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Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 3
TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT dated as
of
March 22, 2005 (this "Amendment") is entered into among AVISTA
RECEIVABLES CORP.
(the "Seller"), AVISTA CORPORATION (the "Servicer"), RANGER
FUNDING COMPANY LLC
(formerly known as Receivables Capital Company LLC) (the
"Conduit Purchaser")
and Bank of America, N.A., as "Committed Purchaser" (in such
capacity, the
"Committed Purchaser") and as "Administrator" (in such capacity,
the
"Administrator") under the Receivables Purchase Agreement
defined below.
Capitalized terms used herein but not defined herein shall have
the meanings
provided in such Receivables Purchase Agreement.
W I T N E S S E T H
WHEREAS, the Seller, the Servicer, the Conduit Purchaser,
the
Committed Purchaser and the Administrator are parties to that
certain
Receivables Purchase Agreement dated as of May 29, 2002 (as
amended, restated,
supplemented or otherwise modified from time to time, the
"Receivables Purchase
Agreement");
WHEREAS, the Seller, the Servicer, the Conduit Purchaser,
the
Committed Purchaser and the Administrator have agreed to amend
the Receivables
Purchase Agreement on the terms and conditions hereafter set
forth;
NOW, THEREFORE, in consideration of the premises set forth
above,
and for other good and valuable consideration, the receipt and
sufficiency of
which are hereby acknowledged, the Seller, the Servicer, the
Conduit Purchaser,
the Committed Purchaser and the Administrator hereby agree as
follows:
SECTION 1. Amendments. Subject to the fulfillment of the
condition
precedent set forth in Section 2 below, the Receivables Purchase
Agreement is
hereby amended as follows:
1.1 Section 4.01 of the Receivables Purchase Agreement is
amended
and restated in its entirety as follows:
SECTION 4.01. Fees. Seller shall pay to the Administrator and
the
Purchasers the fees in the amounts and at the times set forth
herein and in the
amended and restated fee letter, dated as of March 22, 2005,
among the
Administrator, Parent and Seller (as amended, restated,
supplemented or
otherwise modified from time to time, the "Fee Letter").
1.2 Section 7.01(c) of the Receivables Purchase Agreement is
amended
to delete the following proviso appearing at the end
thereof:
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provided, further that if Parent's senior unsecured long-term
debt
is rated below BBB- by S&P or below Baa3 by Moody's, Seller
and
Parent shall be obligated to pay for two such reviews in
each
calendar year.
1.3 The definition of "Loss Reserve" set forth in Appendix A to
the
Receivables Purchase Agreement is amended and restated in its
entirety as
follows:
"Loss Reserve" means, on any day, the product of (A) the
Dynamic
Loss Reserve Percentage as most recently calculated and (B) the
Net Pool
Balance on such day.
1.4 The definition of "Required Reserves" set forth in Appendix
A to
the Receivables Purchase Agreement is amended and restated in
its entirety as
follows:
"Required Reserves" means, on any day, an amount equal to
the
greater of (A) the sum of (1) the Dilution Reserve, plus (2) the
Loss
Reserve, plus (3) the Yield Reserve, in each case as most
recently
calculated, and (B) the Minimum Reserve Floor, as most
recently
calculated.
1.5 The definition of "Termination Date" set forth in Appendix A
to
the Receivables Purchase Agreement is amended to
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