lenders (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 and the Third Amendment dated as of
June 30, 2004, the "Credit Agreement").
Capitalized terms used but not otherwise
defined herein are used with the
meanings given in the Credit Agreement.
2. The Borrower
has requested that the Credit Agreement be amended as
herein set forth.
3. The
Administrative Agent, acting upon consent by the Required
Lenders,
and the Lead Arranger and Syndication Agent
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) "Fourth Amendment": the Fourth Amendment to this Agreement,
dated
as of April 19,
2005.
(ii) "Fourth Amendment Effective Date": the date on which the
Fourth
Amendment became
effective as set forth in Section 2 thereof.
(iii) "Incremental Amount": at any time, the excess, if any, of
(a)
$20,000,000 over
(b) the aggregate amount of all Incremental Commitments
established
prior to such time pursuant to Section 3.15.
(iv) "Incremental Commitment": a new or additional Revolving
Commitment
permitted by Section 3.15.
(v) "Incremental Commitment Agreement": an agreement delivered by
an
Incremental
Lender, in form and substance reasonably satisfactory to the
Lead Arranger
and Administrative Agent and accepted by them and the Loan
Parties, by
which an Incremental Lender approved by the Lead Arranger and
Administrative
Agent confirms its Incremental Commitment.
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(vi) "Incremental Lender": a Lender, Approved Fund or other
Person
that delivers an
Incremental Commitment.
(b) The
definition of "L/C Commitment" contained in Section 1.1 of the
Credit Agreement is amended so it reads as
follows:
"L/C Commitment": $55,000,000 increasing to not more than
$65,000,000
on a dollar for
dollar basis with each Incremental Commitment as it becomes
effective.
(c) The Credit
Agreement is amended by inserting the following new Section
3.15:
3.15 Increase in
Revolving Commitments.
(a) With the consent of the Lead
Arranger and the Administrative Agent,
the Borrower from time to time may request Incremental Commitments
in
an amount not to exceed the Incremental Amount from Lenders or
other
Persons approved by the Lead Arranger and Administrative Agent
willing
to provide such Incremental Commitments. No Agent or Lender shall
be
obligated to deliver or fund any Incremental Commitment.
Incremental
Commitments shall be in minimum increments of $1,000,000 and a
minimum
amount of $5,000,000 (or, if less, the remaining Incremental
Amount).
(b) No Incremental Commitment shall be
effective unless (i) the Borrower
delivers to the Administrative Agent an Incremental Commitment
Agreement executed and delivered by the Loan Parties and
proposed
Incremental Lender and such other documentation relating thereto
as
the Lead Arranger or Administrative Agent may reasonably request
and
(ii) such Incremental Commitment Agreement is acceptable to,
and
accepted by, the Lead Arranger and the Administrative Agent.
Each
Incremental Commitment Agreement shall constitute a Loan Document
and,
to the extent set forth therein, an amendment of this Agreement,
and
such amendment shall be effective when and as set forth therein
and
need not be executed, delivered or consented to by any other Agent
or
Lender.
(c) The Administrative Agent shall
promptly notify each Lender whenever
any Incremental Commitment becomes effective.
(d) No Incremental Commitment
Agreement shall become effective unless the
Administrative Agent has received (i) a certificate executed by
a
Responsible Officer of the Borrower to the effect that the
conditions
set forth in Sections 6.2(a) and 6.2(b) are satisfied on the date
the
Incr
