Debt

The components of our borrowings are as follows:



	December 31, 2017		December 31, 2016
	(in thousands)
Credit Facilities
USD denominated term loan	$	194,063	$	208,125
Multicurrency revolving line of credit	125,414		97,167
Senior notes	300,000		—
Total debt	619,477		305,292
Less: current portion of debt	19,688		14,063
Less: unamortized prepaid debt fees - term loan	629		769
Less: unamortized prepaid debt fees - senior notes	5,588		—
Long-term debt	$	593,572	$	290,460

Credit Facilities

On June 23, 2015, we entered into an amended and restated credit agreement providing for committed credit facilities in the amount of $725 million U.S. dollars (the 2015 credit facility). The 2015 credit facility consists of a $225 million U.S. dollar term loan (the term loan) and a multicurrency revolving line of credit (the revolver) with a principal amount of up to $500 million. The revolver also contains a $250 million standby letter of credit sub-facility and a $50 million swingline sub-facility (available for immediate cash needs at a higher interest rate). Both the term loan and the revolver mature on June 23, 2020, and amounts borrowed under the revolver are classified as long-term and, during the credit facility term, may be repaid and reborrowed until the revolver's maturity, at which time the revolver will terminate, and all outstanding loans, together with all accrued and unpaid interest, must be repaid. Amounts not borrowed under the revolver are subject to a commitment fee, which is paid in arrears on the last day of each fiscal quarter, ranging from 0.18% to 0.30% per annum depending on our total leverage ratio as of the most recently ended fiscal quarter. Amounts repaid on the term loan may not be reborrowed. The 2015 credit facility permits us and certain of our foreign subsidiaries to borrow in U.S. dollars, euros, British pounds, or, with lender approval, other currencies readily convertible into U.S. dollars. All obligations under the 2015 credit facility are guaranteed by Itron, Inc. and material U.S. domestic subsidiaries and are secured by a pledge of substantially all of the assets of Itron, Inc. and material U.S. domestic subsidiaries, including a pledge of 100% of the capital stock of material U.S. domestic subsidiaries and up to 66% of the voting stock (100% of the non-voting stock) of their first-tier foreign subsidiaries. In addition, the obligations of any foreign subsidiary who is a foreign borrower, as defined by the 2015 credit facility, are guaranteed by the foreign subsidiary and by its direct and indirect foreign parents. The 2015 credit facility includes debt covenants, which contain certain financial thresholds and place certain restrictions on the incurrence of debt, investments, and the issuance of dividends. We were in compliance with the debt covenants under the 2015 credit facility at December 31, 2017.

On June 13, 2016, we entered into an amendment to the 2015 credit facility, which reduced our $300 million standby letter of credit sub-facility to $250 million.

Scheduled principal repayments for the term loan are due quarterly in the amount of $4.2 million through June 2018, $5.6 million from September 2018 through March 2020, and the remainder due at maturity on June 23, 2020. The term loan may be repaid early in whole or in part, subject to certain minimum thresholds, without penalty.

Required minimum principal payments on our outstanding credit facilities are as follows:



Year Ending December 31,	Minimum Payments
	(in thousands)
2018	$	19,688
2019	22,500
2020	277,289
2021	—
2022	—
Total minimum payments on debt	$	319,477

Under the 2015 credit facility, we elect applicable market interest rates for both the term loan and any outstanding revolving loans. We also pay an applicable margin, which is based on our total leverage ratio (as defined in the credit agreement). The applicable rates per annum may be based on either: (1) the LIBOR rate or EURIBOR rate (floor of 0%), plus an applicable margin, or (2) the Alternate Base Rate, plus an applicable margin. The Alternate Base Rate election is equal to the greatest of three rates: (i) the prime rate, (ii) the Federal Reserve effective rate plus 1/2 of 1%, or (iii) one month LIBOR plus 1%. At December 31, 2017 and 2016,

the interest rates for both the term loan and the USD revolver was 2.82% and 2.02%, which includes the LIBOR rate plus a margin of 1.25% and 1.25%, respectively. At December 31, 2017 and 2016, the interest rates for the EUR revolver was 1.25% and 1.25%, which includes the EURIBOR floor rate plus a margin of 1.25% and 1.25%, respectively.

Total credit facility repayments were as follows:



	Year Ended December 31,
	2017		2016		2015
	(in thousands)
Term loan	$	14,063	$	11,250	$	13,125
Multicurrency revolving line of credit	15,000		67,869		49,873
Total credit facility repayments	$	29,063	$	79,119	$	62,998

At December 31, 2017, $125.4 million was outstanding under the 2015 credit facility revolver, and $31.9 million was utilized by outstanding standby letters of credit, resulting in $342.7 million available for additional borrowings or standby letters of credit. At December 31, 2017, $218.1 million was available for additional standby letters of credit under the letter of credit sub-facility and no amounts were outstanding under the swingline sub-facility.

Debt Refinancing

On January 5, 2018, we entered into a credit agreement (the 2018 credit facility) which amended and restated the 2015 credit facility in its entirety. The 2018 credit facility provides for a $650 million term loan and a $500 million revolving credit facility, including a $300 million letter of credit sub-facility and $50 million swingline loan sub-facility. Both the term loan and the revolver mature on January 5, 2023, and amounts borrowed under the revolver may be repaid and reborrowed until the revolver's maturity, at which time the revolver will terminate, and all outstanding loans, together with all accrued and unpaid interest, must be repaid. For additional details see Note 19: Subsequent Events.

Senior Notes

On December 22, 2017, we issued $300 million aggregate principal amount of 5.00% senior notes due 2026 (Notes). The December Notes were issued pursuant to an indenture, dated as of December 22, 2017 (Indenture), among Itron, the guarantors from time to time party thereto and U.S. Bank National Association, as trustee. Interest on the Notes will accrue at 5% per annum and will be payable semi-annually in arrears on January 15 and July 15 commencing on July 15, 2018. The Notes will be jointly and severally guaranteed by each of our subsidiaries that guarantees obligations under our senior credit facilities. The Notes were not guaranteed until the release of the escrow, but once released, the Notes were fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our subsidiaries that guarantee the senior credit facilities.

The Notes will mature on January 15, 2026. However, prior to January 15, 2021, we may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes, together with accrued and unpaid interest, if any, plus a “make- whole” premium. On or after January 15, 2021, we may redeem some or all of the Notes at any time at declining redemption prices equal to 102.50% beginning on January 15, 2021, 101.25% beginning on January 15, 2022 and 100.00% beginning on January 15, 2023 and thereafter, plus, in each case, accrued and unpaid interest, if any, to the applicable redemption date. In addition, before January 15, 2021, and subject to certain conditions, we may redeem up to 35% of the aggregate principal amount of Notes with the net proceeds of certain equity offerings at 105.00% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption; provided that (i) at least 65% of the aggregate principal amount of Notes remains outstanding after such redemption and (ii) the redemption occurs within 60 days of the closing of any such equity offering.