Exhibit 4.11


                                 SIXTH AMENDMENT
                          Dated as of December 19, 2005


               This SIXTH  AMENDMENT  (this  "Amendment")  is entered into among
ITRON,  INC.,  a Washington  corporation  (the  "Borrower"),  the Tranche C Term
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)  Section  1.1 of the Credit  Agreement  is amended to add the
following new definitions in correct alphabetical order:

               (i)  "Liberty Lake Facility": the office building located at 2111
                    North Molter Road, Liberty Lake, WA 99019.

               (ii) "Spokane  Facility":   the  corporate  headquarters  of  the
                    Borrower,  located at 2818  North  Sullivan  Road,  Spokane,
                    Washington.

               (b) Section 8.2 of the Credit  Agreement is hereby amended (i) to
delete the word "and" at the end of clause (i) thereof,  (ii)  re-letter  clause
"(j)" thereof as clause "(k)" and (iii) add the following new clause (j):

<PAGE>


               "(j) Indebtedness   of  the  Borrower   incurred  to  finance  or
                    refinance   the  Liberty  Lake   Facility  in  an  aggregate
                    principal amount not to exceed $20,000,000; and"

               (c) Section 8.3 of the Credit  Agreement is hereby amended (i) to
delete the word "and" at the end of clause (i) thereof;  (ii)  re-letter  clause
"(k)" thereof as clause "(l)"; and (iii) add the following new clause (k):

                    "(k)   Liens  on  the   Liberty   Lake   Facility   securing
                    Indebtedness permitted by Section 8.2(j); and"

               (d) Section 8.5(g) of the Credit  Agreement is hereby amended and
restated in its entirety as follows:

                    "(g) the Disposition (i) of the Spokane  Facility  (provided
                    that  all of the Net Cash  Proceeds  therefrom  are  applied
                    toward the  prepayment  of the Term Loans) and (ii) of other
                    property   having  a  fair   market   value  not  to  exceed
                    $15,000,000  in the  aggregate  for any  Fiscal  year of the
                    Borrower."

               (e) Section 8.7 of the Credit  Agreement is hereby  amended so it
reads as follows:

                    "Make or commit to make any Capital Expenditure,  except (a)
                    Capital Expenditures of the Borrower and its Subsidiaries in
                    the ordinary  course of business not  exceeding  $35,000,000
                    with respect to fiscal year 2004, not exceeding  $40,000,000
                    with  respect to fiscal year 2005 and,  with  respect to any
                    fiscal year  thereafter,  an amount  equal to 6% of budgeted
                    revenue  for such fiscal  year,  as approved by the board of
                    directors of the Borrower and by the  Administrative  Agent;
                    provided,  that (i) up to 25% of any such amount referred to
                    above, if not so expended in the fiscal year for which it is
                    permitted,  may be carried over for  expenditure in the next
                    succeeding  fiscal year and (ii) Capital  Expenditures  made
                    pursuant  to this clause (a) during any fiscal year shall be
                    deemed made, first, in respect of amounts permitted for such
                    fiscal year as  provided  above and,  second,  in respect of
                    amounts  carried over from the prior fiscal year pursuant to
                    subclause (i) above and (b) Capital  Expenditures  made with
                    the proceeds of any Reinvestment Deferred Amount."



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   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.

<PAGE>


               (b)  the  Administrative   Agent  shall  have  received  executed
counterparts  of this  Amendment  or a  signed  authorization  to  execute  this
Amendment from the Required 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). 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).

               (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.

<PAGE>


               (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.

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 Relationship Manager


<PAGE>


                                     CONSENT

                          Dated as of December 19, 2005

               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  Sixth 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 Sixth  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 Sixth  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 Sixth Amendment.


                               EMD HOLDING, INC.


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


                               ITRON INTERNATIONAL, INC.


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


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


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


                               ITRON ELECTRICITY METERING, INC.
                               (f/k/a Schlumberger Electricity, Inc.)


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