20140507Compliance Filing.pdf

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May 6,2014
State of Idaho
Idaho Public Utilities Commission
Statehouse
Boise ID 83720
Attention: Jean D. Jewell, Secretary
CaseNo. AVU-U-14-01
We are submitting the following information in compliance with the Commission's Order No.
32998 under Case No. AVU-U-14-01 allowing Avista Corporation to enter into one or more debt credit
facilities of up to S500,000,000 in total.
On April 18,2014, Avista Corporation (Avista Corp. or the Company) amended its $400.0 million
committed line of credit agreement with various banks. The committed line of credit was originally
entered into on February 11,2011 and amended on December 14,2011.
Amendments to the committed line of credit include an extension of the expiration date to April 18, 2019
from February 10,2017. The amendment also provides the Company the option to request an extension
of the committed line of credit for an additional one or two years beyond April 18, 2019, provided there is
no event ofdefault prior to the requested extension and the requested extension does not cause the
remaining term until the expiration date to exceed five years. In addition to extending the expiration date,
the amendment also adds a lower pricing level to the applicable interest rate and it decreases the limit on
letters of credit issuances under the committed line of credit from $300.0 million to $200.0 million.
The amended committed line of credit is secured by $400.0 million of non-transferable First Mortgage
Bonds of the Company issued to the agent bank. Such First Mortgage Bonds would only become due and
payable in the event, and then only to the extent, that the Company defaults on its obligations under the
committed line of credit.
The amended committed line of credit agreement contains customary covenants and default provisions,
including a covenant not to permit the ratio of "consolidated total debt" to "consolidated total
capitalization" of Avista Corporation to be greater than 65 percent at the end of any fiscal quarter.
Please contact Ryan Krasselt at [phone] if you have any questions.
Sincerely,
/S/ Ryan L. Krasselt
Ryan L. Krasselt
Assistant Treasurer
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement (this "Amendment"), dated as of April 18,
2014, is entered into by AVISTA CORPORATION, a Washington corporation (the
"Borrower"), the financial institutions identified on the signature pages hereof as "Continuing
Lenders" (the "Continuing Lenders"), the financial institution identified on the signature pages
hereof as the "Exiting Lender" (the "Exiting Lender" and, together with the Continuing Lenders,
the "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank,
and UNION BANK, N.A., as Administrative Agent (the "Administrative Agent") and an Issuing
Bank.
Recitals
A. The parties hereto are party to a Credit Agreement dated as of February I l, 201l,
as amended by a First Amendment to Credit Agreement and Waiver Thereunder dated as of
December 14, 20ll (that Credit Agreement, as so amended, herein called the "Credit
Agreemenf'). Terms defined in the Credit Agreement and not otherwise defined herein have the
same respective meanings when used herein, and the provisions of Section 1.02 of the Credit
Agreement are incorporated herein by reference.
B. The Borrower and the Continuing Lenders wish to, among other things, add a
lower pricing level to the definition of "Applicable Rate," extend the Expiration Date and revise
Section 2.20 of the Credit Agreement to provide for possible additional extensions of the
Expiration Date. Accordingly, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Borrower, the Lenders, the Issuing Banks and the
Administrative Agent hereby agree as set forth below.
SECTION l. Amendments to Credit Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 2 of this Amendment, the Borrower and the Continuing
Lenders hereby agree that the Credit Agreement is amended as set forth below.
(a) The definition of "Applicable Rate" in Section l.0l of the Credit
Agreement is amended in fullto read as follows:
"'Applicable Rate' shall mean, on any date with respect to the
Facility Fee, Eurodollar Loans, ABR Loans or the LC Participation Fee, the rate
per annum set forth in the following table in the 'Facility Fee,' 'Eurodollar
Margin,' 'ABR Margin' or 'LC Participation Fee' column, as applicable, for the
Pricing Level in effect for such date.
602214253v11
Pricing Level Facility Fee
Eurodollar
Margin ABR Margin
LC Participation
Fee
I 0.0750/o 0.675%0.000%0.675o/o
II 0.100%0.77s%0.000%0.775o/o
III 0.125o/o 0.875o/o 0.000%0.875o/o
IV 0.175%0.950%0.000%0.950o/o
V 0.200%1.050%0.050%1.050o/o
VI 0.250o/o 1.250o/o 0.250o/o 1.250o/o
For purposes of determining which Pricing Level is applicable in the foregoing
table, the following rules will apply:
'Pricing Level I' will be applicable at any date if, at such date, the Senior
Debt Rating is Sixth Lowest Investment Grade or higher;
'Pricing Level II' will be applicable at any date if, at such date, the Senior
Debt Rating is Fifth Lowest Investment Grade and Pricing Level I is not
applicable;
"Pricing Level III" will be applicable at any date if, at such date, the
Senior Debt Rating is Fourth Lowest Investment Grade and neither Pricing
Level I nor Pricing Level II is applicable;
'Pricing Level IV' will be applicable at any date if, at such date, the Senior
Debt Rating is Third Lowest Investment Grade and none of Pricing Level
I, Pricing Level II or Pricing Level III is applicable;
'Pricing Level V' will be applicable at any date if, at such date, the Senior
Debt Rating is Second Lowest Investment Grade and none of Pricing
Level I, Pricing Level II, Pricing Level III or Pricing Level IV is
applicable;
'Pricing Level VI' will be applicable at any date if, at such date, (i) the
Senior Debt Rating is Lowest Investment Grade or lower or (ii) there is no
applicable Senior Debt Rating."
(b) The definition of "Expiration Date" in Section l.0l of the
Agreement is amended in full to read as follows:
"'Expiration Dote' shall mean April 18,2019."
(c) The definition of "Reportable Event" in Section l.0l of the
Agreement is amended in full to read as follows:
"'Reportable Event' shall mean any reportable event as defined in
Section a0a3@) of ENSA or the regulations issued thereunder with
Credit
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Credit
respect to a Plan (other than a Plan maintained by an ERISA Affiliate
which is considered an ERISA Affiliate only pursuant to subsection (m) or
(o) of Section 414 of the Code)."
(d) Section l.0l of the Credit Agreement is amended by deleting the
definition of "Highest Non-Investment Grade" and adding the following new definitions in
alphabetical order:
o"Anti-Corruption Laws' shall mean all laws, rules and regulations
of any jurisdiction applicable to the Borrower or any Subsidiary from time
to time concerning or relating to bribery or corruption.
"'Ecova' shall mean Ecova, Inc., a Washington corporation.
"'Sanctioned Country' shall mean, at any time, a country or
territory that is the subject or target of any Sanctions.
o"Sanctioned Person' shall mean, at any time, (a) any Person
listed in any Sanctions-related list of designated Persons maintained by the
Office of Foreign Assets Control of the United States Department of the
Treasury, the United States Department of State, the United Nations
Security Council, the European Union or any member state of the
European Union, (b) any Person operating, organized or resident in a
Sanctioned Country or (c) any Person controlled by any such Person.
"'sunctions' shall mean economic or financial sanctions or trade
embargoes imposed, administered or enforced from time to time by (a) the
United States government, including those administered by the Office of
Foreign Assets Control of the United States Department of the Treasury or
the United States Department of State, or (b) the United Nations Security
Council, the European Union or Her Majesty's Treasury of the United
Kingdom.
"'Sirth Lowest Investment Grade' shall mean that the Senior Debt
Rating assigned to the applicable Indebtedness of the Borrower is a rating
which, as reasonably determined by the Administrative Agent, would be the
rating granted by the applicable credit-rating agency which is generally
treated as "investment grade" in the ratings regime of that credit-rating
agency and is higher than Fifth Lowest Investment Grade."
(e) Section 2.05(b) of the Credit Agreement is amended in full to read as
follows:
"(b) To request the issuance of a Letter of Credit (or the
renewal, extension or other amendment of an outstanding Letter of Credit), the
Borrower shall hand-deliver or telecopy (or transmit by electronic
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follows:
follows:
communication, if arrangements for doing so have been approved by the
applicable Issuing Bank) to the applicable Issuing Bank and the Administrative
Agent (reasonably in advance of the requested date of issuance, renewal,
extension or other amendment) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be renewed, extended or otherwise
amended, and specifying the date of issuance, renewal, extension or other
amendment (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, renew, extend or
otherwise amend such Letter of Credit. If requested by such Issuing Bank, the
Borrower shall also submit a letter of credit application on such Issuing Bank's
standard form in connection with any request for a Letter of Credit. A Letter of
Credit shall be issued, renewed, extended or otherwise amended only if (and upon
the issuance, renewal, extension or other amendment of each Letter of Credit the
Borrower shall be deemed to represent and warrant that), after giving effect to
such issuance, renewal, extension or other amendment, (i) the total LC Exposure
would not exceed $200,000,000 and (ii) the total Revolving Credit Exposures
would not exceed the total Commitments."
(f)Section 2.20(a) of the Credit Agreement is amended in full to read as
"(a) If no Event of Default has occurred and is continuing, the
Borrower may request, by simultaneous notice to the Administrative Agent and
each Lender given after April 18, 2014 and no later than 60 days before the
Expiration Date applicable on the date of such notice (the'Current Expiration
Date'), that the Lenders extend their respective Commitments for an additional
period of one year or two years (the'Requested Extension Period').lf a Lender
agrees, in its sole and absolute discretion, to so extend its Commitment, it will
give notice to the Administrative Agent of its decision to do so within 30 days
after the Borrower's delivery of notice to the Administrative Agent and the
Lenders requesting extension of the Current Expiration Date. Promptly after
expiration of such 30-day period, the Administrative Agent will notify the
Borrower and each Lender as to the Lenders (each an 'Extending Lender') from
which it has received such a notice agreeing to so extend. Any failure by a Lender
to so notify the Administrative Agent shall be deemed to be a decision by such
Lender not to so extend its Commitment."
(g) Section 2.20(d) of the Credit Agreement is amended in full to read as
"(d) The Borrower may use the process contemplated by this
Section 2.20, at any time or times after April 18, 2014, only once for a Requested
Extension Period of two years or up to twice for Requested Extension Periods of
one year each; provided, however, that no extension of the Expiration Date shall
602214253v I I -4-
be permitted that would cause the remaining term until the Expiration Date to
exceed five years at any time."
(h) Article III of the Credit Agreement is amended by adding a new Section
3.14, to read as follows:
"section 3.14 Anti-Corruption Laws and Sanctions. The Borrower has
implemented and maintains in effect policies and procedures designed to ensure
compliance by the Borrower, its Significant Subsidiaries and Ecova (whether or
not a Significant Subsidiary), and their respective directors, officers, employees
and agents, with the Anti-Corruption Laws and applicable Sanctions. The
Borrower and its Subsidiaries, and their respective officers and employees and,
to the knowledge of the Borrower, their respective directors and agents, are in
compliance with the Anti-Corruption Laws and applicable Sanctions in all
material respects. None of the following is a Sanctioned Person: (a) the Borrower
or any Subsidiary or, to the knowledge of the Borrower, any of their respective
directors, officers or employees; or (b) to the knowledge of the Borrower, any
agent of the Borrower or any Subsidiary that will benefit from, or act in any
capacity in connection with, the credit facility established hereby. No Borrowing,
Letter of Credit, use of proceeds of any Borrowing or Letter of Credit, or other
transaction contemplated by this Agreement will violate any Anti-Corruption
Law or applicable Sanction."
follows:
(i) Section 4.03(a) of the Credit Agreement is amended in full to read as
"(a) [Reserved.]"
0) Section 5.01 of the Credit Agreement is amended by adding the following
new subsection (c) at the end thereof:
"(c) The Borrower shall maintain in effect and enforce policies
and procedures designed to ensure compliance by the Borrower, its Significant
Subsidiaries and Ecova (whether or not a Significant Subsidiary), and their
respective directors, officers, employees and agents, with the Anti-Corruption
Laws and applicable Sanctions."
(k) Article VI of the Credit Agreement is amended by adding a new Section
6.07,to read as follows:
"section 6.07 Use of Proceeds. The Borrower shall not request any
Borrowing or Letter of Credit and shall not use, and shall procure that its
Subsidiaries and its and their respective directors, officers, employees and agents
shall not use, any of the proceeds of any Borrowing or Letter of Credit (a) in
furtherance of any offer, payment or promise to pay, or any authorization of the
payment or giving of, money or anything else of value to any Person in violation
602214253v11 -5-
of any Anti-Corruption Law, (b) for the purpose of funding, financing or
facilitating any activity, business or transaction of or with any Sanctioned Person
or in any Sanctioned Country or (c) in any manner that would result in the
violation of any applicable Sanction."
(l) Schedule 2.01 to the Credit Agreement is amended in fullto be in the form
attached hereto as Schedule 2.01.
SECTION 2. Conditions Precedent. This Amendment shall become effective on the date
(the "Effective Date"), not later than May 31,2014, on which all of the conditions set forth
below have been fulfilled.
(a) The Administrative Agent shall have received all of the following, each
dated the Effective Date (unless otherwise specified below), in form and substance satisfactory to
the Administrative Agent and in the number of originals requested thereby:
(i) this Amendment, duly executed by the Borrower, the Lenders and
the Issuing Banks;
(ii) a new First Mortgage Bond in substitution for the First Mortgage
Bond dated February ll,20ll, referencing (among otherthings) the extension of the Expiration
Date effected pursuant to Section l(b) of this Amendment (the "New First Mortgage Bond'),
together with the related Supplemental Indenture (the "Neht Supplemental Indenture") and the
related bond delivery agreement (the "New Bond Delivery Agreement"), in each case duly
executed and delivered by all of the parties thereto, together with a copy of the bond application
(including all attachments thereto) relating to the New First Mortgage Bond;
(iii) a copy of the First Mortgage, certified by a Financial Officer of the
Borrower;
(iv) a copy of title insurance policy number NSL 31426-SEA issued by
First American Title Insurance Company, together with all endorsements thereto through the
Effective Date (collectively the "Title Policy"), including an endorsement dated a recent date
confirming that the Title Policy (A) insures the Lien of the First Mortgage (including as modified
by the New Supplemental Indenture) securing the New First Mortgage Bond, in each case with
the Expiration Date extended to the date provided in Section l(b) hereof, (B) insures the trustee
under the First Mortgage as the insured party and (C) insures the Borrower's title to the real
property subject to the Lien of the First Mortgage, and the validity and first priority of the Lien
of the First Mortgage (subject to Liens permitted to exist by the terms of the First Mortgage), in
an amount not less than $785,000,000, certified by a Financial Officer of the Borrower;
(v) opinions of Davis Wright Tremaine LLP, counsel to the Borrower,
Hawley Troxell Ennis & Hawley LLP, Idaho counselto the Borrower, and Crowley Fleck PLLP,
Montana counsel to the Borrower (or such other firm or firms as approved by the Administrative
Agent), each addressed to the Administrative Agent, the Lenders and the Issuing Banks (or, in
the case of the latter two opinions, addressed to Davis Wright Tremaine LLP), with respect to
602214253v11 -6-
such matters relating to (A) the Borrower, (B) this Amendment, the New First Mortgage Bond,
the New Supplemental Indenture and the New Bond Delivery Agreement (the "Amendment
Documents") and (C) the Loan Documents, as modified or replaced by the Amendment
Documents, as the Administrative Agent or any Lender or Issuing Bank may reasonably request
(the Borrower hereby instructing each such counsel to deliver its opinion to the Administrative
Agent);
(vi) evidence that the Borrower has obtained all consents and approvals
of, and has made all filings and registrations with, any Governmental Authority required in order
to consummate the Transactions (as defined in Section 3(b) hereof), in each case without the
imposition of any condition that, in the judgment of the Administrative Agent, could adversely
affect the rights or interests of the Lenders, the Issuing Banks or the Administrative Agent under
any of the Amendment Documents or the Loan Documents as modified or replaced thereby;
(vii) a copy of the articles of incorporation of the Borrower (as most
recently amended and restated), including all amendments thereto, certified as of a recent date by
the Secretary of State of the State of Washington;
(viii) certificates, each dated as of a recent date, from the appropriate
Governmental Authorities of the States of Washington, Idaho, Montana and Oregon as to the
good standing of the Borrower to do business in those states;
(ix) a certificate of the Secretary or Assistant Secretary of the Borrower
certifying (A) that attached thereto is a true and complete copy of the restated articles of
incorporation and the bylaws of the Borrower as in effect on the Effective Date and at all times
since a date prior to the date of the resolutions described in clause (B) below, (B) that attached
thereto is a true and complete copy of resolutions duly adopted by the board of directors of the
Borrower authorizing the Transactions and that such resolutions have not been modified,
rescinded or amended and are in full force and effect, (C) that the articles of incorporation of the
Borrower have not been amended since the date of the last amendment thereto shown on the
certification with respect thereto furnished pursuant to clause (vii) above and (D) as to the
incumbency and specimen signature of each officer executing any Amendment Document or any
other document delivered in connection therewith on behalf of the Borrower;
(x) a certificate of another officer of the Borrower as to the
incumbency and specimen signature of the Secretary or Assistant Secretary executing the
certificate provided pursuant to clause (ix) above;
(xi) a certificate of a Financial Officer of the Borrower certifying that
the representations and warranties set forth in Sections 3(f) and (g) of this Amendment are true
and correct; and
(xii) such other documents as the Administrative Agent or any Lender,
or legal counsel to any of them, may reasonably request.
602214253v11 -7 -
(b) All fees payable by the Borrower to the Administrative Agent, the "Co-
Lead Arrangers" identified on the cover page of the Credit Agreement, the Issuing Banks, the
Lenders or any of their respective Affiliates on or prior to the Effective Date with respect to this
Amendment, and all amounts payable by the Borrower pursuant to Section 10.05 of the Credit
Agreement for which invoices have been delivered to the Borrower on or prior to the Effective
Date, shall have been paid in full or arrangements satisfactory to the Administrative Agent shall
have been made to cause them to be paid in full.
(c) All legal matters incident to the Amendment Documents, the Loan
Documents as modified or replaced thereby and the Transactions shall be reasonably satisfactory
to the Administrative Agent, the Lenders, the Issuing Banks and their respective legal counsel.
SECTION 3. Representations and Warranties. In order to induce the Lenders, the
Issuing Banks and the Administrative Agent to enter into this Amendment, the Borrower
represents and warrants to them as set forth below.
(a) The Borrower has the corporate power and authority (i) to execute and
deliver the Amendment Documents, (ii) to perform its obligations under the Amendment
Documents and under the Loan Documents as modified or replaced thereby and (iii) to borrow
Loans and procure the issuance of Letters of Credit.
(b) The execution and delivery of the Amendment Documents by the
Borrower, the performance by the Borrower of its obligations under the Amendment Documents
and under the Loan Documents as modified or replaced thereby, and the borrowing of Loans and
procurement of Letters of Credit under the Credit Agreement as amended hereby (collectively
the "Transactions"), (i) have been duly authorized by all requisite corporate and, if required,
stockholder action and (ii) will not (A) violate any provision of law, statute, rule or regulation the
violation of which could reasonably be expected to impair the validity or enforceability of any
Amendment Document or of any Loan Document as modified or replaced thereby or materially
impair the rights of or benefits available to the Lenders, the Issuing Banks or the Administrative
Agent under any Amendment Document or under any Loan Document as modified or replaced
thereby, (B) violate any provision of the certificate or articles of incorporation or other
constitutive documents or bylaws of the Borrower or any Significant Subsidiary, (C) violate any
order of any Governmental Authority the violation of which could reasonably be expected to
impair the validity or enforceability of any Amendment Document or of any Loan Document as
modified or replaced thereby or materially impair the rights of or benefits available to the
Lenders, the Issuing Banks or the Administrative Agent under any Amendment Document or
under any Loan Document as modified or replaced thereby, (D) violate any provision of any
indenture or other material agreement or instrument evidencing or relating to borrowed money to
which the Borrower or any Significant Subsidiary is a party or by which any of them or any of
their propefi is or may be bound, in a manner that could reasonably be expected to impair the
validity or enforceability of any Amendment Document or of any Loan Document as modified or
replaced thereby or materially impair the rights of or benefits available to the Lender, the Issuing
Banks or the Administrative Agent under any Amendment Document or under any Loan
Document as modified or replaced thereby, (E) be in conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under any such indenture,
602214251v11 -8-
agreement or other instrument in a manner that could reasonably be expected to impair the
validity or enforceability of any Amendment Document or of any Loan Document as modified or
replaced thereby or materially impair the rights of or benefits available to the Lenders, the
Issuing Banks or the Administrative Agent under any Amendment Document or under any Loan
Document as modified or replaced thereby or (F) result in the creation or imposition under any
such indenture, agreement or other instrument of any Lien (other than the Lien under the First
Mortgage related to the New First Mortgage Bond and the New Supplemental Indenture) upon or
with respect to any property or assets now owned or hereafter acquired by the Borrower.
(c) This Amendment has been duly executed and delivered by the Borrower
and constitutes, and each other Amendment Document when executed and delivered by the
Borrower will constitute, a legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its terms.
(d) No action, consent or approval of, registration or filing with or other
action by any Governmental Authority is or will be required in connection with the Transactions,
except such as have been made or obtained and are in full force and effect.
(e) The First Mortgage, as modified by the New Supplemental Indenture,
constitutes a valid and perfected first-priority Lien on the collateral purported to be encumbered
thereby (subject to Liens permitted to exist by the terms of the First Mortgage, as modified by
the New Supplemental Indenture), enforceable against all third parties in all jurisdictions, and
secures the payment of all obligations of the Borrower under the New First Mortgage Bond, and
the execution, delivery and performance of this Amendment and the other Amendment
Documents do not adversely affect the Lien of the First Mortgage, as modified by the New
Supplemental Indenture.
(0 The representations and warranties set fonh in the Credit Agreement and
in each other Loan Document are true and correct in all material respects on and as of the
Effective Date after giving effect to the Amendment Documents, except (i) for any such
representations and warranties qualified by materiality (including Material Adverse Effect), in
which case such representations and warranties are true and correct in all respects, or (ii) to the
extent that any such representations and warranties expressly relate to an earlier date.
(g) No Default or Event of Default has occurred and is continuing either
before or after giving effect to the Amendment Documents.
SECTION 4. Assignment of Loans. LC Disbursements and LC Participations to Reflect
Revised Commitments.
(a) On the Effective Date, each Continuing Lender that is increasing its
Commitment pursuant hereto (an "Additionol Commitment Lender") shall purchase, as an
assignment from the Exiting Lender, such portions of the Exiting Lender's Commitment, Loans,
unreimbursed LC Disbursements and participations in Letters of Credit outstanding at such time
such that, after giving effect to such assignments, the respective aggregate amount of
Commitments, Loans, unreimbursed LC Disbursements and participations in Letters of Credit of
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each Additional Commitment Lender shall be equal to its Pro Rata Share (determined by
reference to Schedule 2.01 attached hereto) of the aggregate Commitments, Loans, unreimbursed
LC Disbursements and participations in Letters of Credit outstanding. The purchase price for the
Commitments, Loans, unreimbursed LC Disbursements and participations in Letters of Credit so
assigned shall be the sum of (i) the principal amount of the Loans and unreimbursed LC
Disbursements so assigned, plus the amount of accrued and unpaid interest thereon as of the date
of assignment, (ii) the amount of accrued and unpaid LC Participation Fees as of the date of
assignment on the participations in Letters of Credit so assigned and (iii) the amount of accrued
and unpaid Facility Fees as of the date of assignment on the Commitments so assigned. Each
Additional Commitment Lender shall pay the aggregate purchase price payable by it to the
Administrative Agent on the Effective Date, and the Administrative Agent shall promptly
forward such payment to the Exiting Lender. Upon payment of the applicable amounts to the
Exiting Lender, the Exiting Lender shall automatically be deemed to have sold and made the
applicable assignments to the Additional Commitment Lenders and shall be released from its
obligations under the Loan Documents, and the Additional Commitment Lenders shall
automatically be deemed to have purchased and accepted such assignments from the Exiting
Lender.
(b) Without limiting the foregoing, upon the effectiveness of the assignments
contemplated by subsection (a) above, (i) the Exiting Lender shall be discharged from its
Commitment and other obligations (other than the return of its Note) under the Credit Agreement
and shall no longer be a Lender thereunder, (ii) the Borrower, the Administrative Agent and the
Issuing Banks shall be deemed to have consented to the assignments effected pursuant to
subsection (a) above, and (iii) the Administrative Agent shall record the Commitments, Loans,
LC Disbursements and LC Participations of each Additional Commitment Lender and the
Exiting Lender as provided in Section 10.04 of the Credit Agreement to reflect such assignments.
SECTION 5. Effect of Amendment on Interest and Fee Rates. Changes in interest rates
and fee rates effected by this Amendment shall apply with respect to interest and fees accruing
on or after the Effective Date, and interest rates and fee rates in effect before the Effective Date
shall apply with respect to interest and fees accrued before the Effective Date.
SECTION 6. Reference to and Effect on Loan Documents.
(a) On and after the Effective Date, (i) each reference in the Credit Agreement
to "this Agreement," "hereunder," "hereof," "herein" or words of like import referring to the
Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this
Amendment, (ii) each reference in the Credit Agreement to "the First Mortgage Bond,"
"thereunder," "thereof," "therein" or words of like import referring to the First Mortgage Bond
shall mean and be a reference to the New First Mortgage Bond, (iii) each reference in the Credit
Agreement to "the Supplemental Indenture," "thereunder," "thereof," "therein" or words of like
import referring to the Supplemental Indenture shall mean and be a reference to the New
Supplemental Indenture, and (iv) each reference in the Credit Agreement to "the Bond Delivery
Agreement," "thereunder," "thereof," "therein" or words of like import referring to the Bond
Delivery Agreement shall mean and be a reference to the New Bond Delivery Agreement.
602214253v11 -10-
(b) Except as specifically contemplated by this Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed. Without limiting the generality of the foregoing, the First Mortgage, as
modified by the New Supplemental Indenture, and all of the collateral described therein do and
shall continue to secure the payment of all obligations under the New First Mortgage Bond.
(c) The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Administrative Agent, any Issuing Bank
or any Lender under any of the Loan Documents or constitute a waiver of any provision of any
of the Loan Documents, except as expressly provided herein.
SECTION 7. Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a signature page
to this Amendment by telecopier or e-mail shall be effective as delivery of an originally executed
counterpart of this Amendment.
SECTION 8. Governins Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED TN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
SECTION 9. Headines. Section headings in this Amendment are for convenience of
reference only and shall not constitute a part of this Amendment for any other purpose.
fS i gnature pa ge s fo I low.f
602214253v11 - 1l -
The partiec hereto have caused this Amendment to be exesutod by their respective duly
suthorizsd rcFes€mtatives as ofthe date first writea above.
AVISTA CORPORATION
Brt
Nure Ma* T. Thie*
Titls Senim Vice President Chief Finaocial Offictr &
Tieasurer
S€cstd Arnetr&nGot to Credlt Agrcment
UNION BANK, N.A., as Administrative Agen! an
lssuing Bank and a Continuing Lender
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Name:
Title:
Eric Otieno
Vice President
Second Amendment to Credit Agreoment s-2
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as an Issuing Bank and a Continuing Lender
By:
Name:
Title:
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Seoond Amendment to Credit Agreement s-3
TIIE BAI{KOFNEW YORK IVTELLON,
as I Continuing L"cndcr
By_
Namc:
Title:
Sccond Amcndmcd b Crcditfurccmcnt
KEYBANK NATIONAL AS SOCTATION,
as a Continuing Lender
Sccond Amcndmcnt to Crcdit Agreement s-s
U.S. BAI.{K NATIONAL ASSOCIATION,
as a Cohtinuing Lender
sy,4
Name:
Title:
tslJi>
Second Amendment to Credit Agreement s-6
BANK OF AMERICA, N.A., as a Continuing Lender
By:
Name:
Title:
Second Amendment to Crcdit Agreement s-7
JPMORGAN CHASE BANK, N.4.,
as a Continuing Lender
,r, )
Name:
Title:
Secorrd Amendmcnt to Crodlt Agreement s-E
SUMITOMO MITSUI BANKING CORPORATION,
as a Continuing Lender
By:
Name:
Title:rvrrm$Egulltclof
Second Amendment to Credit Agreement s-9
CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as a Continuing Lender
ny: LSc- \Name:+
Title: Arrnr DrTErrarterrlriiv
By:
Title: Au*orizsdsig'atelr
s-r0Second Amendment to Credit Agreement
COBANK ACB, as a Continuing l.ender
$nSecond Amendmcnt lo Credit Agrccn*nt
BANNER BANK, as the Exiting Lender
By:
Title:Senior Vice Prssident
Second Amendment to Crodit Agecmenl s-12
SCHEDULE2,OI
Names. Commitments and Addresses of Lenders
Lender Commitment
Union Bank, N.A.
445 South Figueroa Street
Los Angeles, CA 90071
Attention: Bryan Read
Telecopy: 213 -23 6-4096
$60,156,250
Wells Fargo Bank, National Association
601 West lst Avenue, Suite 900
Spokane, WA 99201
Affention: Tom Beil / Jessy Hummel
Telecopy: 866-917 -7929
$60,156,250
The Bank of New York Mellon
BNY Mellon Center, Room 3600
Pittsburgh, PA I 5258-0001
Attention: Mark W. Rogers
Telecopy : 412-236-61 12
s42,500,000
KeyBank National Association
601 l08th Avenue
Bellevue, WA 98004
Attention: Keven Smith
Telecopy : 425 -7 09 -43 48
$42,500,000
U.S. Bank National Association
l0l South Capitol Boulevard
Boise, lD 83712
Attention: Hol land Williams
Telecopy: 208-383-7 57 4
$42,500,000
Bank of America, N.A.
800 5th Avenue, Floor 36
wA l-s0l-36-06
Seattle, WA 98104
Attention : Mark Crawford
Telecopy: 206-5 85-863 8
$33,725,000
602214253v11
Lender Commitment
JPMorgan Chase Bank, N.A.
l0 South Dearborn Street, Floor 9
Chicago,IL 60603
Attention: John Zur
Telecopy: 312-7 32-17 62
$33,725,000
Sumitomo Mitsui Banking Corporation
277 ParkAvenue
New York, NY 10172
Attention: Emily Estevez
Telecopy : 212-224 -43 84
$33,725,000
CoBank, ACB
5500 South Quebec Street
Greenwood Village, CO 801
Attention: Dave James
Telecopy : 7 20 - 528-6247
$30,000,000
Credit Suisse AG, Cayman
I I Madison Avenue
New York, NY 10010
Attention: William O'Daly
Telecopy : 212-7 43 -225 4
Islands Branch $21,012,500
Total:$400.000,000
602214253v11