EXHIBIT 4.14


                                SEVENTH AMENDMENT
                            Dated as of May 18, 2006


     This  SEVENTH  AMENDMENT  (this  "Amendment")  is entered into among ITRON,
INC., a Washington corporation (the "Borrower"), the Lenders party hereto, BEAR,
STEARNS & CO. INC., as sole lead arranger and sole  bookrunner (in such capacity
the "Lead Arranger"),  BEAR STEARNS CORPORATE LENDING INC., as syndication agent
(in such  capacity  the  "Syndication  Agent") and WELLS  FARGO  BANK,  NATIONAL
ASSOCIATION,  as  administrative  agent (in such  capacity  the  "Administrative
Agent").

                             PRELIMINARY STATEMENTS

     1. Reference is made to the Credit  Agreement dated as of December 17, 2003
among  the  Borrower,   the  Lenders  party  thereto,  the  Lead  Arranger,  the
Syndication  Agent and the  Administrative  Agent (as amended  from time to time
prior to the date hereof,  the "Credit  Agreement").  Capitalized terms used but
not  otherwise  defined  herein are used with the  meanings  given in the Credit
Agreement.

     2. The  Borrower  has  requested  that the Credit  Agreement  be amended as
herein set forth.

     3. The  parties  hereto are  willing to enter into such  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 hereby agree as follows:

SECTION 1. Amendment to Credit Agreement.
           ------------------------------

     (a) The definition of "Applicable  Margin"  contained in Section 1.1 of the
Credit  Agreement  is hereby  amended  by  replacing  the number  "0.375%"  with
"0.25%".

     (b) Annex A of the Credit  Agreement  is hereby  amended and restated so it
reads as set forth in Exhibit I.

     (c) Section  8.8(m)(ii) of the Credit  Agreement is amended and restated to
read as follows:

          (ii) for any  acquisition  or  series  of  related  acquisitions  with
respect to which the aggregate amount of cash consideration  exceeds $5,000,000,
the  Borrower has  delivered  to the  Administrative  Agent a  certificate  of a
Responsible Officer demonstrating in reasonable detail pro forma compliance with
the  covenants  set forth in Section  8.1,  based upon the most recent  12-month
period for which  financial  statements are available and after giving effect to
such  acquisition,  the  financing  thereof and all related  transactions  as if
completed on the first date of such period;

<PAGE>


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,  for distribution to each
Revolving  Lender  executing this  Amendment by no later than 12:00 p.m.  (noon)
(New York City time) on Thursday May 11, 2006,  an amendment  fee equal to 0.10%
of such executing  Revolving Lender's Revolving  Commitments  (whether funded or
unfunded) on the Amendment Effective Date;

     (b) the  Administrative  Agent  shall have  received  counterparts  of this
Amendment executed by the Administrative  Agent and Borrower and counterparts of
the Consent  appended  hereto (the  "Consent")  executed by the  Guarantors,  as
defined in the Guarantee and Collateral Agreement.

     (c) the Administrative  Agent shall have received executed  counterparts of
this Amendment or a signed  authorization to execute this Amendment from each of
the Lenders;

     (d) 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

     (e) 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).  Each  Guarantor  has the
requisite  power and authority to execute,  deliver and perform its  obligations
under the Consent and the Loan  Documents,  as amended  hereby.  The  execution,
delivery and performance by the Borrower of this Amendment and by the Guarantors
of the Consent 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 or any
Guarantor are necessary to consummate such transactions.

     (b) Enforceability.  This Amendment has been duly executed and delivered by
the  Borrower  and the  Consent has been duly  executed  and  delivered  by each
Guarantor.  When this Amendment  becomes effective in accordance with its terms,
this  Amendment,  the Credit  Agreement (as amended hereby) and the Consent each
will be the legal, valid and binding obligation of the Borrower,  or in the case
of the Consent, each Guarantor, enforceable against the Borrower, or in the case
of  the  Consent,  each  Guarantor  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).

<PAGE>


     (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, not
the  execution  and  delivery  of  the  Consent,  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 or any  Guarantors  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.

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 and the
Guarantee and  Collateral  Agreement and the other Loan  Documents are 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.

<PAGE>


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]


<PAGE>


     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/ Steven M. Helmbrecht
                                                       ------------------------
                                                Name:  Steven M. Helmbrecht
                                                Title: Senior Vice President
                                                       Chief Financial Officer


                     [signatures continued on the next page]

<PAGE>


                               WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               as Administrative Agent



                               By:    /s/ Tom Beil
                                      ------------
                               Name:  Tom Beil
                               Title: Vice President Senior Relationship Manager

<PAGE>


                                     CONSENT

                            Dated as of May 18, 2006

     The undersigned, as Guarantors under the Guarantee and Collateral Agreement
and, as applicable,  as parties to the other Security  Documents  hereby consent
and agree to the foregoing  Seventh  Amendment and hereby confirm and agree that
(i) each of the  Guarantee  and  Collateral  Agreement  and the  other  Security
Documents  is, and shall  continue to be, in full force and effect and is hereby
ratified and confirmed in all respects except that, upon the  effectiveness  of,
and on and after the date of, said Seventh Amendment,  each reference therein to
the  "Credit  Agreement",  "thereunder",  "thereof"  and  words  of like  import
referring to the Credit  Agreement,  shall mean and be a reference to the Credit
Agreement as amended by said Seventh  Amendment  and (ii) each of the  Guarantee
and  Collateral  Agreement and the other  Security  Documents and the Collateral
described   therein  does,  and  shall  continue  to,  secure  the  payment  and
performance of all of the Obligations as defined in the Guarantee and Collateral
Agreement, after giving effect to said Seventh Amendment.


                                           EMD HOLDING, INC.


                                           By: /s/ Steven M. Helmbrecht
                                               ------------------------
                                               Name:  Steven M. Helmbrecht
                                               Title: President and Treasurer


                                           ITRON INTERNATIONAL, INC.


                                           By: /s/ Steven M. Helmbrecht
                                               ------------------------
                                               Name:  Steven M. Helmbrecht
                                               Title: President and Treasurer


                                           ITRON ENGINEERING SERVICES, INC.
                                           (f/k/a Itron Spectrum Holdings, Inc.)


                                           By: /s/ Steven M. Helmbrecht
                                               ------------------------
                                               Name:  Steven M. Helmbrecht
                                               Title: Vice President

<PAGE>


                                                                       EXHIBIT I
                                                                       ---------

                      PRICING GRID FOR REVOLVING LOANS AND
                                 SWINGLINE LOANS

         ================================================================

          Pricing Level      Applicable Margin     Applicable Margin for
                           for Eurodollar Loans        Base Rate Loans
         ----------------------------------------------------------------

                I                  2.00%                   1.50%
         ----------------------------------------------------------------

               II                  1.75%                   1.25%
         ----------------------------------------------------------------

              III                  1.50%                   1.00%
         ----------------------------------------------------------------

               IV                  1.25%                   0.25%
         ----------------------------------------------------------------

                V                  1.00%                   0.00%
         ================================================================

The Applicable Margin for Revolving Loans and Swingline Loans shall be adjusted,
on and after the first  Adjustment  Date (as defined below)  occurring after the
completion of two full fiscal  quarters of the Borrower  after the Closing Date,
based on changes in the  Consolidated  Leverage Ratio,  with such adjustments to
become effective on the date (the "Adjustment Date") that is three Business Days
after the date on which the relevant  financial  statements are delivered to the
Lenders  pursuant  to  Section  7.1 and to  remain  in  effect  until  the  next
adjustment  to  be  effected  pursuant  to  this  paragraph.  If  any  financial
statements referred to above are not delivered within the time periods specified
in Section 7.1, then,  until the date that is three Business Days after the date
on which such financial statements are delivered,  the highest rate set forth in
each  column of the Pricing  Grid shall  apply.  On each  Adjustment  Date,  the
Applicable  Margin for Revolving  Loans and Swingline Loans shall be adjusted to
be equal to the Applicable  Margins and Commitment Fee Rate opposite the Pricing
Level determined to exist on such Adjustment Date from the financial  statements
relating to such Adjustment Date.

     As used  herein,  the  following  rules shall govern the  determination  of
Pricing Levels on each Adjustment Date:

     "Pricing  Level I" shall exist on an  Adjustment  Date if the  Consolidated
Leverage Ratio for the relevant period is greater than or equal to 2.50 to 1.00.

     "Pricing  Level II" shall exist on an Adjustment  Date if the  Consolidated
Leverage  Ratio for the  relevant  period is less than 2.50 to 1.00 but  greater
than or equal to 2.00 to 1.00.

     "Pricing Level III" shall exist on an Adjustment  Date if the  Consolidated
Leverage  Ratio for the  relevant  period is less than 2.00 to 1.00 but  greater
than or equal to 1.50 to 1.00.

<PAGE>


     "Pricing  Level IV" shall exist on an Adjustment  Date if the  Consolidated
Leverage  Ratio for the  relevant  period is less than 1.50 to 1.00 but  greater
than or equal to 1.00 to 1.00.

     "Pricing  Level V" shall exist on an  Adjustment  Date if the  Consolidated
Leverage Ratio for the relevant period is less than 1.00 to 1.00.