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EXHIBIT 4(d)-3
FOURTH AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
THIS AGREEMENT dated as of September 3, 1996 AMENDS that certain
Revolving Credit Agreement between The Washington Water Power Company
("Borrower") and the following Banks or their predecessors: Bank of America NW,
N.A. doing business as Seafirst Bank and formerly known as Seattle-First
National Bank, ▇▇▇▇▇ Fargo Bank, N.A. successor by merger with First Interstate
Bank of Washington, N.A., First Security Bank of Idaho, N.A., U.S. Bank of
Washington, N.A. for itself and as successor by merger with West One Bank Idaho,
N.A., and Washington Trust Bank (the "Banks"); and Seafirst Bank, as Agent for
the Banks (the "Agent"), dated as of December 10, 1992 (the "Credit Agreement"),
as previously amended on March 1, 1993, January 21, 1994 and November 21, 1994.
WHEREAS, pursuant to Section 2.10 of Credit Agreement, the Borrower
requested the extension of the Expiration Date: and
WHEREAS, the Banks would agree to the requested extension only if the
Borrower agreed to the following amendment;
THEREFORE, in consideration of the mutual covenants it is HEREBY AGREED
as follows:
1. The definition of "Applicable Margin" contained in Section 1 is hereby
amended to read as follows:
"Applicable Margin" shall mean on any date, with respect to Eurodollar
Loans or ABR Loans, as the case may be, the applicable spreads set forth
on the attached Exhibit A based upon the Rating Level on that date.
Each change in the Applicable Margin shall apply to all Eurodollar Loans
that are outstanding at any time during the period commencing on the
effective date of such change and ending on the date immediately
preceding the effective date of the next such change.
2. The definition of "Commitment Fee" contained in Section 1 is hereby
amended to read as follows:
"Commitment Fee" shall mean with respect to each Bank that per annum fee
equal to the applicable rate set forth on the attached Exhibit A based upon the
Borrower's Rating Level on that date as applied in accordance with Section
2.6(a).
3. The definition of "Rating Level" is hereby amended to read as follows:
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"Rating Level" shall mean on any date the following classification of
the Borrower's Ratings:
Rating Level 1 A- or higher by S&P or A3 or higher by ▇▇▇▇▇'▇.
Rating Level 2 Below A- by S&P and below A3 by ▇▇▇▇▇'▇, but higher
than or equal to BBB by S&P or higher than or equal to
Baa2 by ▇▇▇▇▇'▇.
Rating ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇ by S&P or below Baa2 by ▇▇▇▇▇'▇.
For purposes of the foregoing, (i) if either ▇▇▇▇▇'▇ or S&P shall not have in
effect a Rating (other than because such rating agency shall no longer be in the
business of rating corporate debt obligations), then such rating agency will be
deemed to have established a Rating in Level 3: and (ii) if any rating
established or deemed to have been established by ▇▇▇▇▇'▇ or S&P shall be
changed (other than as a result of a change in the rating system of either
▇▇▇▇▇'▇ or S&P), such change shall be effective as of the day after the date on
which such change is first announced by the rating agency making such change. If
the rating system of either ▇▇▇▇▇'▇ or S&P shall change, or if either such
rating agency shall cease to be in the business of rating corporate debt
obligations, the Borrower and the Banks shall negotiate in good faith to amend
the references to specific ratings in this definition to reflect such changed
rating system or the non-availability of ratings from such rating agency.
4. The Expiration Date is extended to December 10, 1999, pursuant t
Section 2.10 of the Credit Agreement in the same manner and to the same extent
as if there had been no amendment of the Credit Agreement.
5. Except as expressly amended by this Agreement, the Credit Agreement
shall continue in full force and effect.
6. This Agreement may be executed in multiple counterparts, including
signed facsimile copies followed by delivery to the Agent of the original signed
counterpart.
Dated and signed as of this 3rd day of September, 1996.
BORROWER:
THE WASHINGTON WATER POWER COMPANY
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its Vice President & Treasurer
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EXHIBIT A
COMMITMENT EURODOLLAR AB
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FEE LOAN SPREAD LOAN SPREAD
--- ----------- -----------
Rating ▇▇▇▇▇ ▇ 0.09% 0.25% 0
Rating ▇▇▇▇▇ ▇ 0.125% 0.35% 0
Rating ▇▇▇▇▇ ▇ 0.175% 0.475% 0
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Agent:
SEAFIRST BANK, as agent
for the Banks
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Its Assistant Vice President
Banks:
SEAFIRST BANK
By /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇
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Its Vice President
▇▇▇▇▇ FARGO BANK, N.A. successor by
merger with FIRST INTERSTATE BANK
OF WASHINGTON, N.A.
By
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Its
FIRST SECURITY BANK OF IDAHO, N.A.
By
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Its
U.S. BANK OF WASHINGTON, N.A. for
itself and as successor by Merger
with West One Bank of Idaho, N.A.
By
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Its
WASHINGTON TRUST BANK
By
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Its