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Exhibit 4(d)-3
SECOND AMENDMENT dated as of July 26, 1995 (the
"Amendment"), to the $50,000,000 Revolving Credit Agreement,
dated as of October 1, 1992, as amended (the "Agreement"), among
THE WASHINGTON WATER POWER COMPANY, a Washington corporation (the
"Borrower"), the banks parties thereto (the "Banks") and TORONTO
DOMINION (TEXAS), INC., as agent for the Banks (in such capacity,
the "Agent").
A. The Borrower has requested that the Banks amend certain provisions
of the Agreement. The Banks are willing to enter into this Amendment, subject to
the terms and conditions set forth herein.
B. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them in the Agreement.
Accordingly, in consideration of the mutual agreements contained in
this Amendment and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Amendment of Section 1.01. The definition of "Expiration
Date" in Section 1.01 of the Agreement is hereby amended to read in its entirety
as follows:
"Expiration Date" shall mean July 24, 1996.
SECTION 2. Amendment of Section 2.05(a). Section 2.05(a) of the
Agreement is hereby amended by replacing the reference to ".1875" with ".10%".
SECTION 3. Representations and Warranties. The Borrower represents and
warrants to the Agent and to each of the Banks that:
(a) This Amendment, and the Agreement as amended hereby, have been
duly authorized, executed and delivered by it and constitute its legal,
valid and binding obligations enforceable in accordance with their terms
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of
creditors, rights generally, or by general equity principles, including but
not limited to principles governing the availability of the remedies of
specific performance and injunctive relief.
(b) The representations and warranties set forth in Article III of the
Agreement and in the other Loan Documents before and after giving effect to
this Amendment are true and correct in all material respects with the same
effect as if made on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date, in
which case they were true and correct in all material respects on and as of
such earlier date.
(c) Before and after giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing.
(d) As of the date hereof, the Borrower has performed all obligations
to be performed on its part as set forth in the Agreement and the other
Loan Documents.
SECTION 4. Conditions to Effectiveness. The amendments to the
Agreement set forth in this Amendment shall become effective when the Agent
shall have received (a) counterparts of this Amendment which, when taken
together, bear the signatures of the Borrower and each of the Banks under the
Agreement and (b) evidence satisfactory to it that the Amendment has been (or
will prior to any borrowing under the Agreement have been) duly authorized by
the Board of Directors of the Borrower.
SECTION 5. Agreement. Except as specifically amended hereby, the
Agreement shall continue in full force and effect in accordance with the
provisions thereof as in existence on the date hereof. After the date hereof,
any reference to the Agreement shall mean the Agreement as amended hereby.
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SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one contract.
SECTION 8. Expenses. The Borrower agrees to reimburse the Agent for
its reasonable out-of-pocket expenses in connection with this Amendment,
including the reasonable fees, charges and disbursements of Cravath, Swaine &
Xxxxx, counsel for the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first written above.
THE WASHINGTON WATER POWER
COMPANY, as the Borrower,
by /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer
TORONTO DOMINION (TEXAS),
INC., as Agent,
by /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE TORONTO-DOMINION BANK,
HOUSTON AGENCY,
by /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Manager Syndications & Credit
Administration
THE BANK OF NEW YORK,
by /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
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CIBC INC.,
by /s/ X. Xxxxxx
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Name: X. Xxxxxx
Title: Vice President
CITICORP USA,
by /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Vice President
