FIRST AMENDMENT TO SECURITY AGREEMENT By

EXHIBIT 4.2

FIRST AMENDMENT TO SECURITY AGREEMENT

By

ITRON, INC.,

as Company

and

THE SUBSIDIARY GUARANTORS PARTY HERETO

and

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

______________________

Dated as of June 23, 2015

TABLE OF CONTENTS
		Page
PREAMBLE		1
RECITALS		1
AMENDMENT TO AGREEMENT		2
SECTION 1.	Amendments	2
SECTION 2.	Reaffirmation	2
SECTION 3.	Execution in Counterparts	2
SECTION 4.	Effect of Amendment	3
SECTION 5.	Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial	3

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		Page
SECTION 4.3.	Defense of Claims; Transferability of Pledged Collateral	17
SECTION 4.4.	Other Financing Statements	17
SECTION 4.5.	Due Authorization and Issuance	17
SECTION 4.6.	Consents, etc	17
SECTION 4.7.	Pledged Collateral	17
SECTION 4.8.	Insurance	18
SECTION 4.9.	Information Regarding Collateral	18
SECTION 4.10.	Properties	18
SECTION 4.11.	Intellectual Property	19
SECTION 4.12.	Equity Interests and Subsidiaries	19
ARTICLE V
CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
SECTION 5.1.	Pledge of Additional Securities Collateral	20
SECTION 5.2.	Voting Rights; Distributions; etc.	21
SECTION 5.3.	Defaults, etc	22
SECTION 5.4.	Certain Agreements of Pledgors As Issuers and Holders of Equity Interests	22
ARTICLE VI
CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL
SECTION 6.1.	Grant of Intellectual Property License	22
SECTION 6.1.	Protection of Administrative Agent's Security	23
SECTION 6.1.	After-Acquired Property	23
SECTION 6.1.	Litigation	24
ARTICLE VII
CERTAIN PROVISIONS CONCERNING RECEIVABLES
SECTION 7.1.	Maintenance of Records	25
SECTION 7.2.	Modification of Terms, etc	25
SECTION 7.3.	Collection	25
ARTICLE VII
TRANSFERS
SECTION 8.1.	Transfers of Pledged Collateral	26

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		Page
ARTICLE IX
REMEDIES
SECTION 9.1.	Remedies	26
SECTION 9.2.	Notice of Sale	27
SECTION 9.3.	Waiver of Notice and Claims	28
SECTION 9.4.	Certain Sales of Pledged Collateral	28
SECTION 9.5.	No Waiver; Cumulative Remedies	29
SECTION 9.6.	Certain Additional Actions Regarding Intellectual Property	30
ARTICLE X
Application of Proceeds
SECTION 10.1.	Application of Proceeds	30
ARTICLE XI
MISCELLANEOUS
SECTION 11.1.	Concerning Administrative Agent	30
SECTION 11.2.	Administrative Agent May Perform; Administrative Agent Appointed Attorney-in-Fact	31
SECTION 11.3.	Continuing Security Interest; Assignment	32
SECTION 11.4.	Termination; Release	32
SECTION 11.5.	Modification in Writing	33
SECTION 11.6.	Notices	33
SECTION 11.7.	Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial	33
SECTION 11.8.	Severability of Provisions	33
SECTION 11.9.	Execution in Counterparts	33
SECTION 11.10.	Business Days	33
SECTION 11.11.	No Credit for Payment of Taxes or Imposition	33
SECTION 11.12.	No Claims Against Administrative Agent	34
SECTION 11.13.	No Release	34
SECTION 11.14.	Obligations Absolute	34
SECTION 11.15.	Closing Date	35
SIGNATURES		S-1

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		Page
SCHEDULES:
SCHEDULE A	Material Violations
SCHEDULE B	Certain Equity Interests and Subsidiaries
EXHIBIT 1	Form of Issuer's Acknowledgment
EXHIBIT 2	Form of Securities Pledge Amendment
EXHIBIT 3	Form of Joinder Agreement
EXHIBIT 4	Form of Copyright Security Agreement
EXHIBIT 5	Form of Patent Security Agreement
EXHIBIT 6	Form of Trademark Security Agreement

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FIRST AMENDMENT TO SECURITY AGREEMENT

This FIRST AMENDMENT TO SECURITY AGREEMENT, dated as of June 23, 2015 (this “Amendment”), is entered into among ITRON, INC., a Washington corporation (the “Company”), and the Subsidiary Guarantors (this and other terms not defined herein having the meanings given to them in the Security Agreement (as defined below) party hereto, as pledgors, assignors and debtors (the Company, together with the Subsidiary Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors” and each, a “Pledgor”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo”), as administrative agent and collateral agent pursuant to the Credit Agreement referred to below (in such capacities and together with any successors in such capacities, the “Administrative Agent”), and amends the SECURITY AGREEMENT, dated as of August 5, 2011 (as amended, restated, amended and restated or otherwise modified from time to time, the “Security Agreement”), made by the Pledgors and Xxxxx Fargo, as the Administrative Agent.

R E C I T A L S :

WHEREAS, the Company, the Subsidiary Guarantors, the Foreign Borrowers, the Administrative Agent, the Lenders and the other parties thereto entered into that certain Credit Agreement, dated as of August 5, 2011 (as in effect immediately prior to the effectiveness of the Credit Agreement, the “Original Credit Agreement”);

WHEREAS, the Company, the Guarantors, the Foreign Borrowers, the Administrative Agent, the Lenders and the other parties thereto have entered into that certain Amended and Restated Credit Agreement, dated as of the date hereof (as amended, restated, supplemented and otherwise modified, the “Credit Agreement”; which term shall also include and refer to any increase in or additional facility increasing the amount of indebtedness or commitments under the Credit Agreement and any refinancing or replacement of the Credit Agreement (whether under a bank facility, securities offering or otherwise) or one or more successor or replacement facilities whether or not with a different group of agents or lenders (whether under a bank facility, securities offering or otherwise) and whether or not with different obligors upon the Administrative Agent’s acknowledgment of the termination of the predecessor Credit Agreement), which amends and restates the Original Credit Agreement;

WHEREAS, each Subsidiary Guarantor has, pursuant to the Credit Agreement, unconditionally guaranteed the Guaranteed Obligations;

WHEREAS, pursuant to Section 10.1 of the Credit Agreement, the Lenders have authorized and directed the Administrative Agent to enter into this Amendment;

WHEREAS, the Company and each Subsidiary Guarantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Credit Agreement and the other Credit Documents and each is, therefore willing to enter into this Amendment;

WHEREAS, Pledgors and the Administrative Agent wish to amend the Security Agreement to effect the changes described below.

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NOW, THEREFORE, in consideration of the foregoing, 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. Amendments.

(a)Section 11.15 is hereby amended and restated in its entirety as follows:

“This Agreement is entered into by the Pledgors and the Administrative Agent on the Original Effective Date; provided that (a) liens and security interests granted hereunder shall be effective from and after the Original Closing Date, (b) the representations and warranties contained in Article IV hereof shall be made on the Original Closing Date and each date thereafter that such representations and warranties are made or required to be made pursuant to the terms hereof or any other Credit Document (including, without limitation, on the Closing Date), (c) the covenants contained in Articles IV, V, VI and VII hereof shall be applicable from and after the Original Closing Date, and (d) all other provisions of this Agreement shall be applicable from and after the Original Effective Date.”

SECTION 2. Reaffirmation. Each Pledgor, as collateral security for the payment and performance in full of all Obligations, hereby confirms its pledge and grant to, and hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties (as defined in the Credit Agreement), a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the Pledged Collateral. Each Pledgor hereby reaffirms all obligations of such Pledgor under the Security Agreement and confirms that such obligations shall continue to be in full force and effect for the benefit of the Secured Parties and that such Security Agreement shall secure the Obligations. Each Pledgor hereby reaffirms the validity of the Liens granted by it pursuant to the Security Agreement. Each Pledgor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” or using words of similar import.

SECTION 3. Execution in Counterparts. This Amendment and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 4. Effect of Amendment. Each reference in the Security Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Security Agreement, and each reference in each of the Credit Documents to “the Security Agreement,” “thereunder,” “thereof” or words of like import referring to the Security Agreement, shall mean and be a reference to the Security Agreement as amended by this Amendment. The Security Agreement, as amended hereby, and each of the other Credit Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of

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the Secured Parties under any other Credit Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Security Agreement or any other provision of any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

SECTION 5.    Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. Sections 10.5, 10.12, 10.13 and 10.16 of the Credit Agreement are incorporated herein, mutatis mutandis, as if a part hereof.

[Signature Pages Follow]

S- 1

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 above written.

		ITRON, INC., as a Pledgor
		By:	/s/ W. XXXX XXXXXXX
		Name:	W. Xxxx Xxxxxxx
		Title:	Executive Vice President and Chief Financial Officer

		XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
		By:	/s/ XXXXXX X. XXXXX
		Name:	Xxxxxx X. Xxxxx
		Title:	SVP/Relationship Manager