First Amendment to Third Amended and Restated Credit Agreement



 Exhibit 10.3 
  
 FIRST AMENDMENT TO 
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
  
 THIS FIRST AMENDMENT TO THIRD
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) made as of the 23rd day of July, 2004, among AVISTA ENERGY, INC., a Washington corporation, and AVISTA ENERGY CANADA LTD., a corporation of the province of Alberta, Canada
(each a “Borrower” and collectively, the “Borrowers”), BNP PARIBAS (“BNP Paribas”), individually and as administrative agent, collateral agent and an issuing bank, FORTIS CAPITAL CORP.
(“Fortis”), individually and as documentation agent and an issuing bank, and NATEXIS BANQUES POPULAIRES (“Natexis”, and together with BNP Paribas and Fortis, the “Banks”). 
  
 WHEREAS, the Borrowers and the Banks entered into a Third Amended and
Restated Credit Agreement effective as of July 25, 2003 (the “Credit Agreement”); 
  
 WHEREAS, the Borrowers have requested that the Banks extend the Expiration Date contained in the Credit Agreement, and the Banks are willing to do so
subject to the terms and conditions set forth herein; 
  
 NOW,
THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 
  
 1. Defined Terms. All capitalized terms used but not
otherwise defined in this Amendment shall have the meaning ascribed to them in the Credit Agreement. Unless otherwise specified, all section references herein refer to sections of the Credit Agreement. 
  
 2. Amendments to Credit Agreement. The Credit Agreement
is hereby amended as follows: 
  
 2.1 Section
1.01 – Definition of “Expiration Date”. Clause (a) of the definition of “Expiration Date” is amended to read as follows: 
  
 “(a) July 22, 2005; or” 
  

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 2.2 Section 1.01 – Definition of “Maturity Date”. The definition of
“Maturity Date” is amended and restated in its entirety to read as follows: 
  
 “‘Maturity Date’ means July 23, 2007.” 
  
 2.3 Schedules. Schedules 6.05, 8.01 and 8.06 to the Credit Agreement are deleted
and replaced with Schedules 6.05, 8.01, and 8.06 attached hereto. 
  
 3. Effectiveness of Amendment. This Amendment shall be effective upon receipt by the Banks of: 
  
 (a) An executed copy of this Amendment; 
  
 (b) A Confirmation of Guaranty, in the form attached hereto, signed by each of the Guarantors; 
  
 (c) Payment of all fees owing to the Banks, pursuant to the
fee letters from Borrowers to each of the Banks executed in connection herewith; 
  
 (d) Resolutions from each of the Borrowers and each of the Guarantors, in form and substance satisfactory to the Banks, authorizing the
execution and delivery of and performance under this Amendment and any documents or agreements entered into in connection therewith; and 
  
 (e) Such other documents and instruments as any Bank may reasonably request to reflect the changes set forth in this Amendment.

  
 4. Ratifications, Representations and Warranties.

  
 (a) The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and
confirmed and shall continue in full force and effect. The Borrowers and the Banks agree that the Credit Agreement and the Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their
respective terms. 
  

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 (b) To induce the Banks to enter into this Amendment, each Borrower ratifies and confirms
each representation and warranty set forth in the Credit Agreement as if such representations and warranties were made on the even date herewith, and further represents and warrants (i) that there has occurred since the date of the last financial
statements delivered to the Banks no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect, (ii) that no Event of Default exists on the date hereof, and (iii) that each Borrower is fully
authorized to enter into this Amendment. 
  
 5.
Benefits. This Amendment shall be binding upon and inure to the benefit of each Bank and each Borrower, and their respective successors and assigns; provided, however, that neither Borrower may, without the prior written consent of the
Banks, assign any rights, powers, duties or obligations under this Amendment, the Credit Agreement, the Security Agreements or any of the other Loan Documents. 
  

6. Construction. This Amendment shall be governed by and construed in accordance with the laws (without reference to principles of
conflicts of laws) of the State of New York, provided that the Banks shall retain all rights arising under federal law. 
  
 7. Invalid Provisions. If any provision of this Amendment is held to be illegal, invalid or unenforceable under present or future laws, such
provision shall be fully severable and the remaining provisions of this Amendment shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance. 
  
 8. Entire Agreement. The Credit Agreement, as amended by this
Amendment, along with the other Loan Documents, contain the entire agreement among the parties regarding the subject matter hereof and supersede all prior written and oral agreements and understandings among the parties hereto regarding same.

  
 9. Reference to Credit Agreement. The Credit
Agreement and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference
in the 

  

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Credit Agreement or the other Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement, as amended hereby. 
  
 10. Counterparts. This Amendment may be separately executed in
any number of counterparts, each of which shall be an original, but all of which, taken together, shall be deemed to constitute one and the same agreement. 
  
 [remainder of page intentionally left blank; signature page follows] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written. 
  

			
	 AVISTA ENERGY, INC.,
 a Washington
corporation

		
	By:	 	/s/ Dennis P. Vermillion
	Name:	 	Dennis P. Vermillion
	Title:	 	President & C.O.O.
	
	 AVISTA ENERGY CANADA LTD.,
 a
corporation of the province of
 Alberta, Canada

		
	By:	 	/s/ Dennis P. Vermillion
	Name:	 	Dennis P. Vermillion
	Title:	 	President & C.O.O.
	
	 Borrowers’ Address:
 201 W. North
River Drive
 Suite 610
 Spokane, Washington
99201




			
	Attention:	 	Dennis Vermillion
	Telephone:  	 	(509) 688-6000
	Facsimile:	 	(509) 688-6154
	E-mail: dennis.vermillion@avistaenergy.com












			
	 BNP PARIBAS,
 as Administrative Agent,
Collateral Agent,
an Issuing Bank, and a Bank

		
	By:	 	/s/ Jordan Nenoff
	Name:	 	Jordan Nenoff
	Title:	 	Vice President
	 	 	 
		
	By:	 	/s/ A-C. Mathiot
	Name:	 	A-C Mathiot
	Title:	 	Managing Director
	
	 787 Seventh Avenue
 New York, NY
10019

	Attention:	 	Anne-Catherine Mathiot
	Phone:	 	212-841-2575
	Fax:	 	212-841-2536
	E-mail: anne-catherine.mathiot@americas.bnpparibas.com












			
	 FORTIS CAPITAL CORP.,
 as
Documentation Agent, an Issuing Bank,
and a Bank

		
	By:	 	/s/ Irene C. Rummel
	Name:	 	Irene C. Rummel
	Title:	 	Senior Vice President
	 	 	 
		
	By:	 	/s/ Cristina E. Roberts
	Name:	 	Cristina E. Roberts
	Title:	 	Managing Director Fortis Capital Corp.
	
	 15455 North Central Parkway
 Suite
1400
 Addison, TX 7501




			
	Attention:	 	Irene Rummel
	Phone:	 	214-953-9313
	Fax:	 	214-969-9332
	E-mail: irene.rummel@fortiscapitalusa.com












			
	 NATEXIS BANQUES POPULAIRES
 as a
Bank

		
	By:	 	/s/ David Pershad
	Name:	 	David Pershad
	Title:	 	Vice President
	 
		
	By:	 	/s/ Guillaume de Parscau
	Name:	 	Guillaume de Parscau
	Title:	 	First Vice President & Manager Commodities Finance Group
	
	 1251 Avenue of the Americas
 34th Floor
 New York, NY
10020




			
	Attention:	 	David Pershad
	Phone:	 	212-872-5015
	Fax:	 	212-354-9095
	E-mail: david.pershad@nyc.nxbp.com