THIRD AMENDMENT TO CREDIT AGREEMENT Dated as of June 30, 2004

Exhibit 4.4

Execution copy

THIRD AMENDMENT TO

CREDIT AGREEMENT

Dated as of June 30, 2004

This THIRD AMENDMENT TO CREDIT AGREEMENT (together with all Exhibits, Schedules and Annexes hereto, this “Amendment”) is entered into among ITRON, Inc., a Washington corporation (the “Borrower”), BEAR, XXXXXXX & CO., INC., as sole lead arranger and sole bookrunner (in such capacity, the “Lead Arranger”), BEAR XXXXXXX CORPORATE LENDING INC., as syndication agent (in such capacity, the “Syndication Agent”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS

1. The Borrower, the Lead Arranger, the Syndication Agent, the lenders party thereto and the Administrative Agent have entered into a Credit Agreement, dated as of December 17, 2003 (as amended from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement.

2. On the Agreement Execution Date, the Borrower and the Arranger established an initial amortization schedule for the Tranche B Term Loans assuming the Tranche B Term Loans would be funded in the first quarter of 2004.

3. The Borrower has advised the Administrative Agent and the Lead Arranger that it expects the initial funding of the Tranche B Term Loans to occur on July 1, 2004 and requested that the Credit Agreement be amended as set forth herein to adjust the amortization schedule with respect to the Tranche B Term Loans to reflect the date of such funding.

4. The parties hereto are willing to enter into this 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 agree as follows:

SECTION 1. Amendment to Credit Agreement.

Section 2.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:

2.3. Repayment of Term Loans. The Tranche B Term Loan of each Tranche B Term Lender shall mature in 28 consecutive quarterly installments, commencing on September 30, 2004, each of which shall be in an amount equal to such Lender’s Tranche B Term Percentage multiplied by the amount set forth below opposite such installment:

Installment		Principal Amount
September 30, 2004		$	462,500
December 31, 2004		$	462,500
March 31, 2005		$	462,500
June 30, 2005		$	462,500
September 30, 2005		$	462,500
December 31, 2005		$	462,500
March 31, 2006		$	462,500
June 30, 2006		$	462,500
September 30, 2006		$	462,500
December 31, 2006		$	462,500
March 31, 2007		$	462,500
June 30, 2007		$	462,500
September 30, 2007		$	462,500
December 31, 2007		$	462,500
March 31, 2008		$	462,500
June 30, 2008		$	462,500
September 30, 2008		$	462,500
December 31, 2008		$	462,500
March 31, 2009		$	462,500
June 30, 2009		$	462,500
September 30, 2009		$	462,500
December 31, 2009		$	462,500
March 31, 2010		$	462,500
June 30, 2010		$	462,500
September 30, 2010		$	43,475,000
December 31, 2010		$	43,475,000
March 31, 2011		$	43,475,000
The date which is the seventh anniversary of the Closing Date		$	43,475,000

SECTION 2. Conditions to Effectiveness. The amendment contained in Section 1 shall not be effective unless each of the following conditions precedent is satisfied (the date on which such conditions are satisfied, the “Amendment Effective Date”):

(a) the Administrative Agent shall have received counterparts of this Amendment executed by the Lead Arranger, Syndication Agent, Administrative Agent and Borrower;

(b) the Administrative Agent shall have received executed counterparts of this Amendment or a signed authorization to execute this Amendment from all of the existing Tranche B Term Lenders;

(c) all fees and expenses then due and payable to the Lead Arranger or any Agent or Lender under the Loan Documents or relating thereto (to the extent invoiced at least one day Business Day prior) shall have been paid in full in immediately available funds; and

(d) the Administrative Agent shall have received such other documents and instruments as it or the Lead Arranger may reasonably request.

SECTION 3. Representations and Warranties. The Borrower represents and warrants to the Lead Arranger, Agents and Lenders that:

(a) Authority. The Borrower has the requisite corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement (as amended hereby). The execution, delivery and performance by the Borrower of this Amendment and the performance by the Borrower of the Credit Agreement (as amended hereby) have been duly approved by all necessary corporate action of the Borrower, and no other corporate proceedings on the part of the Borrower are necessary to consummate such transactions.

(b) Enforceability. This Amendment has been duly executed and delivered by the Borrower. When this Amendment becomes effective in accordance with its terms, this Amendment and the Credit Agreement (as amended hereby) will be the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law).

(c) Representations and Warranties. The representations and warranties of the Borrower in the Credit Agreement (other than any such representations and warranties that, by their terms, are specifically made as of a date other than the date hereof) are and will be true and correct on and as of the date of this Amendment and the Amendment Effective Date as though made on and as of each such date.

(d) No Conflicts. Neither the execution and delivery of this Amendment nor the consummation of the transactions contemplated hereby and thereby, nor the performance of and compliance with the terms and provisions hereof or of the Credit Agreement (as amended hereby) by the Borrower will, at the time of such performance, (i) violate or conflict with any provision of its articles or certificate of incorporation or bylaws or other organizational or governing documents, (ii) violate, contravene or materially conflict with any Requirement of Law (including, without limitation, Regulation U) or Contractual Obligation, except for any violation, contravention or conflict which could not reasonably be expected to have a Material Adverse Effect or (iii) result in or require the creation of any Lien (other than those permitted by the Loan Documents) upon or with respect to its properties. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the transactions contemplated hereby.

(e) No Default. No event has occurred and is continuing that constitutes a Default or Event of Default or would have constituted a Default or Event of Default if all of the covenants in Sections 7 (except Section 7.11) and 8 (except Sections 8.2, 8.3, and 8.7, in each case to the extent set forth in Schedule 6.2(a) to the Credit Agreement) had been in effect from the Agreement Execution Date and the words, “on or after the Closing Date” had been deleted from the preamble to Section 9.

SECTION 4. Reference to and Effect on Credit Agreement.

(a) Upon and after the effectiveness of this Amendment, 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 Loan 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 amended hereby. This Amendment is a Loan Document.

(b) Except as specifically amended above, the Credit Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Secured Party under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of the Credit Agreement.

SECTION 5. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

SECTION 6. Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 7. Governing Law. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[signature pages follow]

IN WITNESS WHEREOF, the party hereto has caused this Amendment to be executed by its respective officers thereunto duly authorized, as of the date first written above.

ITRON, INC.
By:		/s/ Xxxxx X. Xxxxxxxxx
Name:		Xxxxx X. Xxxxxxxxx
Title:		VP& CFO

[signatures continued on the next page]

BEAR XXXXXXX CORPORATE LENDING INC., as Syndication Agent
By:		/s/ Xxxxxxxx X. Xxxxxxx
Name:		Xxxxxxxx X. Xxxxxxx
Title:		Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:		/s/ Xxx Xxxx
Name:		Xxx Xxxx
Title:		Vice President and Senior Relationship Manager