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

WHEREAS, (a) each Lender holding Revolving Commitments and/or Revolving Loans immediately prior to the consummation of the transactions specified in Section 3 hereof (each, an “Existing Lender”, and collectively, the “Existing Lenders”) that executes and delivers a signature page to this Amendment (each, a “Consenting Lender”, and collectively, the “Consenting Lenders”) at or prior to 5:00 p.m., New York City time, on Monday, October 9, 2023 (the “Delivery Time”), will have agreed to the terms of this Amendment upon the effectiveness of this Amendment on the Amendment Effective Date (as defined below), and (b) each Existing Lender that does not execute and deliver a signature page to this Amendment at or prior to the Delivery Time (each, a “Declining Lender”, and collectively, the “Declining Lenders”) will be deemed not to have agreed to this Amendment and will be subject to the mandatory assignment provisions of Sections 2.19(b) of the Credit Agreement upon the effectiveness of this Amendment on the Amendment Effective Date (it being understood that the interests, rights and obligations of the Declining Lenders under the Credit Documents will be assumed by (i) certain Consenting Lenders and (ii) certain financial institutions that are not Existing Lenders and that are party hereto (each, a “New Lender”, and collectively, the “New Lenders”), in each case in accordance with Sections 2.19(b) and 10.6 of the Credit Agreement and Section 3 hereof).

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.   [Reserved].

SECTION 3.  Maturity Date Extension.

(a) Subject to the terms and conditions set forth herein, on the Amendment Effective Date, (i) each New Lender shall become, and each Consenting Lender shall continue to be, a “Revolving Lender” and a “Lender” under the Credit Agreement and (ii) each New Lender shall have, and each Consenting Lender shall continue to have, all the rights and obligations of a “Revolving Lender” and a “Lender” holding a Revolving Commitment or a Revolving Loan under the Credit Agreement and the other Credit Documents.

(b) Pursuant to Sections 2.19(b) and 10.6 of the Credit Agreement, on the Amendment Effective Date, (i) each Declining Lender shall be deemed to have assigned, delegated and transferred its Revolving Commitments and its Revolving Loans, as applicable, including any Participation Interests and (ii) each Consenting Lender that will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is less than the aggregate amount of Revolving Commitments of such Consenting Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I hereto) shall be deemed to have assigned, delegated and transferred the portion of its Revolving Commitments in excess of such allocated amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests of such Consenting Lender), in each case together with all its interests, rights (other than its existing rights to payments pursuant to Section 2.14 or 2.16 of the Credit Agreement) and obligations under the Credit Documents in respect thereof, to Wells Fargo, as assignee, and, in the case of its Revolving Loans and Participation Interests, at a purchase price equal to par (the “Revolving Loan Purchase Price”).  Upon (A) payment to a Declining Lender on the Amendment Effective Date of (x) the Revolving Loan Purchase Price with respect to its Revolving Loans and Participation Interests so assigned, delegated and transferred pursuant to this paragraph (b) (which shall be paid by Wells Fargo) and (y) accrued and unpaid interest and fees and other amounts owing under the Credit Agreement, in each case with respect to the Revolving Commitments and Revolving Loans through but excluding the Amendment Effective Date (which shall be paid by the Company), and (B) the satisfaction of the applicable conditions set forth in Sections 2.19(b) and 10.6 of the Credit Agreement (but without the requirement of any further action on the part of such Declining Lender, the Company or the Administrative Agent), such Declining Lender shall cease to be a party to the Credit Agreement in its capacity as a Revolving Lender and a Lender.

(c) Subject to the terms and conditions set forth herein, on the Amendment Effective Date, (i) to the extent any Consenting Lender will be allocated an aggregate amount of the Revolving Commitments as of the Amendment Effective Date that is more than the aggregate amount of the Revolving Commitments of such Consenting Lender immediately prior to the Amendment Effective Date (as disclosed to such Consenting Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I hereto), each such Consenting Lender agrees to assume from Wells Fargo the portion of such excess amount (together with a proportionate principal amount of the Revolving Loans and Participation Interests (in the case of the Revolving Loans and Participation Interests, at a purchase price equal to par)) and (ii) each New Lender, if any, set forth on Schedule I hereto agrees to assume from Wells Fargo Revolving Commitments in an aggregate amount equal to the amount disclosed to such New Lender by the Administrative Agent prior to the date hereof and reflected on Schedule I hereto (together with a proportionate principal amount of the Revolving Loans and Participation Interests (in the case of the Revolving Loans and Participation Interests, at a purchase price equal to par)).

(d) If, as of the Amendment Effective Date but immediately prior to giving effect to the transactions specified in Sections 3(b) and 3(c) hereof, Revolving Loans having more than one Interest Period are outstanding under the Credit Agreement, then the assignments contemplated by Sections 3(b) and 3(c) hereof shall be effected such that, immediately after giving effect to this Section 3, each Consenting Lender and each New Lender shall hold a pro rata share of Revolving Loans for each such Interest Period.

(f) The transactions described in this Section 3 will be deemed to satisfy the requirements of Sections 2.19(b) and 10.6 of the Credit Agreement in respect of the assignment of the Revolving Commitments, Revolving Loans and Participation Interests so assigned, delegated and transferred pursuant to Sections 3(b) and 3(c) hereof, and this Amendment will be deemed to be an Assignment and Assumption with respect to such assignments.  For the avoidance of doubt, each assignment pursuant to this Section 3 is without recourse to the assignor.

SECTION 4.  Amendments to the Credit Agreement and Security Agreement.

(a)       Effective as of the Amendment Effective Date, but immediately after the consummation of the transactions described in Section 3 hereof, the Credit Agreement will be amended to reflect the changes set forth in Exhibit A hereto (with the text in bold underline reflecting additions to the Credit Agreement and text in strikethrough reflecting deletions to the Credit Agreement) (the Credit Agreement as so amended, the “Amended Credit Agreement”).

(b) Effective as of the Amendment Effective Date, but immediately after the consummation of the transactions described in Section 3 hereof, Section 1.1 of the Security Agreement will be amended to (i) delete the text “or” at the end of clause (d) of the definition “Excluded Accounts”, (ii) replace the period at the end of clause (e) of the definition of “Excluded Accounts” with the text “; or” and (iii) insert the following new clause (f) at the end of the definition of “Excluded Accounts”:

“(f) that are domiciled in a jurisdiction other than the United States of America, any State thereof or the District of Columbia.”

(c) Effective as of the Amendment Effective Date, (i) Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”), as a Declining Lender, shall, automatically and without further action, cease to be a Multicurrency Issuing Lender and a U.S. Issuing Lender under the Credit Agreement and (ii) the Letters of Credit issued by SVB that are outstanding immediately prior to the Amendment Effective Date and that are set forth on Schedule II hereto (the “Existing SVB Letters of Credit”) shall, automatically and without further action, cease to be Letters of Credit under the Credit Agreement.

(d) Effective as of the Amendment Effective Date, Schedule 2.1 to the Credit Agreement is restated in its entirety as set forth in Schedule III hereto.

(e) For the avoidance of doubt, the Suspension of Rights Agreement dated as of November 23, 2021, among the Company, the other Credit Parties party thereto and the Administrative Agent, shall remain in effect after giving effect to this Amendment.

SECTION 5.   Representations and Warranties.  Each of the Credit Parties represents and warrants to the Administrative Agent and to each of the Lenders and Issuing Lenders that:

(a) The execution, delivery and performance by the Credit Parties of this Amendment, and the consummation of the transactions contemplated hereby, (i) are within each of the Credit Party’s company powers, (ii) require no consent or approval of (including any exchange control approval) or action by or in respect of, or registration or filing with, any Governmental Authority, agency or official, except such as have been obtained or made and are in full force and effect, (iii) do not contravene, or constitute a default under, any provision of applicable law, regulation or order of any Governmental Authority or the organizational documents of any Credit Party or of any judgment, injunction, order or decree binding upon any Credit Party, (iv) do not result in the creation or imposition of any Lien on any asset of a Credit Party except Liens in favor of the Administrative Agent and/or the Collateral Agent (for the benefit of the Secured Parties) and (v) will not violate or result in a default under any indenture, loan agreement or other material agreement or instrument binding upon any Credit Party or its assets, or give rise to a right thereunder to require any payment to be made by a Credit Party.

(b) This Amendment has been duly authorized, executed and delivered by it and each of this Amendment and the Credit Agreement, as amended hereby, constitutes its legal, valid and binding obligation, enforceable against such Credit Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c) The representations and warranties made by the Credit Parties in the Credit Agreement and the other Credit Documents shall (i) with respect to representations and warranties that contain a materiality qualification or are qualified by Material Adverse Effect, be true and correct and (ii) with respect to representations and warranties that do not contain a materiality qualification and are not qualified by Material Adverse Effect, be true and correct in all material respects, in each case as of the Amendment Effective Date as if made on and as of such date, except for any representation or warranty made as of an earlier date, which representation and warranty shall (x) with respect to representations and warranties that contain a materiality qualification or are qualified by Material Adverse Effect, be true and correct as of such earlier date and (y) with respect to representations and warranties that do not contain a materiality qualification and are not qualified by Material Adverse Effect, be true and correct in all material respects as of such earlier date.

(d) At the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on and as of the Amendment Effective Date.

(e) As of the Amendment Effective Date, to the best knowledge of each Credit Party, the information included in the Beneficial Ownership Certification provided on or prior to the Amendment Effective Date to the Administrative Agent or any Lender as set forth herein is true and correct in all respects.

SECTION 6.  Effectiveness.  This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Company and each other Credit Party party hereto, (ii) each Consenting Lender, (iii) each New Lender, (iv) each Issuing Lender and (v) Lenders comprising the Required Lenders immediately prior to the Amendment Effective Date, (b) each of the applicable conditions set forth in Sections 2.19(b) and 10.6 of the Credit Agreement shall have been satisfied, (c) each of the representations and warranties set forth in Section 5 hereof shall be true and correct, (d) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Credit Parties, the Credit Documents or the transactions contemplated hereby (including certified resolutions from the board of directors (or similar governing body) of each Credit Party authorizing the execution, delivery and performance of this Amendment), all in form and substance reasonably satisfactory to the Administrative Agent, (e) the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Lenders and the Lenders (including the Consenting Lenders and the New Lenders)) of Perkins Coie LLP, counsel for the Company, dated as of the Amendment Effective Date, (f) the Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date, and signed by a Responsible Officer, confirming compliance with the conditions set forth in Sections 4.2(a) and 4.2(b) of the Credit Agreement, (g) the Administrative Agent and the Lenders (including the Consenting Lenders and the New Lenders) shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, in each case to the extent requested in writing to the Company not later than five Business Days prior to the proposed Amendment Effective Date, including, without limitation, a Beneficial Ownership Certification with respect to each Credit Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, (h) the Administrative Agent shall have received payment of all fees and expenses required to be paid or reimbursed by the Company under or in connection with this Amendment, including those fees and expenses set forth in Section 11 hereof, (i) the Company shall have paid all unpaid interest and any other amounts (including any breakage costs and, for the avoidance of doubt, all accrued and unpaid fees in respect of the Existing SVB Letters of Credit) in respect of the Revolving Loans and Revolving Commitments of the Declining Lenders (to the extent required under Section 3(b) hereof), in each case that have accrued to but excluding the Amendment Effective Date and (j) the Administrative Agent shall have received confirmation from SVB, in its capacity as a Multicurrency Issuing Lender and a U.S. Issuing Lender, to the effect that the Company has delivered (or caused to be delivered) to SVB cash in an amount satisfactory to cash collateralize the Existing SVB Letters of Credit and (ii) all other documentation reasonably requested by SVB in respect of the cash collateralization of the Existing SVB Letters of Credit as of the Amendment Effective Date.

SECTION 7.  Reaffirmation.  Each of the Company and each other Credit Party hereby (a) reaffirms its obligations under the Credit Agreement and each other Credit Document to which it is a party, in each case as amended by this Amendment, (b) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent and/or the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Credit Documents and (c) acknowledges and agrees that the grants of security interests by and the guarantees of the Credit Parties contained in the Security Agreement and the other Security Documents are, and shall remain, in full force and effect immediately after giving effect to this Amendment.

SECTION 8.  Credit Agreement.  Except as expressly set forth herein, this Amendment (a) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Issuing Lenders, the Administrative Agent or any Credit Party under the Credit Agreement or any other Credit Document and (b) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle any Credit Party to any future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances.  After the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.  This Amendment shall constitute a “Credit Document” for all purposes of the Credit Agreement and the other Credit Documents.

SECTION 9.  Applicable Law; Waiver of Jury Trial.  (a)  THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 10.   Counterparts; Amendment.  This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging shall be effective as delivery of an original executed counterpart of this Amendment.  This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Credit Parties, the Administrative Agent, the Issuing Lenders and the Lenders party hereto.  The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Amendment and/or any documents to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature page, physical delivery thereof or the use of a paper-based recording system, as the case may be.  As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

SECTION 11.  Fees and Expenses.

(a) The Company hereby agrees to pay to the Administrative Agent on the Amendment Effective Date, for the account of each applicable party, all fees separately agreed to in writing by the Company and Wells Fargo (or any of its Affiliates), or by the Company and any other Lender (or any of its Affiliates), in respect of this Amendment.

(b) The Company hereby agrees to pay to the Administrative Agent on the Amendment Effective Date, for the account of (i) each Consenting Lender, a consent fee equal to the sum of (A) 0.15% of the Revolving Commitments of such Consenting Lender on the Amendment Effective Date (immediately after giving effect to the transactions described in Section 3 hereof, but only up to the amount of the Revolving Commitments of such Consenting Lender immediately prior to the Amendment Effective Date) (with respect to any Consenting Lender, such Consenting Lender’s “Pre-Amendment Commitment Amount”) and (B) 0.225% of the excess, if any, of (1) the Revolving Commitments of such Consenting Lender on the Amendment Effective Date (immediately after giving effect to the transactions described in Section 3 hereof) over (2) such Consenting Lender’s Pre-Amendment Commitment Amount, and (ii) each New Lender, a consent fee equal to 0.225% of the Revolving Commitments of such New Lender on the Amendment Effective Date (immediately after giving effect to the transactions described in Section 3 hereof).

(c) Notwithstanding anything herein to the contrary, with respect to the transactions contemplated by this Amendment, the Administrative Agent hereby agrees to waive payment of the processing and recordation fee of $3,500 to the extent such fee is required under Section 10.6(b)(iv) of the Credit Agreement.

(d) The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment to the extent required under Section 10.5(a) of the Credit Agreement.

SECTION 12.   Headings.  The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

	ITRON NETWORKED SOLUTIONS, INC.
		By
			/s/ David Wright
			Name: David Wright
			Title:   Treasurer

	ITRON GLOBAL
		By
			/s/ Joel Vach
			Name: Joel Vach
			Title:   Manager

	ITRON INTERNATIONAL, LLC
		By
			/s/ Joel Vach
			Name: Joel Vach
			Title:   President, Treasurer and Secretary

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, a U.S. Issuing Lender, a Multicurrency Issuing Lender, a U.S. Swingline Lender and a Lender
		By
			/s/ Jim Teichman
			Name: Jim Teichman
			Title:   Director

[Amendment No. 7 to Second Amended and Restated Credit Agreement Signature Page]

[Amendment No. 7 to Second Amended and Restated Credit Agreement Signature Page]

	FIRST-CITIZENS BANK & TRUST COMPANY
		By
			/s/ Stephen Chang
			Name: Stephen Chang
			Title:   Managing Director
	Signing solely with respect to Section 4(c) of the Amendment, as an existing U.S. Issuing Lender and an existing Multicurrency Issuing Lender, and not as a Consenting Lender

[Amendment No. 7 to Second Amended and Restated Credit Agreement Signature Page]

SCHEDULE I

SCHEDULE II

SCHEDULE III

SCHEDULE 2.1 TO CREDIT AGREEMENT

SCHEDULE OF LENDERS AND COMMITMENTS

Applicable Margin
Level	Total Net Leverage Ratio	Term Benchmark Margin & LOC Fee	Base Rate Margin	Commitment Fee

I	Less than or equal to 2.00​2.50 to 1.00	1.75%	1.00%​0.75%	0.00%​0.250%	0.150%
II	Greater than 2.00​2.50 to 1.00 but less than or equal to 2.50​3.50 to 1.00	2.00%	1.25%​1.00%	0.25%​0.300%	0.175%
III	Greater than 2.50​3.50 to 1.00 but less than 3.50​or equal to 4.00 to 1.00	2.25%	1.50%​1.25%	0.50%​0.350%	0.200%
IV	Greater than 3.50​4.00 to 1.00 but less than or equal to 4.00 to 1.00	2.50%	1.75%​1.50%	0.75%​0.400%	0.250%

V

Greater than 4.00 to 1.00

2.00%

1.00%

0.300%