ITRON, INC. 2.50% Convertible Senior Subordinated Notes due 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2006 • Itron Inc /Wa/ • Instruments for meas & testing of electricity & elec signals • New York
Each of the undersigned, LeRoy Nosbaum, Chairman of the Board and Chief Executive Officer of Itron, Inc., a Washington corporation (the “Company”), and Steven M. Helmbrecht, Senior Vice President and Chief Financial Officer of the Company, on behalf of the Company, does hereby certify pursuant to Section 6(h) of that certain Underwriting Agreement dated July 31, 2006 (the “Underwriting Agreement”) between the Company and, on behalf of the several Underwriters named therein, UBS Securities LLC, that as of August 4, 2006:
