EX-10.2 3 a4732107ex102.txt EXHIBIT 10.2 Exhibit 10.2 KEYBANK NATIONAL ASSOCIATION CONFIRMATION ------------ To: ITRON, INC. 2818 N. SULLIVAN RD. SPOKANE, WA 99216 Attn: Marc Williams Fax: 509-891-3334 Duplicate Confirm to: Client ID: 1000349084~MCMANAMON From: KEYBANK NATIONAL ASSOCIATION Date: 30-Sep-04 Our Ref: 117870/117870 The purpose of this letter agreement is to set forth the terms and conditions of the Swap Transaction entered into between KEYBANK NATIONAL ASSOCIATION and ITRON, INC. on the Trade Date specified below (the "Swap Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the Swap Agreement specified below. 1. The definitions and provisions contained in the 1991 ISDA Definitions (as supplemented by the 1998 Supplement to the 1991 ISDA Definitions) (the "Definitions") are incorporated into this Confirmation. If you and we are parties to an ISDA Master Agreement as published by the International Swap Dealers Association, Inc. and the Schedule to such agreement that sets forth the general terms and conditions applicable to Swap Transactions between us (a "Swap Agreement"), this Confirmation supplements, forms a part of, and is subject to, such Swap Agreement. If you and we are not yet parties to a Swap Agreement, this Confirmation will be a complete valid legal binding agreement between us as supplemented by the general terms and conditions set forth in the standard form ISDA Master Agreement copyright 1992 by the International Swap Dealers Association, Inc.("standard ISDA form"). All provisions contained or incorporated by reference in such Swap Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between this Confirmation and the Definitions or the Swap Agreement or the standard ISDA form if a Swap Agreement has not been entered into between us, this Confirmation will govern. This Confirmation will be governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine, provided that this provision will be superseded by any choice of law provision in the Swap Agreement. 2. This Confirmation constitutes a Rate Cap Transaction under the Swap Agreement and the terms of the Rate Cap Transaction to which this Confirmation relates are as follows: ITRON, INC. Our Ref: 117870/117870 -------------------- Notional Amount: $10,000,000.00 USD Trade Date: 29-Sep-04 Effective Date: 01-Oct-05 Termination Date: 30-Sep-07 Fixed Amounts Fixed Rate Payer: ITRON, INC. Fixed Rate Payer Payment Dates: Fixed Amount: $103,000.00 Floating Amounts Floating Rate Payer: KEYBANK NATIONAL ASSOCIATION Cap Rate: 4.000 percent per annum Floating Rate Payer Payment Dates: Commencing 30-Dec-05 and quarterly thereafter on the 30th calendar day of the month up to and including the Termination Date, subject to adjustment in accordance with Modified Following Business Day Convention. Floating Rate Option: USD-LIBOR-BBA Designated Maturity: 3-Month Spread: None Floating Rate Day Count Fraction: Act/360 Reset Dates: The first day of each Floating Rate Payer Calculation Period. ITRON, INC. Our Ref: 117870/117870 -------------------- Calculation Agent: KEYBANK NATIONAL ASSOCIATION Business days: London and New York Other Terms and Conditions: Please remit a wire to KeyBank ABA 041001039 Payment Instructions: Please Provide Please confirm 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. Regards, KEYBANK NATIONAL ASSOCIATION By: /s/ Frank Purnell ---------------------- Name: Frank Purnell Accepted and Confirmed as of the Trade Date ITRON, INC. /s/ David G. Remington ---------------------- Name: David G. Remington, VP & CFO