Exhibit 10.1
September 29, 2004
Itron, Inc.
Attn: Xxxx Xxxxxxxx
0000 X. Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Ph. (000) 000-0000
Fax (000) 000-0000
Re: Swap Transaction between U.S. Bank National Association ("Party A") and
Itron, Inc. ("Party B")
Ladies/Gentlemen:
The purpose of this letter is to set forth the terms and conditions of the
Swap transaction entered into between Party A and Party B on the Trade Date
referred to below. This letter constitutes a "Confirmation" as referred to in
the Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions (as
published by the International Swap Dealers Association, Inc.) are incorporated
into this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation will govern.
1. If Party A and Party B are parties to an Interest Rate and Currency
Exchange Agreement that sets forth the general terms and conditions
applicable to Swap Transactions between said parties (a "Swap
Agreement"), this Confirmation supplements, forms a part of, and is
subject to, such Swap Agreement. If Party A and Party B are not yet
parties to a Swap Agreement, this Confirmation will supplement, form a
part of, and be subject to, provisions contained or incorporated by
reference in such Swap Agreement upon its execution by Party A and
Party B. All provisions contained or incorporated by reference in such
Swap Agreement shall govern this Confirmation, except as modified
below. In addition, if a Swap Agreement has not been executed, this
Confirmation will itself evidence a complete binding agreement between
Party A and Party B as to the terms and conditions of the Swap
Transaction to which this Confirmation relates.
2. The terms of the particular Swap Transaction to which this
Confirmation relates are as follows:
Type of Transaction: Interest Rate Swap
Notional Amount: USD 30,000,000.00
Trade Date: September 29, 2004
Effective Date: October 1, 2004
Termination Date: October 1, 2007, subject
to adjustment in
accordance with
the Modified Following
Business Day Convention.
Fixed Rate Payer: Party B
Fixed Rate Payer Payment Dates: Beginning December 31,
2004 and thereafter on
the last day
of each March, June,
September and December,
subject to
adjustment in accordance
with the Modified
Following
Business Day Convention.
Fixed Rate: 3.26%
Fixed Rate Day Count Fraction: Act/360
Floating Rate Payer: Party A
Floating Rate Payer Payment Dates Beginning December 31,
2004 and thereafter on
the last day
of each March, June,
September and December,
subject to
adjustment in accordance
with the Modified
Following
Business Day Convention.
Floating Rate for initial Calculation Period: 2.00563%
Floating Rate Option: USD-LIBOR-BBA
(Telerate 3750)
Floating Rate Day Count Fraction: Act/360
Designated Maturity: 3 Month
Spread: None
Reset Dates: Beginning December 31,
2004 and thereafter on
the last day
of each March, June,
September and December,
subject to
adjustment in accordance
with the Modified
Following
Business Day Convention.
Reset Business Days: London
Calculation Agent: U.S. Bank National
Association
Compounding: Inapplicable
Payments to Fixed Rate Payer: Credit DDA #
(Please Provide)
Payments to Floating Rate Payer: Debit DDA #
(Please Provide)
Payment Business Days: New York and London
3. In connection with this Confirmation, the Transaction to which this
Confirmation relates and any other documentation relating to the
Agreement, each party to this Confirmation represents and acknowledges
to the other party that:
i. it has no recourse and is not relying upon any legal, tax, regulatory,
accounting or other advice, statements or recommendations (whether
written or oral) of the other party regarding such Transaction, other
than the written representations expressly made by that other party in
the Agreement and in the Confirmations in respect of such Transaction;
ii. it has the capacity to evaluate (internally or through independent
professional advice) such Transaction (including decisions regarding
the appropriateness or suitability of such Transaction) and has made
its own decision to enter into such Transaction;
iii. it understands the terms, conditions and risks of such transaction and
is willing to accept those terms and conditions and to assume
(financially and otherwise) those risks;
iv. it is entering into such Transaction as principal and not as agent for
any other party;
v. it acknowledges and agrees that the other party is not acting as a
fiduciary or advisor to it in connection with such Transaction;
vi. it acknowledges that U.S. Bank National Association has advised
counterparty to consult its own tax, accounting and legal advisors in
connection with this transaction evidenced by this confirmation and
that it has done so; and
vii. it is entering into such Transaction for the purpose of managing its
borrowings or investments, hedging its underlying assets or
liabilities or in connection with a line of business, and not for
purposes of speculation.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.
U.S. Bank National Association
/s/ Xxxxxxxxxxx X. Xxxxxxxx
---------------------------
By: Xxxxxxxxxxx X. Xxxxxxxx
---------------------------
Title: Treasury Officer
Accepted and confirmed as of the date first above
written:
Itron, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------------------------
Title: VP & CFO
