UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

                                               (Mark One)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2001

OR

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-3701

AVISTA CORPORATION

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Washington		91-0462470
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1411 East Mission Avenue, Spokane, Washington		99202-2600
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:        509-489-0500
Web site: http://www.avistacorp.com

None

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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]        No [   ]

As of July 31, 2001, 47,474,045 shares of Registrant’s Common Stock, no par value (the only class of common stock), were outstanding.

 

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		CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended June 30
		CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME For the Six Months Ended June 30
		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF CAPITALIZATION
		CONSOLIDATED STATEMENTS OF CASH FLOWS
		SCHEDULE OF INFORMATION BY BUSINESS SEGMENTS For the Three Months Ended June 30
		SCHEDULE OF INFORMATION BY BUSINESS SEGMENTS For the Six Months Ended June 30
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
Part II. Other Information
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 5. Other Information
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
EXHIBIT 4.(D)2
EXHIBIT 12

AVISTA CORPORATION

Index

						Page No.
Part I	Financial Information:
		Item 1.		Financial Statements
				Consolidated Statements of Income and Comprehensive Income — Three Months Ended June 30, 2001 and 2000		3
				Consolidated Statements of Income and Comprehensive Income — Six Months Ended June 30, 2001 and 2000		4
				Consolidated Balance Sheets — June 30, 2001 and December 31, 2000		5
				Consolidated Statements of Capitalization — June 30, 2001 and December 31, 2000		6
				Consolidated Statements of Cash Flows — Six Months Ended June 30, 2001 and 2000		7
				Schedule of Information by Business Segments — Three Months Ended June 30, 2001 and 2000		8
				Schedule of Information by Business Segments — Six Months Ended June 30, 2001 and 2000		10
				Notes to Consolidated Financial Statements		12
		Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
		Item 3.		Quantitative and Qualitative Disclosures About Market Risk		33
Part II	Other Information:
		Item 4.		Submission of Matters to a Vote of Security Holders		33
		Item 5.		Other Information		33
		Item 6.		Exhibits and Reports on Form 8-K		36
Signature						37

 

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CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Avista Corporation

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				2001				2000
OPERATING REVENUES				$	1,549,966			$	1,353,414
OPERATING EXPENSES:
	Resource costs				1,396,902				1,287,295
	Operations and maintenance				26,816				24,676
	Administrative and general				38,472				35,040
	Depreciation and amortization				19,684				18,832
	Taxes other than income taxes				16,316				12,356
	Exit costs — Avista Energy’s Eastern energy business				—				2,958
		Total operating expenses			1,498,190				1,381,157
INCOME (LOSS) FROM OPERATIONS					51,776				(27,743	)
OTHER INCOME (EXPENSE):
	Interest expense				(28,747	)			(15,230	)
	Net gain on subsidiary transactions				1,291				729
	Other income-net				12,954				15,381
		Total other income (expense)-net			(14,502	)			880
INCOME (LOSS) BEFORE INCOME TAXES					37,274				(26,863	)
INCOME TAXES					14,549				(5,370	)
NET INCOME (LOSS)					22,725				(21,493	)
DEDUCT — Preferred stock dividend requirements (Note 4)					608				608
INCOME (LOSS) AVAILABLE FOR COMMON STOCK				$	22,117			$	(22,101	)
Average common shares outstanding (thousands), Basic (Note 4)					47,372				47,113
EARNINGS (LOSS) PER COMMON SHARE, BASIC AND DILUTED (Note 4)				$	0.47			$	(0.47	)
Dividends paid per common share				$	0.12			$	0.12
NET INCOME (LOSS)				$	22,725			$	(21,493	)
OTHER COMPREHENSIVE INCOME:
	Foreign currency translation adjustment				72				16
	Unrealized investment gains — net of tax				649				249
TOTAL OTHER COMPREHENSIVE INCOME					721				265
COMPREHENSIVE INCOME (LOSS)				$	23,446			$	(21,228	)

The Accompanying Notes are an Integral Part of These Statements.

3

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CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Avista Corporation

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				2001				2000
OPERATING REVENUES				$	3,593,315			$	2,735,387
OPERATING EXPENSES:
	Resource costs				3,278,678				2,545,956
	Operations and maintenance				50,997				52,101
	Administrative and general				76,101				59,747
	Depreciation and amortization				40,704				37,982
	Taxes other than income taxes				34,092				28,466
	Exit costs — Avista Energy’s Eastern energy business				—				7,865
	Restructuring charges — Pentzer				—				1,940
		Total operating expenses			3,480,572				2,734,057
INCOME FROM OPERATIONS					112,743				1,330
OTHER INCOME (EXPENSE):
	Interest expense				(50,330	)			(29,966	)
	Net gain on subsidiary transactions				3,443				821
	Other income-net				20,606				18,650
		Total other income (expense)-net			(26,281	)			(10,495	)
INCOME (LOSS) BEFORE INCOME TAXES					86,462				(9,165	)
INCOME TAXES					34,334				1,803
NET INCOME (LOSS)					52,128				(10,968	)
DEDUCT — Preferred stock dividend requirements (Note 4)					1,216				22,518
INCOME (LOSS) AVAILABLE FOR COMMON STOCK				$	50,912			$	(33,486	)
Average common shares outstanding (thousands), Basic (Note 4)					47,305				44,205
EARNINGS (LOSS) PER COMMON SHARE, BASIC AND DILUTED (Note 4)				$	1.08			$	(0.76	)
Dividends paid per share of common stock				$	0.24			$	0.24
NET INCOME (LOSS)				$	52,128			$	(10,968	)
OTHER COMPREHENSIVE INCOME:
	Foreign currency translation adjustment				58				57
	Unrealized investment gains — net of tax				2,214				403
TOTAL OTHER COMPREHENSIVE INCOME					2,272				460
COMPREHENSIVE INCOME (LOSS)				$	54,400			$	(10,508	)

The Accompanying Notes are an Integral Part of These Statements.

4

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CONSOLIDATED BALANCE SHEETS
Avista Corporation

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					June 30,				December 31,
					2001				2000
ASSETS:
CURRENT ASSETS:
	Cash and cash equivalents				$	249,859			$	194,365
	Temporary investments					3,828				1,058
	Accounts and notes receivable—less allowances of $41,581 and $14,579, respectively					417,416				861,308
	Energy commodity assets					1,546,883				7,956,229
	Materials and supplies, fuel stock and natural gas stored					22,601				24,496
	Prepayments and other current assets					29,627				54,244
		Total current assets				2,270,214				9,091,700
UTILITY PROPERTY:
	Utility plant in service					2,243,634				2,205,230
	Construction work in progress					47,762				33,535
		Total				2,291,396				2,238,765
	Less: Accumulated depreciation and amortization					748,190				720,453
		Net utility plant				1,543,206				1,518,312
OTHER PROPERTY AND INVESTMENTS:
	Investment in exchange power—net					44,538				46,981
	Non-utility properties and investments—net					316,988				219,450
	Non-current energy commodity assets					685,512				1,367,107
	Other property and investments—net					23,752				21,885
		Total other property and investments				1,070,790				1,655,423
DEFERRED CHARGES:
	Regulatory assets for deferred income tax					153,663				156,692
	Other regulatory assets					185,718				5,407
	Utility energy commodity derivative assets					26,733				—
	Power and natural gas deferrals					216,168				75,648
	Unamortized debt expense					38,248				27,874
	Other deferred charges					28,779				32,868
		Total deferred charges				649,309				298,489
			TOTAL		$	5,533,519			$	12,563,924
LIABILITIES AND CAPITALIZATION:
CURRENT LIABILITIES:
	Accounts payable				$	503,268			$	892,545
	Energy commodity liabilities					1,426,656				7,834,007
	Current portion of long-term debt					95,267				89,901
	Short-term borrowings					—				163,160
	Taxes and interest accrued					14,598				1,971
	Other current liabilities					85,243				143,623
		Total current liabilities				2,125,032				9,125,207
NON-CURRENT LIABILITIES AND DEFERRED CREDITS:
	Non-current liabilities					41,695				38,975
	Deferred revenue					45,229				46,498
	Non-current energy commodity liabilities					585,900				1,272,374
	Utility energy commodity derivative liabilities					205,893				—
	Deferred income taxes					499,595				446,310
	Other deferred credits					77,126				95,530
		Total non-current liabilities and deferred credits				1,455,438				1,899,687
CAPITALIZATION (See Consolidated Statements of Capitalization)						1,953,049				1,539,030
COMMITMENTS AND CONTINGENCIES (Note 5)
			TOTAL		$	5,533,519			$	12,563,924

The Accompanying Notes are an Integral Part of These Statements.

5

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CONSOLIDATED STATEMENTS OF CAPITALIZATION
Avista Corporation

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					June 30,				December 31,
					2001				2000
LONG-TERM DEBT:
	First Mortgage Bonds:
		Secured Medium-Term Notes:
			Series A — 6.25% to 7.90% due 2002 through 2023		$	124,500			$	129,500
			Series B — 6.50% to 7.89% due 2002 through 2010			59,000				74,000
			Total first mortgage bonds			183,500				203,500
	Unsecured Pollution Control Bonds:
		Floating Rate, Colstrip 1999A, due 2032				66,700				66,700
		Floating Rate, Colstrip 1999B, due 2034				17,000				17,000
		6% Series due 2023				4,100				4,100
			Total pollution control bonds			87,800				87,800
	Unsecured Senior Notes
		9.75% due 2008				400,000				—
	Unsecured Medium-Term Notes:
		Series A — 7.94% to 8.99% due 2003 through 2007				13,000				13,000
		Series B — 6.75% to 8.23% due 2002 through 2023				79,000				89,000
		Series C — 5.99% to 8.02% due 2007 through 2028				109,000				109,000
		Series D — 8.625% due 2003				175,000				175,000
			Total unsecured medium-term notes			376,000				386,000
	Other long-term debt					1,971				2,619
	Unamortized debt discount					(2,753	)			(113	)
		Total long-term debt				1,046,518				679,806
COMPANY-OBLIGATED MANDATORILY REDEEMABLE
	PREFERRED TRUST SECURITIES:
		7 7/8%, Series A, due 2037				60,000				60,000
		Floating Rate, Series B, due 2037				40,000				40,000
			Total company-obligated mandatorily redeemable preferred trust securities			100,000				100,000
PREFERRED STOCK — CUMULATIVE:
	10,000,000 shares authorized:
	Subject to mandatory redemption:
		$695 Series K; 350,000 shares outstanding ($100 stated value)				35,000				35,000
			Total subject to mandatory redemption			35,000				35,000
COMMON EQUITY:
	Common stock, no par value; 200,000,000 shares authorized; 47,465,210 and 47,208,689 shares outstanding					615,502				610,741
	Note receivable from employee stock ownership plan					(6,379	)			(7,040	)
	Capital stock expense and other paid in capital					(11,692	)			(11,696	)
	Other comprehensive income					1,549				(723	)
	Retained earnings					172,551				132,942
		Total common equity				771,531				724,224
TOTAL CAPITALIZATION					$	1,953,049			$	1,539,030

The Accompanying Notes are an Integral Part of These Statements.

6

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CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
Avista Corporation

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				2001				2000
OPERATING ACTIVITIES:
	Net income			$	52,128			$	(10,968	)
	Non-cash items included in net income:
		Depreciation and amortization			40,704				37,982
		Provision for deferred income taxes			55,593				(6,721	)
		Power and natural gas cost deferrals and amortizations			(141,075	)			(5,718	)
		Gain on sale of property and subsidiary investments — net			(329	)			(12,991	)
		Energy commodity assets and liabilities			(16,440	)			11,884
		Other — net			5,960				(292	)
	Changes in working capital components:
		Sale of customer accounts receivables — net			(4,000	)			6,000
		Receivables and prepaid expense			456,560				(249,316	)
		Materials & supplies, fuel stock and natural gas stored			1,895				2,049
		Payables and other accrued liabilities			(419,225	)			190,477
		Other			(12,521	)			33,410
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES					19,250				(4,204	)
INVESTING ACTIVITIES:
	Construction expenditures (excluding AFUDC)				(55,365	)			(40,224	)
	Other capital requirements				(108,264	)			(14,831	)
	Change in other noncurrent balance sheet items — net				(1,163	)			4,658
	Proceeds from property sales and sale of subsidiary investments				97				89,942
	Assets acquired and investments in subsidiaries				(349	)			(2,253	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES					(165,044	)			37,292
FINANCING ACTIVITIES:
	Increase (decrease) in short-term borrowings				(163,160	)			12,802
	Proceeds from issuance of long-term debt				400,000				20,000
	Redemption and maturity of long-term debt				(25,140	)			(27,807	)
	Issuance of common stock, net of repurchases				5,423				1,843
	Cash dividends paid				(12,586	)			(15,747	)
	Other — net				(3,249	)			(1,249	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES					201,288				(10,158	)
NET INCREASE IN CASH AND CASH EQUIVALENTS					55,494				22,930
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD					194,365				40,041
CASH AND CASH EQUIVALENTS AT END OF PERIOD				$	249,859			$	62,971
SUPPLEMENTAL CASH FLOW INFORMATION:
	Cash paid (received) during the period:
		Interest		$	37,793			$	30,078
		Income taxes			(21,975	)			21,529
	Non-cash financing and investing activities:
		Intangibles acquired through issuance of common stock			1,286				—
		Changes due to SFAS 115 adjustment to investments			3,405				—
		Property purchased under capitalized leases			469				—
		Series L Preferred Stock converted to common stock			—				271,286

The Accompanying Notes are an Integral Part of These Statements.

7

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SCHEDULE OF INFORMATION BY BUSINESS SEGMENTS
Avista Corporation

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				2001				2000
OPERATING REVENUES:
	Avista Utilities			$	317,066			$	318,783
	Energy Trading and Marketing				1,263,484				1,043,467
	Information and Technology				6,217				2,228
	Avista Ventures and Other				3,534				8,660
	Intersegment eliminations				(40,335	)			(19,724	)
		Total operating revenues		$	1,549,966			$	1,353,414
RESOURCE COSTS:
	Avista Utilities:
		Power purchased		$	215,115			$	269,569
		Natural gas purchased for resale			33,368				22,665
		Fuel for generation			26,159				9,883
		Power and natural gas deferrals, net of amortization			(67,870	)			(4,725	)
		Other			14,374				54,297
	Energy Trading and Marketing:
		Cost of sales			1,216,091				955,330
	Intersegment eliminations				(40,335	)			(19,724	)
		Total resource costs (excluding non-energy businesses)		$	1,396,902			$	1,287,295
GROSS MARGINS:
	Avista Utilities			$	95,920			$	(32,906	)
	Energy Trading and Marketing				47,393				88,137
		Total gross margins (excluding non-energy businesses)		$	143,313			$	55,231
OPERATIONS AND MAINTENANCE EXPENSES:
	Avista Utilities			$	17,752			$	15,655
	Energy Trading and Marketing				195				(50	)
	Information and Technology				5,076				2,611
	Avista Ventures and Other				3,793				6,460
		Total operations and maintenance expenses		$	26,816			$	24,676
ADMINISTRATIVE AND GENERAL EXPENSES:
	Avista Utilities			$	14,495			$	16,077
	Energy Trading and Marketing				10,832				9,562
	Information and Technology				10,223				7,346
	Avista Ventures and Other				2,922				2,055
		Total administrative and general expenses		$	38,472			$	35,040
DEPRECIATION AND AMORTIZATION EXPENSES:
	Avista Utilities			$	15,137			$	16,071
	Energy Trading and Marketing				474				481
	Information and Technology				3,230				1,315
	Avista Ventures and Other				843				965
		Total depreciation and amortization expenses		$	19,684			$	18,832
INCOME (LOSS) FROM OPERATIONS (PRE-TAX):
	Avista Utilities			$	34,517			$	(92,023	)
	Energy Trading and Marketing				34,762				74,221
	Information and Technology				(13,469	)			(8,928	)
	Avista Ventures and Other				(4,034	)			(1,013	)
		Total income (loss) from operations (pre-tax)		$	51,776			$	(27,743	)

8

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SCHEDULE OF INFORMATION BY BUSINESS SEGMENTS
Avista Corporation

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				2001				2000
INCOME (LOSS) AVAILABLE FOR COMMON STOCK:
	Avista Utilities			$	9,521			$	(62,645	)
	Energy Trading and Marketing				25,886				47,300
	Information and Technology				(8,982	)			(6,248	)
	Avista Ventures and Other				(4,308	)			(508	)
		Total income (loss) available for common stock		$	22,117			$	(22,101	)
ASSETS: (2000 amounts as of December 31)
	Avista Utilities			$	2,333,653			$	2,129,614
	Energy Trading and Marketing				3,055,967				10,271,834
	Information and Technology				92,064				59,632
	Avista Ventures and Other				51,835				102,844
		Total assets		$	5,533,519			$	12,563,924
CAPITAL EXPENDITURES (excluding AFUDC):
	Avista Utilities			$	36,187			$	23,068
	Energy Trading and Marketing				52,868				101
	Information and Technology				5,711				9,195
	Avista Ventures and Other				—				221
		Total capital expenditures		$	94,766			$	32,585

The Accompanying Notes are an Integral Part of These Statements.

9

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SCHEDULE OF INFORMATION BY BUSINESS SEGMENTS
Avista Corporation

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				2001				2000
OPERATING REVENUES:
	Avista Utilities			$	732,692			$	617,326
	Energy Trading and Marketing				3,008,378				2,149,655
	Information and Technology				11,628				4,517
	Avista Ventures and Other				9,224				15,774
	Intersegment eliminations				(168,607	)			(51,885	)
		Total operating revenues		$	3,593,315			$	2,735,387
RESOURCE COSTS:
	Avista Utilities:
		Power purchased		$	458,548			$	388,702
		Natural gas purchased for resale			150,389				65,804
		Fuel for generation			52,074				23,175
		Power and natural gas deferrals, net of amortization			(134,506	)			(5,781	)
		Other			9,359				67,921
	Energy Trading and Marketing:
		Cost of sales			2,911,421				2,058,020
	Intersegment eliminations				(168,607	)			(51,885	)
		Total resource costs (excluding non-energy businesses)		$	3,278,678			$	2,545,956
GROSS MARGINS:
	Avista Utilities			$	196,828			$	77,505
	Energy Trading and Marketing				96,957				91,635
		Total gross margins (excluding non-energy businesses)		$	293,785			$	169,140
OPERATIONS AND MAINTENANCE EXPENSES:
	Avista Utilities			$	33,836			$	31,922
	Energy Trading and Marketing				205				518
	Information and Technology				8,745				7,243
	Avista Ventures and Other				8,211				12,418
		Total operations and maintenance expenses		$	50,997			$	52,101
ADMINISTRATIVE AND GENERAL EXPENSES:
	Avista Utilities			$	29,023			$	30,415
	Energy Trading and Marketing				22,686				13,344
	Information and Technology				20,004				12,225
	Avista Ventures and Other				4,388				3,763
		Total administrative and general expenses		$	76,101			$	59,747
DEPRECIATION AND AMORTIZATION EXPENSES:
	Avista Utilities			$	31,641			$	32,756
	Energy Trading and Marketing				947				1,133
	Information and Technology				6,418				2,139
	Avista Ventures and Other				1,698				1,954
		Total depreciation and amortization expenses		$	40,704			$	37,982
INCOME (LOSS) FROM OPERATIONS (PRE-TAX):
	Avista Utilities			$	72,172			$	(44,417	)
	Energy Trading and Marketing				70,845				67,674
	Information and Technology				(25,155	)			(17,190	)
	Avista Ventures and Other				(5,119	)			(4,737	)
		Total income (loss) from operations (pre-tax)		$	112,743			$	1,330

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SCHEDULE OF INFORMATION BY BUSINESS SEGMENTS
Avista Corporation

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				2001				2000
INCOME (LOSS) AVAILABLE FOR COMMON STOCK:
	Avista Utilities			$	21,985			$	(64,699	)
	Energy Trading and Marketing				52,985				43,762
	Information and Technology				(16,686	)			(11,912	)
	Avista Ventures and Other				(7,372	)			(637	)
		Total income (loss) available for common stock		$	50,912			$	(33,486	)
ASSETS: (2000 amounts as of December 31)
	Avista Utilities			$	2,333,653			$	2,129,614
	Energy Trading and Marketing				3,055,967				10,271,834
	Information and Technology				92,064				59,632
	Avista Ventures and Other				51,835				102,844
		Total assets		$	5,533,519			$	12,563,924
CAPITAL EXPENDITURES (excluding AFUDC):
	Avista Utilities			$	56,374			$	41,646
	Energy Trading and Marketing				93,298				114
	Information and Technology				14,826				14,022
	Avista Ventures and Other				379				695
		Total capital expenditures		$	164,877			$	56,477

The Accompanying Notes are an Integral Part of These Statements.

11

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements of Avista Corporation (Avista Corp. or the Company) for the interim periods ended June 30, 2001 and 2000 are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair statement of the results of operations for those interim periods. The financial statements have been prepared in accordance with accounting principals generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The consolidated statements of income for the interim periods are not necessarily indicative of the results to be expected for the full year. These financial statements do not contain the detail or footnote disclosure concerning accounting policies and other matters which would be included in full fiscal year financial statements; therefore, they should be read in conjunction with the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 (2000 Form 10-K).

Please refer to the section “Acronyms and Terms” in the 2000 Form 10-K for definitions of terms such as capacity, energy and therm.

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Avista Corp. operates as an energy, information and technology company with a regional utility operation and subsidiary operations located in the Pacific Northwest. The utility portion of the Company, doing business as Avista Utilities, which is an operating division of Avista Corp. and not a separate entity, is subject to state and federal price regulation. The other businesses are conducted under Avista Capital, which is the parent company to the Company’s non-regulated subsidiaries.

The Company’s operations are exposed to risks, including legislative and governmental regulations, the price and supply of purchased power, fuel and natural gas, recovery of purchased power and purchased natural gas costs, weather conditions, availability of generation facilities, competition, technology and availability of funding. In addition, the energy business exposes the Company to the financial, liquidity, credit and commodity price risks associated with wholesale sales and purchases.

Basis of Reporting

The consolidated financial statements include the assets, liabilities, revenues and expenses of the Company and its subsidiaries. All material intercompany transactions have been eliminated. The accompanying financial statements include the Company’s proportionate share of utility plant and related operations resulting from its interests in jointly owned plants.

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements. Changes in these estimates and assumptions are considered reasonably possible and may have a material impact on the consolidated financial statements and thus actual results could differ from the amounts reported and disclosed herein.

Business Segments

The business segment presentation reflects the basis currently used by the Company’s management to analyze performance and determine the allocation of resources. Avista Utilities’ business is managed based on the total regulated operations. The Energy Trading and Marketing line of business operations are non-regulated, as contrasted with Avista Utilities’ operations. The Information and Technology line of business operations includes internet billing services, fuel cells and telecommunications. The Avista Ventures and Other line of business encompasses other investments and non-energy operations of various subsidiaries as well as the operations of Avista Capital on a parent company only basis.

Intersegment Eliminations

Intersegment eliminations represent the transactions between Avista Utilities and Avista Energy for energy commodities and services.

Reclassifications

Certain prior period amounts have been reclassified to conform to current statement format. These reclassifications were made for comparative purposes and have not affected previously reported total net income or common shareholders’ equity.

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New Accounting Standards

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities.” In June 2000, the FASB issued SFAS No. 138, which amended certain provisions of SFAS No. 133 to clarify specific areas presenting difficulties in implementation. SFAS No. 133, as amended by SFAS No. 138, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments imbedded in other contracts, and for hedging activities. It requires the recording of all derivatives as either assets or liabilities in the balance sheet measured at estimated fair value and the recognition of the unrealized gains and losses. In certain defined conditions, a derivative may be specifically designated as a hedge for a particular exposure. The accounting for derivatives depends on the intended use of the derivatives and the resulting designation. The Company adopted SFAS No. 133 and the corresponding amendments under SFAS No. 138, on January 1, 2001.

Avista Utilities buys and sells power under forward contracts that are considered to be derivatives. Under forward contracts, Avista Utilities commits to purchase or sell a specified amount of capacity and energy. These contracts are generally entered into to manage Avista Utilities’ loads and resources. In conjunction with the issuance of SFAS No. 133, the Washington Utilities and Transportation Commission (WUTC) and the Idaho Public Utilities Commission (IPUC) issued accounting orders requiring Avista Utilities to offset any derivative assets or liabilities with a regulatory asset or liability. As a result, unrealized gains or losses for Avista Utilities are not recognized in the statements of income and comprehensive income.

Avista Energy accounts for derivative commodity instruments entered into for trading purposes using the mark-to-market method of accounting, in compliance with EITF 98-10, “Accounting for Energy Trading and Risk Management Activities”, with unrealized gains and losses recognized in the income statement.

On January 1, 2001, Avista Utilities recorded a derivative commodity asset of $252.3 million and a derivative commodity liability of $36.1 million. The difference of $216.2 million was recorded as a net regulatory liability in accordance with the accounting treatment prescribed by the accounting orders from the WUTC and IPUC discussed above. As of June 30, 2001, the derivative commodity asset balance was $26.7 million, the derivative commodity liability balance was $205.9 million and the offsetting net regulatory asset was $179.2 million. The derivative commodity asset balance is included in Deferred Charges — Utility energy commodity derivative assets, the derivative commodity liability balance is included in Non-Current Liabilities and Deferred Credits — Utility energy commodity derivative liabilities, and the offsetting net regulatory asset is included in Deferred Charges — Other regulatory assets on the Consolidated Balance Sheets. The amounts recorded as of January 1, 2001 and June 30, 2001, were based on Avista Utilities’ original interpretations of SFAS No. 133, 138 and the guidance of the FASB’s Derivative Implementation Group (DIG). Avista Utilities believed the majority of its long-term purchases and sales contracts for both capacity and energy qualified as normal purchases and sales under SFAS No. 133 and were not required to be recorded as derivative commodity assets and liabilities. Some contracts for less than one year in duration (short-term) are subject to booking out, whereby power may not be physically delivered. Avista Utilities believed these short-term contracts could not be classified as normal purchases and sales and were recorded as a derivative commodity asset or liability on the balance sheet.

Based on interpretations of recent DIG guidance and rulings, Avista Utilities has made changes to its accounting for certain contracts effective July 1, 2001. The DIG cleared issue C-15, “Scope Exceptions: Normal Purchases and Normal Sales Exception for Option-Type Contracts and Forward Contracts in Electricity,” on June 29, 2001. This DIG issue allows for power purchase or sale agreements (including forward and option contracts) to qualify for the normal purchase and sale exception provided certain criteria are met. Avista Utilities is still evaluating criteria specific in this DIG issue in order to conclude whether or not certain long-term purchases and sales contracts with optionality (variable load factor or capacity) will be classified as normal purchases and sales. Avista Utilities will not record derivative commodity assets and liabilities for short-term contracts subject to booking out as it has been concluded these contracts can now qualify for the normal purchases and sales exception and will be documented as such.

Certain pending issues and other interpretations that may be issued by the DIG may change the conclusions that the Company has reached and, as a result, the accounting treatment and financial statement impact could change in the future.

In September 2000, the FASB issued SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” a replacement of SFAS No. 125. This statement revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures; however, it carries over most of SFAS No. 125’s provisions without reconsideration. The standards addressed in this statement are based on consistent application of a financial components approach that focuses on control. Under this approach, after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes

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liabilities when extinguished. This statement is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. This statement was effective for recognition and reclassification of collateral and for disclosures relating to securitization transactions and collateral for fiscal year 2000. The adoption of this statement did not have a material impact on the Company’s financial condition or results of operations.

In July 2001, the FASB issued SFAS No. 141, “Business Combinations” which applies to all business combinations initiated after June 30, 2001. This statement requires that all business combinations be accounted for using the purchase method; the use of the pooling-of-interests method is no longer permitted. The purchase method of accounting requires goodwill to be measured as the excess of the cost of an acquired entity over the estimated fair value of net amounts assigned to assets acquired and liabilities assumed. This statement also addresses the financial statement disclosure requirements pertaining to business combinations. The adoption of this statement did not have a material impact on the Company’s financial condition or results of operations.

In July 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets” which applies to all acquired intangible assets whether acquired singly, as part of a group, or in a business combination. This statement requires that goodwill not be amortized; however, goodwill for each reporting unit must be evaluated for impairment on at least an annual basis using a two-step approach. The first step used to identify potential impairment compares the estimated fair value of a reporting unit to its carrying amount, including goodwill. If the fair value of a reporting unit is less than its carrying amount, the second step of the impairment evaluation which compares the implied fair value of goodwill to its carrying amount must be performed to determine the amount of the impairment loss, if any. This statement also provides standards for financial statement disclosures of goodwill and other intangible assets and related impairment losses. The Company will be required to adopt this statement on January 1, 2002. The adoption of this statement is not expected to have a material impact on the Company’s financial condition or results of operations.

NOTE 2. ENERGY COMMODITY TRADING

The Company’s energy-related businesses are exposed to risks relating to, but not limited to, changes in certain commodity prices and counterparty performance. In order to manage the various risks relating to these exposures, Avista Utilities utilizes electric, natural gas and related derivative commodity instruments, such as forwards, futures, swaps and options, and Avista Energy engages in the trading of such instruments. Avista Utilities and Avista Energy have policies and procedures to manage quantitative and qualitative risks inherent in these activities.

Avista Utilities

Avista Utilities sells and purchases electric capacity and energy to and from utilities and other entities under firm long-term contracts having terms of more than one year in the wholesale market. In addition, Avista Utilities engages in short-term sales and purchases in the wholesale market as part of an economic selection of resources to serve its retail and firm wholesale loads. Avista Utilities makes continuing projections of (1) future retail and firm wholesale loads based on, among other things, forward estimates of factors such as customer usage patterns, weather, historical data and contract terms and (2) resource availability based on, among other things, estimates of streamflows, generating unit availability, historic and forward market information and experience. On the basis of these continuing projections, Avista Utilities makes purchases and sales of energy on a quarterly, monthly, daily and hourly basis to match actual resources to actual energy requirements and to sell any surplus at the best available price.

Avista Utilities protects itself against price fluctuations on electric energy by establishing volume limits for the imbalance between projected loads and resources and through the use of derivative commodity instruments for hedging purposes. Any imbalance is required to remain within limits, or management action or decisions are triggered to address larger imbalance situations and limit the exposure to market risk. Avista Energy is responsible for the daily management of gas resources to meet the requirements of Avista Utilities’ customers. In addition, Avista Utilities utilizes derivative commodity instruments for hedging price risk associated with natural gas. The Risk Management Committee has limited the types of commodity instruments Avista Utilities may trade to those related to electricity and natural gas commodities and those instruments are to be used for hedging price fluctuations associated with the management of resources. Commodity instruments are not generally held by Avista Utilities for speculative trading purposes. The market values of natural gas derivative commodity instruments held by Avista Utilities as of June 30, 2001 and December 31, 2000, were a $114.1 million net liability and a $1.0 million net asset,

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respectively. The significant liability position as of June 30, 2001 is a result of forward commitments to purchase natural gas entered into at prices in excess of the current market price for natural gas.

Avista Energy

Contract Amounts and Terms      Under Avista Energy’s derivative instruments, Avista Energy either (i) as “fixed price payor,” is obligated to pay a fixed price or amount and is entitled to receive the commodity or a fixed amount or (ii) as “fixed price receiver,” is entitled to receive a fixed price or amount and is obligated to deliver the commodity or pay a fixed amount or (iii) as “index price payor,” is obligated to pay an indexed price or amount and is entitled to receive the commodity or a variable amount or (iv) as “index price receiver,” is entitled to receive an indexed price or amount and is obligated to deliver the commodity or pay a variable amount. The contract or notional amounts and terms of Avista Energy’s derivative commodity investments outstanding as of June 30, 2001, are set forth below (in thousands of mmBTUs and MWhs):

			Fixed Price				Fixed Price				Maximum
			Payor				Receiver				Terms in Years
Energy commodities (volumes) Natural gas				128,885				125,959				3
	Electric			125,499				123,052				19

			Index Price				Index Price				Maximum
			Payor				Receiver				Terms in Years
Energy commodities (volumes) Natural gas				721,548				748,682				4
	Electric			898				441				4

Contract or notional amounts reflect the volume of transactions, but do not necessarily represent the dollar amounts exchanged by the parties to the derivative commodity instruments. Accordingly, contract or notional amounts do not accurately measure Avista Energy’s exposure to market or credit risks. The maximum terms in years detailed above are not indicative of likely future cash flows as these positions may be offset in the markets at any time.

Estimated Fair Value     The estimated fair value of Avista Energy’s derivative commodity instruments outstanding as of June 30, 2001, and the average estimated fair value of those instruments held during the six months ended June 30, 2001, are set forth below (dollars in thousands):

		Estimated Fair Value																Average Estimated Fair Value for the
		as of June 30, 2001																six months ended June 30, 2001
		Current				Long-term				Current				Long-term				Current				Long-term				Current				Long-term
		Assets				Assets				Liabilities				Liabilities				Assets				Assets				Liabilities				Liabilities
Natural gas		$	293,778			$	107,115			$	269,041			$	91,723			$	367,352			$	107,103			$	348,712			$	100,416
Electric			1,253,105				578,397				1,157,615				494,177				5,413,802				1,120,033				5,313,165				1,030,855
Emission allowances			—				—				—				—				611				—				69				—
Total		$	1,546,883			$	685,512			$	1,426,656			$	585,900			$	5,781,765			$	1,227,136			$	5,661,946			$	1,131,271

The weighted average term of Avista Energy’s natural gas and related derivative commodity instruments as of June 30, 2001 was approximately six months. The weighted average term of Avista Energy’s electric derivative commodity instruments as of June 30, 2001 was approximately six months. The change in the estimated fair value position of Avista Energy’s energy commodity portfolio, net of the reserves for credit and market risk, from December 31, 2000, to June 30, 2001 was an increase of $2.9 million and is included in the Consolidated Statements of Income in operating revenues.

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NOTE 3. FINANCINGS

Reference is made to the information relating to financings and borrowings as discussed under the caption “Liquidity and Capital Resources” in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

NOTE 4. EARNINGS (LOSS) PER COMMON SHARE

The computation of basic and diluted earnings (loss) per common share is as follows (in thousands, except per share amounts):

		Three Months Ended								Six Months Ended
		June 30								June 30
		2001				2000				2001				2000
Net income (loss)		$	22,725			$	(21,493	)		$	52,128			$	(10,968	)
Less: Preferred stock dividends			608				608				1,216				22,518
Income (loss) available for common stock		$	22,117			$	(22,101	)		$	50,912			$	(33,486	)
Weighted-average number of common shares outstanding-basic			47,372				47,113				47,305				44,205
Restricted stock *			6				—				6				—
Stock options *			114				—				41				—
Weighted-average number of common shares outstanding-diluted			47,492				47,113				47,352				44,205
Earnings (loss) per common share, Basic and Diluted		$	0.47			$	(0.47	)		$	1.08			$	(0.76	)

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*

Due to losses during the three and six months ended June 30, 2000, the common stock equivalents from outstanding restricted stock and stock options are not included in the calculations for the weighted-average number of common shares outstanding for diluted earnings (loss) per common share because the effect is antidilutive.

NOTE 5. COMMITMENTS AND CONTINGENCIES

The Company believes, based on the information presently known, that the ultimate liability for the matters discussed in this note, individually or in the aggregate, taking into account established accruals for estimated liabilities, will not be material to the consolidated financial position of the Company, but could be material to results of operations or cash flows for a particular quarter or annual period. No assurance can be given, however, as to the ultimate outcome with respect to any particular issue.

Securities Litigation

On July 27, 2000, John Bain filed a lawsuit in the U.S. District Court for the Eastern District of Washington against the Company and Thomas M. Matthews, the former Chairman of the Board, President and Chief Executive Officer of the Company, and Jon E. Eliassen, a Senior Vice President and the Chief Financial Officer of the Company. On August 2, 2000, Wei Cao and William Dalton filed separate lawsuits in the same Court against the Company and Mr. Matthews. On August 7, 2000, Martin Capetz filed a lawsuit in the same Court against the Company, Mr. Matthews and Mr. Eliassen. On November 9, 2000, the court entered an order consolidating the cases, appointing the lead stockholder-plaintiff, and appointing lead stockholders-plaintiffs’ counsel to prosecute the litigation. On February 13, 2001, plaintiffs filed their First Amended and Consolidated Class Action Complaint asserting claims on behalf of a purported class of persons who purchased Company common stock during the period April 14, 2000, through June 21, 2000. In their consolidated complaint, plaintiffs asserted violations of Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, arising out of various alleged misstatements and omissions in the Company’s Annual Report on Form 10-K for the year 1999, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, and in other information made publicly available by the Company, and, further, claimed that plaintiffs and the purported class suffered damages as a result thereof. Such alleged misstatements and omissions were claimed to relate to the Company’s trading activities in wholesale energy markets, the Company’s risk management policies and procedures with respect thereto, and the Company’s trading losses in the second quarter of 2000. The plaintiffs requested, among other things, compensatory damages in unspecified amounts and other relief as the Court may deem proper. On March 29, 2001, the Company filed a Motion to Dismiss the Consolidated Complaint, which

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was granted by the Court on June 14, 2001 without prejudice to allow the plaintiffs the opportunity to amend the complaint to seek to cure the deficiencies identified by the Court.

In October 2000, the staff of the Securities and Exchange Commission requested certain information and documentation from the Company regarding Avista Utilities’ wholesale trading activities and its risk management policies and procedures with respect thereto. The Company complied with this request.

Commodity Futures Trading Commission Investigation

Avista Energy and several of its former employees were subjected to an investigation by the Commodity Futures Trading Commission (CFTC) into futures trading of certain Palo Verde and California Oregon Border electricity futures contracts traded on the New York Mercantile Exchange on four separate dates in 1998. The CFTC’s Division of Enforcement (Division) recommended to the CFTC Commissioners that Avista Energy and several of its former employees be charged with manipulation, attempted manipulation and other charges in connection with trading on those four dates. Avista Energy has submitted to the Division an offer of settlement, in which it neither admits nor denies the allegations and agrees to a fine of $2.1 million and a cease and desist order. Avista Energy believes that this settlement offer will be accepted by the CFTC, and the monetary penalties provided for therein were fully accrued for as of June 30, 2001.

State of Washington Business and Occupation Tax

The State of Washington’s Business and Occupation Tax applies to gross revenue from business activities. For most types of business, the tax applies to the gross sales price received for goods or services. For certain types of financial trading activities, including the sale of stocks, bonds and other securities, the tax applies to the realized gain from the sale of the financial asset. On an audit for the years 1997 through June 2000, the Department of Revenue (DOR) took the position that approximately 20% of the energy futures trades of Avista Energy should not be treated as securities trades, but rather as energy deliveries. As a result, the DOR applied tax against the gross sales price of the energy contracts at issue. Avista Energy subsequently received an assessment of $14.5 million for tax and interest related to the disputed issue. It is the position of Avista Energy that all of its futures trading activities are substantively the same and there is no proper basis for the distinction made by the DOR. An administrative appeal has been filed with the DOR and a hearing on the issue is scheduled for September 11, 2001. Avista Energy is prepared to seek relief in the Washington courts if a satisfactory determination is not received.

Hamilton Street Bridge Site

A portion of the Hamilton Street Bridge Site in Spokane, Washington, (including a former coal gasification plant site which operated for approximately 60 years until 1948) was acquired by the Company through a merger in 1958. The Company no longer owns the property. Initial core samples taken from the site indicate environmental contamination at the site. On January 15, 1999, the Company received notice from the State of Washington’s Department of Ecology (DOE) that it had been designated as a potentially liable party (PLP) with respect to any hazardous substances located on this site, stemming from the Company’s past ownership of the former gas plant site. In its notice, the DOE stated that it intended to complete an on-going remedial investigation of this site, complete a feasibility study to determine the most effective means of halting or controlling future releases of substances from the site, and to implement appropriate remedial measures. The Company responded to the DOE acknowledging its listing as a PLP, but requested that additional parties also be listed as PLPs. In the spring of 1999, the DOE named two other parties as additional PLPs.

An Agreed Order was signed by the DOE, the Company and Burlington Northern & Santa Fe Railway Co. (another PLP) on March 13, 2000 that provided for the completion of a remedial investigation and a feasibility study. The work to be performed under the Agreed Order includes three major technical parts: completion of the remedial investigation; performance of a focused feasibility study; and implementation of an interim groundwater monitoring plan. During the second quarter of 2000, the Company received comments from the DOE on its initial remedial investigation, then submitted another draft of the remedial investigation, which has been accepted as final by the DOE. The Company also received comments from the DOE pertaining to the feasibility study, which outlines cleanup alternatives. Another feasibility study, which responded to the DOE comments, was submitted to the DOE on October 13, 2000. The Company received final comments and submitted another draft of the feasibility study in November of 2000, which was accepted. The public comment period ran from December 15, 2000 through January 18, 2001. The Company has agreed to most of the provisions of the draft Cleanup Action Plan (CAP) issued by the

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DOE on June 28, 2001. The Company’s portion of the costs associated with the CAP is not material to the statements of income and has been accrued for in the consolidated balance sheet.

Sale of Certain Pentzer Corporation (Pentzer) Subsidiaries

On February 26, 2001, IDX Corporation, formerly known as Store Fixtures Group, Inc., filed a complaint against Pentzer in the United States District Court for the District of Massachusetts, alleging breach of contract and negligent misrepresentation relating to a stock purchase agreement. Pursuant to this agreement, Pentzer sold the capital stock of a group of companies on August 31, 1999. Plaintiff alleges that Pentzer breached various representations and warranties concerning financial statements and inventory, contending that reliance on such representations and warranties caused them to pay more for the group of companies than they were worth. In total, plaintiff claims damages in the approximate amount of $9 million. Pentzer has retained legal counsel and intends to vigorously defend against this action.

On April 7, 2000, Creative Solutions Group, Inc. and Form House Holdings, Inc. filed a complaint against Pentzer in the United States District Court for the District of Massachusetts, alleging misrepresentations and breach of representations and warranties made under a stock purchase agreement. Pursuant to this agreement, Pentzer sold the capital stock of a group of companies on March 31, 1999. Plaintiffs allege that Pentzer breached various representations and warranties concerning financial statements, cost of goods sold and inventory, contending that reliance on such representations and warranties caused them to pay more for the group of companies than they were worth. In total, plaintiffs allege damages in the approximate amount of $27 million. Pentzer has retained legal counsel and intends to vigorously defend against this action.

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AVISTA CORPORATION

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is provided for the consolidated financial condition and results of operations of Avista Corporation (Avista Corp. or the Company), which includes its subsidiaries. This discussion focuses on significant factors concerning the Company’s financial condition and results of operations and should be read along with the consolidated financial statements.

Avista Corp. Lines of Business

Avista Corp. operates as an energy, information and technology company with a regional utility operation and subsidiary operations located in the Pacific Northwest. The Company’s operations are organized into four lines of business — Avista Utilities, Energy Trading and Marketing, Information and Technology, and Avista Ventures and Other. Avista Utilities, which is an operating division of Avista Corp. and not a separate entity, represents the regulated utility operations. Avista Capital, a wholly owned subsidiary of Avista Corp., owns all of the subsidiary companies engaged in the other lines of business.

Avista Utilities is responsible for electric generation, production, and transmission, and electric and natural gas distribution services. Avista Utilities owns and operates eight hydroelectric projects, a wood-waste fueled generating station and two natural gas-fired combustion turbine (CT) generating units. It also owns a 15% share in a two-unit coal-fired generating facility and leases and operates two additional natural gas-fired CT generating units. These facilities have a total net capability of approximately 1,470 megawatts, of which 65% is hydroelectric and 35% is thermal. In addition, Avista Utilities has a number of long-term power purchase and exchange contracts that increase its available resources.

Avista Utilities sells and purchases electric capacity and energy to and from utilities and other entities under firm long-term contracts having terms of more than one year in the wholesale market. In addition, Avista Utilities engages in short-term sales and purchases in the wholesale market as part of an economic selection of resources to serve its retail and firm wholesale loads. Avista Utilities makes continuing projections of (1) future retail and firm wholesale loads based on, among other things, forward estimates of factors such as customer usage and weather as well as historical data and contract terms and (2) resource availability based on, among other things, estimates of streamflows, generating unit availability, historic and forward market information and experience. On the basis of these continuing projections, Avista Utilities makes purchases and sales of energy on a quarterly, monthly, daily and hourly basis to match actual resources to actual energy requirements and to sell any surplus at the best available price.

During a year having normal water conditions, Avista Utilities would expect to have generating capability from its hydroelectric resources (both owned and under contract) of approximately 554 average megawatts (aMW). In a “critical water” year (defined by the Northwest Power Pool as the worst water conditions on record), Avista Utilities would expect hydroelectric capability of 404 aMW, 150 aMW below normal. Projected average hydroelectric capability for the year 2001 is 360 aMW, which is 194 aMW below normal and the lowest level in the 73 years in which records have been kept.

Developments in wholesale energy markets, compounded by deteriorating availability of hydroelectric resources, have had an adverse effect on Avista Corp.’s financial condition and results of operations. See “Developments in Wholesale Energy Markets” and “Results of Operations.”

The Energy Trading and Marketing line of business excludes the regulated utility operations, Avista Utilities, and is comprised of Avista Energy, Inc. (Avista Energy) and Avista Power, LLC (Avista Power). Avista Energy is an electricity and natural gas marketing and trading business, operating primarily in the Western Systems Coordinating Council (WSCC), which is comprised of the eleven Western states. Avista Power was formed to develop and own generation assets. It has recently been decided that Avista Power will no longer pursue the development of additional new, non-regulated, generation projects. During the second quarter of 2001 Avista Capital terminated its partnership, Avista-STEAG, LLC, a joint venture between Avista Capital and STEAG AG, a German independent power producer, originally formed for the purpose of jointly developing electric generating assets.

The Information and Technology line of business is comprised of Avista Advantage, Inc. (Avista Advantage), Avista Laboratories, Inc. (Avista Labs) and Avista Communications, Inc. (Avista Communications). Avista Advantage is a business-to-business e-commerce portal that provides a variety of energy-related products and services to

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AVISTA CORPORATION

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commercial and industrial customers in North America. Its primary product lines include consolidated billing, resource accounting, energy analysis, load profiling and maintenance and repair billing services. Avista Labs is in the process of developing Proton Exchange Membrane (PEM) fuel cells for power generation at the site of the consumer or industrial user and fuel cell components. See Item 5. Other Information for additional details. Avista Communications is an Integrated Communications Provider (ICP) providing local dial tone, data transport, internet services, voice messaging and other telecommunications services to under-served communities in the Northwestern United States. Avista Corp. intends to limit its future investment in the telecommunications business and is searching for additional business partners for Avista Communications.

The Avista Ventures and Other line of business includes Avista Ventures, Inc. (Avista Ventures), Avista Capital (parent company only amounts) and several other minor subsidiaries. This line of business is responsible for investing in business opportunities that have potential value in the lines of business in which the Company is already involved.

DEVELOPMENTS IN WHOLESALE ENERGY MARKETS

Avista Utilities — Regulatory Matters

Beginning in the second quarter of 2000, the price of power and natural gas in the Western wholesale market increased considerably and became much more volatile. While prices decreased somewhat during the second quarter of 2001, the wholesale markets remain volatile. Federal and state officials, including the Federal Energy Regulatory Commission (FERC), the California Public Utility Commission and the Attorneys General of California, Oregon and Washington, have commenced reviews to determine the causes of the changes in the wholesale energy markets to develop legal and regulatory remedies to address alleged market failures or abuses and large defaults by certain parties in California.

On August 9, 2000, the WUTC approved Avista Utilities’ request for deferred accounting treatment for certain power costs related to increases in short-term power prices beginning July 1, 2000 through June 30, 2001. The specific power costs deferred include the changes in power costs to Avista Utilities from the costs included in base retail rates, resulting from changes in short-term wholesale market prices, changes in the level of hydroelectric generation and changes in the level of thermal generation (including changes in fuel prices). The deferrals each month are calculated as the difference between the actual costs to Avista Utilities associated with these three power cost components, and the level of costs included in Avista Utilities’ base retail rates. The power costs deferred are related solely to the operation of Avista Utilities’ system resources to serve its system retail and wholesale load obligations.

On January 24, 2001, the WUTC approved a modification to the deferral mechanism to recover power supply costs associated with meeting increased retail and wholesale system load requirements, effective December 1, 2000. The approval of the modification was conditioned on Avista Utilities filing by March 20, 2001 a proposal addressing the prudence of the incurred power costs, the optimization of Company-owned resources to the benefit of retail customers and the appropriateness of recovery of power costs through a deferral mechanism. This proposal was also to address cost of capital offsets to recognize the shift in risk from shareholders to ratepayers and Avista Utilities’ plan to mitigate the deferred power costs.

On May 23, 2001, the WUTC approved a settlement agreement reached among Avista Corp., the staff of the WUTC and other parties with respect to deferred power costs. The agreement, among other things, provides for the extension of Avista Corp.’s deferral accounting mechanism through February 2003. Due to the planned addition of generating resources as well as the expiration of certain long-term power sale agreements, Avista Utilities, at the time of the settlement agreement, expected to be in a power surplus position by the middle of 2002. The agreement was based, in part, on the expectation that Avista Utilities’ profits from surplus power sales would offset the power cost deferral balance, reducing the balance to zero by the end of February 2003 without any price increase to retail customers. These expectations were based on assumptions as to a number of variables including, but not limited to, streamflow conditions, thermal plant performance, level of retail loads, wholesale market prices and the amount of additional generating resources. Avista Utilities reserved the right to alter, amend, or terminate the settlement agreement as well as the right to seek interim rate relief. As discussed below, subsequent events and conditions have changed Avista Utilities’ original expectations and plans.

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On June 18, 2001, the FERC issued an order adopting a price mitigation plan applicable to certain wholesale power sales in California and throughout the western United States during the period June 20, 2001 through September 30, 2002. The order applies to pre-schedule (day-ahead) and real-time (hour-ahead) transactions in the western United States. In general terms, when operating reserves fall below 7% in California and the California Independent System Operator (CalISO) calls a Stage 1 alert, the market price is capped at the operating cost of the highest cost unit in operation during the Stage 1 condition. The price during non-Stage 1 periods is based on 85% of the price established during the most recent Stage 1 alert. Sellers that do not wish to establish rates on the basis of this price mitigation plan may propose cost-of-service rates covering all of their generating units in the Western Systems Coordinating Council for the duration of the mitigation plan. Since the issuance of the FERC price mitigation plan, wholesale market prices in the West have decreased. The decrease in price has affected Avista Utilities’ plan for recovery of deferred power costs through future surplus power sales as discussed below.

In response to the dramatically reduced availability of hydroelectric generation as discussed above, Avista Utilities has been required to make additional fixed price purchases of energy to meet its retail and firm wholesale load requirements for 2001 on the higher cost short-term wholesale market. Due to the shortage of hydroelectric generation in 2001, Avista Utilities is in the process of placing small diesel and natural gas-fired generators into operation at four sites in its service territory. These generation projects will add a total of 63 megawatts and will reduce the need to rely on power purchased in the wholesale market to meet retail customer demand. Site and emission permits are required prior to the facilities’ operations.

During June and the first part of July 2001, Avista Utilities evaluated the effect of the recent decline in wholesale market prices and the FERC price mitigation plan on its ability to recover deferred power cost balances under the settlement agreement approved by the WUTC on May 23, 2001 and the continuing power cost adjustment (PCA) mechanism for Idaho customers approved by the IPUC. The combination of low hydroelectric availability, the cost of energy and capacity under forward contracts entered during a period of high wholesale prices to meet customer demand for 2001, the recent decline in forward wholesale prices and the FERC price mitigation plan have increased current and estimated future deferred costs to levels significantly higher than originally anticipated and significantly reduced the expected value from future surplus sales of energy. As such, Avista Utilities has determined that the plan for recovery of deferred cost balances, as contemplated in the May 23, 2001 settlement agreement with the WUTC and the existing PCA with the IPUC, is not feasible.

Accordingly, on July 18, 2001 Avista Utilities filed requests with the WUTC and IPUC for the approval of an electric energy surcharge of 36.9 percent in Washington and a PCA increase of 14.7 percent in Idaho. If the proposed rate increases are approved by the WUTC and the IPUC, Avista Utilities estimates that revenues would increase by $105.3 million per year. However, there would be no impact on net income as this increased revenue would only be a cash recovery of deferred power costs. As of June 30, 2001, Avista Utilities had deferred $142.7 million in costs for energy purchased on the wholesale market that has not been recovered in rates. The deferred energy costs would continue to grow and are projected to reach at least $265 million by December 31, 2001 unless the requested rate changes are granted. If approved as requested the surcharge and the PCA increase would become effective on September 15, 2001 and continue until December 31, 2003, but could be terminated earlier if deferred cost balances were reduced to zero before that date. Avista Utilities expects that, if the surcharge and PCA increase are granted as requested and were allowed to remain in affect, Avista Utilities’ deferred cost balances would be reduced to zero by December 31, 2003. This expectation is based on a variety of assumptions, including wholesale energy prices remaining at or near current forward market prices as well as a return to average hydroelectric availability.

The Washington electric energy surcharge would be subject to refund or modification should it be subsequently determined Avista Utilities does not demonstrate the prudence of the incurred power costs, the optimization of Avista Utility-owned resources to the benefit of retail customers and the appropriateness of recovery of power costs through a deferral mechanism. In its request to the WUTC, Avista Utilities committed to file a general rate case in November 2001. That proceeding would address, in addition to the issues referred to above, the regulatory treatment of the Coyote Springs 2 project, various power supply issues previously raised by the WUTC, a long-term period power cost adjustment mechanism to be proposed by Avista Utilities, as well as other issues customarily addressed in general rate cases, including whether or not the total rates are just and reasonable.

On July 6, 2001, Avista Utilities filed requests for a purchased gas cost adjustment (PGA) with the WUTC and the IPUC. The Washington PGA was approved by the WUTC on August 8, 2001 and became effective on August 9, 2001. The PGA filing requests an overall increase of 12.2 percent in Washington and 11.5 percent in Idaho and primarily reflects increases during the past year in the cost of natural gas in the wholesale market. The amount of purchased gas costs above the amount embedded in retail rates have been deferred and totaled $65 million as of June 30, 2001 in Washington and Idaho. Avista Utilities estimates the proposed rate increases would increase revenues

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by $24.6 million per year. However, there will be no impact on net income as deferred natural gas costs are amortized to offset this increase in revenues.

On July 25, 2001, the FERC issued an order related to the “California Energy Crisis” (see description below) which also directs that a separate preliminary evidentiary proceeding will commence to explore issues in the Pacific Northwest. The proceedings will determine whether there were excessive charges for spot market sales in the Pacific Northwest in the period December 25, 2000 to June 20, 2001, and whether there is sufficient factual basis for the FERC to take further action. The Pacific Northwest proceedings commenced on August 1, 2001 and the FERC has ordered that it be completed within 45 days of the July 25 order.

California Energy Crisis

In addition to energy issues directly impacting the Company, Avista Utilities and Avista Energy are also directly and indirectly involved with issues surrounding the “California Energy Crisis.”

California’s two largest utilities, Southern California Edison (SCE) and Pacific Gas & Electric Company (PG&E), defaulted on several hundred million dollars of payment obligations owed to various creditors in the first quarter of 2001. The PG&E and SCE defaults resulted in subsequent defaults by the California Power Exchange (CalPX), CalISO and Automated Power Exchange (APX). The latter three parties have defaulted on their payment obligations to Avista Energy. On March 10, 2001, the CalPX filed in the U.S. Bankruptcy Court for the Central District of California a voluntary petition under Chapter 11 of the bankruptcy code. The Bankruptcy Court has appointed Avista Energy and other market participants to a Creditors Committee to participate in the CalPX bankruptcy proceedings.

The Governor of California invoked emergency executive powers to seize certain power contracts (called “block forward contracts”) between the CalPX and, respectively, PG&E and SCE after PG&E’s and SCE’s defaults. The block forward contracts would have been significant assets of the CalPX bankruptcy estate if they had not been so removed by the Governor. The CalPX initiated a claim to the Victim Compensation and Government Claims Board of the State of California for compensation related to the seized block forward contracts. The Creditors Committee and the CalPX have agreed that the Creditors Committee will assume control over the Victims Compensation claim (which has been filed and deemed to be rejected because of inaction) and various other litigation on behalf of the CalPX, the CalPX bankruptcy estate and the market participants. On July 20, 2001, the Creditors Committee filed suit against the State of California related to the seized block forward contracts. At this time, it is not possible to predict the timing or outcome of this claim against the State of California.

The CalPX began levying backcharges in January 2001 by withholding amounts payable to participants and invoicing additional amounts. On February 9, 2001, Avista Energy obtained a Temporary Restraining Order (TRO) in Federal Court in the Central District of California, suspending the backcharges. On March 5, 2001, the Court issued a preliminary injunction that continued the relief granted by the TRO and required the escrowing of amounts received by the CalPX. Avista Energy joined in a group of nine complainants filing with the FERC to: 1) take action to declare the backcharge practices to be contrary to the tariff’s purpose, 2) declare the backcharges to be inoperable because of the removal of the SCE and PG&E block forward contracts, and 3) invoke jurisdiction over the CalPX in winding up its affairs. On April 6, 2001, the FERC issued its order granting a permanent bar from the backcharge practice and ruled the prior backcharges to be invalid. The FERC has been asked to clarify the treatment of previously paid backcharges by any CalPX participants.

On April 6, 2001, PG&E filed in the U.S. Bankruptcy Court for the Central District of California a voluntary petition under Chapter 11 of the bankruptcy code. PG&E is a significant debtor to the CalPX and the CalISO which, as described above, have defaulted on obligations to Avista Energy. None of Avista Corp.’s business units is owed obligations directly by PG&E. Avista Energy is actively engaged in the PG&E bankruptcy proceedings to further protect its interests in the CalPX and CalISO debts. As of June 30, 2001, Avista Energy’s accounts receivable related to defaulting parties in California, net of reserves, were approximately $7.8 million.

In response to numerous complaints and requests for relief filed by California utilities and customers, the FERC issued an order on August 23, 2000 initiating hearing proceedings under section 206 of the Federal Power Act (FPA) to address matters affecting bulk power markets and wholesale energy prices (including volatile price fluctuations) in California. On November 1, 2000 the FERC proposed specific remedies to address dysfunctions in California’s wholesale bulk markets and to ensure just and reasonable wholesale power rates by public utility sellers in

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California. Some parties to that litigation requested refunds from sellers of electric power for past transactions. The FERC denied this request for sales prior to October 2, 2000. The FERC held that sales made after October 2, 2000 are subject to refund, with the level and extent of any refund to be determined in future orders. On April 26, 2001, the FERC issued a price mitigation order that affected CalISO spot market prices during times of power shortages (reserve margins falling below 7% as determined by the CalISO). On June 18, 2001 the FERC expanded its price mitigation plan for the California spot market to 24 hours a day, seven days a week and broadened the price curbs to the eleven state Western region. These orders, and others that are likely to follow, may result in significant restructuring of the California and Western power markets and may result in changes in the methods, terms and conditions by which Avista Energy and Avista Utilities carry out electric power transactions.

Also in the June 18, 2001 price mitigation order, the FERC directed a 15-day settlement conference under the jurisdiction of a FERC administrative law judge, which commenced on June 25, 2001 to complete the task of settling past accounts and structuring new arrangements for California’s energy future. The FERC directed that if no settlement were reached, the administrative law judge would recommend appropriate actions to be taken by the FERC within seven days of the close of the settlement discussions. The June 25, 2001 to July 9, 2001 settlement conference did not result in a settlement among the parties. Therefore, as directed, the administrative law judge reported several recommendations to the FERC on July 12, 2001. On July 25, 2001, the FERC issued an order to commence a fact-finding hearing to determine amounts to be refunded for certain sales, which are defined as covering the period from October 2, 2000 to June 20, 2001 in the California spot market operated by the CalISO and the CalPX. The July 25 order also provides that any refunds owed could be offset against unpaid energy debts due to the same party.

The Company is evaluating the impact of the July 25, 2001 FERC order and can not estimate its effects on Avista Utilities and Avista Energy at this time.

RESULTS OF OPERATIONS

Overall Operations

Three months ended June 30, 2001 compared to the three months ended June 30, 2000

Net income available for common stock was $22.1 million for the three months ended June 30, 2001, compared to a net loss of $22.1 million in the three months ended June 30, 2000. The increase is primarily due to net income available for common stock of $9.5 million recorded by Avista Utilities for the three months ended June 30, 2001 compared to a net loss of $62.6 million for the three months ended June 30, 2000. Avista Utilities’ net loss for the three months ended June 30, 2000 was primarily due to unprecedented sustained peaks in electric energy prices compounded by a wholesale short position. The increase in net income for Avista Utilities was partially offset by decreases in net income for the other lines of business.

The Energy Trading and Marketing line of business had net income of $25.9 million for the three months ended June 30, 2001 compared to net income of $47.3 million for the comparable period of 2000. Although net income decreased from the quarter one year ago, Avista Energy continued to benefit from a well-positioned portfolio of energy-related assets in the volatile Pacific Northwest and western energy markets. The primary reason for the decrease in net income was a decrease in the change in the fair value position of Avista Energy’s energy commodity portfolio, net of reserves for credit and market risk.

The Information and Technology line of business incurred a net loss of $9.0 million for the three months ended June 30, 2001 compared to a net loss of $6.2 million for the three months ended June 30, 2000 as these businesses continued to grow their operations. The Avista Ventures and Other line of business incurred a net loss of $4.3 million for the three months ended June 30, 2001 compared to a net loss of $0.5 million for the three months ended June 30, 2000.

Basic and diluted earnings per share were $0.47 for the three months ended June 30, 2001 compared to a net loss of $0.47 per basic and diluted share for the three months ended June 30, 2000. Avista Utilities contributed $0.20 per share in 2001 compared to a net loss of $1.33 per share for the three months ended June 30, 2000. The Energy Trading and Marketing operations contributed $0.55 per share for the three months ended June 30, 2001 compared to a contribution of $1.00 per share for the same period in 2000. The Information and Technology operations had a net loss of $0.19 per share for the three months ended June 30, 2001 compared to a net loss of $0.13 per share for the comparable period of 2000. The Avista Ventures and Other operations recorded a loss of $0.09 per share for the

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three months ended June 30, 2001 compared to a net loss of $0.01 per share for the three months ended June 30, 2000.

Six months ended June 30, 2001 compared to the six months ended June 30, 2000

Net income available for common stock was $50.9 million for the six months ended June 30, 2001, compared to a net loss of $33.5 million in the six months ended June 30, 2000. The increase is primarily due to net income available for common stock of $22.0 million recorded by Avista Utilities for the six months ended June 30, 2001 compared to a net loss of $64.7 million for the six months ended June 30, 2000. Avista Utilities’ net loss for the six months ended June 30, 2000 was primarily due to unprecedented sustained peaks in electric energy prices compounded by a wholesale short position. The loss for the six months ended June 30, 2000 was also due in part to the conversion of all outstanding shares of Series L Preferred Stock into shares of common stock, which resulted in a one-time charge of $21.3 million for preferred stock dividend requirements. The other major part of the increase in 2001 was net income of $53.0 million recorded by the Energy Trading and Marketing line of business for the six months ended June 30, 2001 compared to net income of $43.8 million for the six months ended June 30, 2000. Avista Energy continues to benefit from a well-positioned portfolio of energy-related assets in the volatile Pacific Northwest and western energy markets.

The Information and Technology line of business incurred a net loss of $16.7 million for the six months ended June 30, 2001 compared to a net loss of $11.9 million for the six months ended June 30, 2000. The Avista Ventures and Other line of business incurred a net loss of $7.4 million for the six months ended June 30, 2001 compared to a net loss of $0.6 million for the six months ended June 30, 2000.

Basic and diluted earnings per share were $1.08 for the six months ended June 30, 2001 compared to a net loss of $0.76 per basic and diluted share for the six months ended June 30, 2000. Avista Utilities contributed $0.46 per share in 2001 compared to a net loss of $1.46 per share for the six months ended June 30, 2000. The Energy Trading and Marketing operations contributed $1.12 per share for the six months ended June 30 2001 compared to a contribution of $0.99 per share for the same period in 2000. The Information and Technology operations had a net loss of $0.35 per share for the six months ended June 30, 2001 compared to a net loss of $0.27 for the comparable period of 2000. The Avista Ventures and Other operations recorded a loss of $0.15 per share for the six months ended June 30, 2001 compared to a net loss of $0.02 per share for the six months ended June 30, 2000.

Avista Utilities

Three months ended June 30, 2001 compared to the three months ended June 30, 2000

Avista Utilities’ pre-tax income from operations was $34.5 million for the three months ended June 30, 2001 compared to a loss of $92.0 million for the three months ended June 30, 2000. This increase was primarily due to a decrease in resource costs and the resulting increase in gross margin. Avista Utilities’ operating revenues decreased by $1.7 million and resource costs decreased $130.5 million resulting in an increase of $128.8 million in gross margin for the three months ended June 30, 2001 as compared to 2000.

Based on views of streamflows, historic market prices and energy availability in the second quarter of 2000, Avista Utilities entered into contracts and sold call options for fixed-price power for delivery without making matching purchases at the same time. Avista Utilities also made certain short-term sales at fixed prices that were offset by purchases at prices indexed to the market price at the time of delivery. Certain of these wholesale trading positions were outside normal operating guidelines. Avista Utilities was required to buy additional power not only to meet its obligations to its retail and long-term wholesale customers, but also to cover its wholesale trading positions. An orderly process to complete the necessary power purchases was impeded by the rapid escalation of market prices and lack of liquidity in the power markets during the second quarter of 2000. These purchases were made at fixed prices significantly higher than the related selling prices and at index, which settled at unprecedented levels in June 2000. The pricing of these purchases caused the majority of Avista Utilities’ loss for the three months ended June 30, 2000.

Retail electric revenues increased $0.2 million for the three months ended June 30, 2001 from the comparable period of 2000. Wholesale electric revenues decreased $26.6 million, or 14%, while wholesale sales volumes decreased 65% during the three months ended June 30, 2001 from 2000, reflecting average sales prices that were 145% higher for wholesale power sales. Wholesale sales volumes decreased from the quarter one year ago due to management’s decision in mid-2000 to reduce power imbalance volume limits (the difference between projected load obligations

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and projected resource availability). This decision was based on the emergent market price volatility, and Avista Utilities’ strategy to focus primarily on energy transactions necessary to efficiently manage power resources to meet retail customer loads and wholesale obligations. The extent of future wholesale transactions will be determined based on resource additions or changes and load obligations and contract commitments.

Natural gas revenues increased $23.5 million for the three months ended June 30, 2001 from 2000 due to increased prices approved by state commissions to recover increased natural gas costs and increased therm sales, primarily due to customer growth and increased usage due to weather.

Power purchased during the three months ended June 30, 2001 decreased $54.5 million compared to the three months ended June 30, 2000 primarily due to decreased non-firm wholesale power purchases. As previously discussed, Avista Utilities decreased wholesale electric sales from 2000 to 2001, reducing the amount of non-firm wholesale power purchases. Average purchased power prices for the three months ended June 30, 2001 were 107% higher than for the three months ended June 30, 2000; however, volumes purchased decreased 62%.

During the three months ended June 30, 2001 Avista Utilities deferred $50.5 million in power costs in Washington and $22.2 million in Idaho under the power cost adjustment mechanism currently in place. The total balance of deferred power costs was $109.4 million for Washington and $33.3 million for Idaho as of June 30, 2001. See description of issues related to deferred power costs in the section “Developments in Wholesale Energy Markets.” Avista Utilities will only be able to recover these balances of deferred costs in the amounts, and at the times, authorized by the respective state commissions. Avista Utilities has a power cost adjustment mechanism in Idaho which allows it to modify electric rates to recover or rebate a portion of the difference between actual and allowed net power supply costs. On July 18, 2001, Avista Utilities filed for the approval of an electric surcharge in Washington and a PCA increase in Idaho to recover these deferred power costs.

The cost of fuel for generation for the three months ended June 30, 2001 increased $16.3 million compared to the three months ended June 30, 2000 primarily due to an increase in combustion turbine plant generation and partially due to the increased cost of natural gas for generation.

The expense for natural gas purchased for resale for the three months ended June 30, 2001 increased $10.7 million compared to the three months ended June 30, 2000 due to both the increased cost of natural gas and an increase in total therms sold.

Other resource costs for the three months ended June 30, 2001 decreased $39.9 million compared to the three months ended June 30, 2000. This decrease is primarily due to the $42.8 million of expense recorded for the mark-to-market of options during the three months ended June 30, 2000, which included a $16.0 million accrual for potential future losses.

Six months ended June 30, 2001 compared to the six months ended June 30, 2000

Avista Utilities’ pre-tax income from operations was $72.2 million for the six months ended June 30, 2001 compared to a loss of $44.4 million for the six months ended June 30, 2000. This increase was primarily due to an increase in operating revenues and a decrease in resource costs and the resulting increase in gross margin. Avista Utilities’ operating revenues increased $115.4 million and resource costs decreased $3.9 million resulting in an increase of $119.3 million in gross margin for the six months ended June 30, 2001 as compared to 2000.

The results for the six months ended June 30, 2000 were significantly impacted by the wholesale short position and the unprecedented sustained peaks in electric energy prices during the second quarter of 2000 discussed above.

Retail electric revenues decreased $7.2 million for the six months ended June 30, 2001 from the comparable period of 2000. This decrease was primarily due to refunds to customers in January 2001 from the gain on the sale of Avista Utilities’ interest in the Centralia thermal generation plant, which was sold in May 2000. Wholesale electric revenues increased $58.2 million, or 19%, while wholesale sales volumes decreased 58% during the six months ended June 30, 2001 from 2000, reflecting average sales prices that were 184% higher than the prior year. Wholesale sales volumes decreased due to management’s decision in mid-2000 to reduce power imbalance volume limits as discussed above.

Natural gas revenues increased $62.3 million for the six months ended June 30, 2001 from 2000 due to increased

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prices approved by state commissions to recover increased natural gas costs and increased therm sales, primarily due to customer growth and increased usage due to weather.

Power purchased during the six months ended June 30, 2001 increased $69.8 million, or 18% compared to the six months ended June 30, 2000 primarily due to the increased cost of power purchases. Average purchased power prices for the six months ended June 30, 2001 were 128% higher than for the six months ended June 30, 2000; however, volumes purchased decreased 48% which mitigated the effect of the increase in the cost of power. The decrease in the volume of purchased power was primarily the result of decreases in the volume of wholesale electric sales.

During the six months ended June 30, 2001 Avista Utilities deferred $71.3 million in power costs in Washington and $30.3 million in Idaho under the power cost adjustment mechanism currently in place. The total balance of deferred power costs was $109.4 million for Washington and $33.3 million for Idaho as of June 30, 2001. See description of issues related to deferred power costs in the section “Developments in Wholesale Energy Markets.” Avista Utilities will only be able to recover these balances of deferred costs in the amounts, and at the times, authorized by the respective state commissions. On July 18, 2001, Avista Utilities filed for the approval of an electric surcharge in Washington and a PCA increase in Idaho to recover these deferred power costs.

Additionally, Avista Utilities has deferred, net of amortization, $33.8 million of purchased natural gas costs during the six months ended June 30, 2001 and total deferred natural gas costs were $76.7 million as of June 30, 2001. On July 6, 2001, the Company filed requests for a purchased gas cost adjustment with the WUTC and the IPUC in order to recover a significant portion of the deferred natural gas costs related to Washington and Idaho natural gas purchases. The Washington PGA was approved by the WUTC on August 8, 2001 and became effective on August 9, 2001.

The cost of fuel for generation for the six months ended June 30, 2001 increased $28.9 million compared to the six months ended June 30, 2000 primarily due to an increase in combustion turbine plant generation and partially due to the increased cost of natural gas for generation.

The expense for natural gas purchased for resale for the six months ended June 30, 2001 increased $84.6 million compared to the six months ended June 30, 2000 due to both the increased cost of natural gas and an increase in total therms sold.

The decrease in other resource costs of $58.6 million from 2000 is primarily due to the $43.7 million of expense recorded for the mark-to-market of options during 2000, which included a $16.0 million accrual for potential future losses.

As part of the strategy to manage the decrease in electric resources caused by the current poor hydroelectric conditions and volatile energy markets, Avista Utilities has implemented several buy-back and rebate programs for residential, commercial and industrial customers. The programs are designed to encourage conservation. Avista Utilities has acquired and is constructing several small generation projects throughout its service territory to help provide for retail customer demand. Additionally, construction is continuing on the 280 MW combined cycle natural gas turbine power plant at the Coyote Springs site near Boardman, Oregon. Ownership of the Coyote Springs plant will transfer from Avista Power to Avista Corp. during 2001 and the plant will begin operation as an asset of Avista Utilities, which is expected to be in mid-2002.

Energy Trading and Marketing

Energy Trading and Marketing includes the results of Avista Energy and Avista Power. Avista Energy maintains an energy trading portfolio that it marks to estimated fair market value on a daily basis (mark-to-market accounting), and which may cause earnings variability in the future. Market prices are utilized in determining the value of electric, natural gas and related derivative commodity instruments. For longer-term positions, in addition to market prices, a model based on forward price curves is also utilized.

Avista Energy trades electricity and natural gas, along with derivative commodity instruments, including futures, options, swaps and other contractual arrangements. Most transactions are conducted on a largely unregulated “over-the-counter” basis, there being no central clearing mechanism (except in the case of specific instruments traded on the commodity exchanges). As a result of these trading activities, Avista Energy is subject to various risks, including market risk, liquidity risk, commodity risk and credit risk. Although Avista Energy scaled back operations to focus

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primarily in the western United States during 2000, its trading operations continue to be affected by, among other things, volatility of prices within the electric energy and natural gas markets, the demand for and availability of energy, lower unit margins on new sales contracts, FERC order price caps and deregulation of the electric utility industry.

Three months ended June 30, 2001 compared to the three months ended June 30, 2000

Energy Trading and Marketing’s income available for common stock for the three months ended June 30, 2001 was $25.9 million, compared to $47.3 million for the three months ended June 30, 2000. Although net income decreased compared to the three months ended June 30, 2000 Avista Energy’s operations continued to be positively affected by a well-positioned portfolio of energy-related assets in the volatile Pacific Northwest and western energy markets. The primary reason for the decrease in net income was a decrease in the change in the fair value position of Avista Energy’s energy commodity portfolio, net of reserves for credit and market risk, for the three months ended June 30, 2001 compared to the three months ended June 30, 2000. The increase in the fair value position was $9.5 million for the three months ended June 30, 2001 compared to $34.0 million for the three months ended June 30, 2000.

Energy Trading and Marketing’s operating revenues and cost of sales increased $220.0 million and $260.8 million, respectively, for the three months ended June 30, 2001 over 2000 resulting in a decrease in gross margin. The increase in revenues and expenses is primarily the result of significantly higher prices as electric sales volumes of natural gas and electricity decreased by 18% and 53%, respectively, from the three months ended June 30, 2000. Consistent with the overall decrease in net income, the decrease in gross margin is primarily due to a decrease in the impact of the change in fair value of the energy commodity portfolio.

Avista Energy shut down its operations in Houston and Boston during the first half of 2000 resulting in an expense of $3.0 million during the three months ended June 30, 2000.

Six months ended June 30, 2001 compared to the six months ended June 30, 2000

Energy Trading and Marketing’s income available for common stock for the six months ended June 30, 2001 was $53.0 million, compared to $43.8 million for the six months ended June 30, 2000. Avista Energy’s operations continue to be positively affected by a well-positioned portfolio of energy-related assets in the volatile Pacific Northwest and western energy markets. Consistent with the quarterly effect, the change in the fair value of position of Avista Energy’s energy commodity portfolio decreased from $32.0 million for the six months ended June 30, 2000 to $2.9 million for the six months ended June 30, 2001.

Energy Trading and Marketing’s operating revenues and cost of sales increased $858.7 million and $853.4 million, respectively, for the six months ended June 30, 2001 over 2000, resulting in an increase in gross margin of $5.3 million. The increase in revenues and expenses is primarily the result of significantly higher prices as sales volumes decreased from the six months ended June 30, 2000.

Energy Trading and Marketing’s administrative and general expenses increased $9.3 million compared to the six months ended June 30, 2000 due to increased incentive compensation expenses at Avista Energy.

Expenses associated with the exit of operations in Houston and Boston during the first half of 2000 totaled $7.9 million for the six months ended June 30, 2000.

Energy Trading and Marketing’s total assets decreased $7.2 billion from December 31, 2000 to June 30, 2001 due to a decrease in total current and non-current energy commodity assets.

Information and Technology

The Information and Technology line of business includes the results of Avista Advantage, Avista Labs and Avista Communications. Consistent with its overall current business strategy, Avista Corp. is seeking additional partners for the Information and Technology line of business with a focus on generating shareholder value.

Three months ended June 30, 2001 compared to the three months ended June 30, 2000

The net loss available for common stock for the three months ended June 30, 2001 was $9.0 million, compared to a

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net loss of $6.2 million for the three months ended June 30, 2000. Operating revenues and expenses for this line of business increased $4.0 million and $8.5 million, respectively, during the three months ended June 30, 2001 over 2000, primarily due to growth in each of the individual businesses.

Six months ended June 30, 2001 compared to the six months ended June 30, 2000

The net loss available for common stock for the six months ended June 30, 2001 was $16.7 million, compared to a net loss of $11.9 million for the six months ended June 30, 2000. Operating revenues and expenses for this line of business increased $7.1 million and $15.1 million, respectively, during the six months ended June 30, 2001 over 2000, primarily due to growth in each of the individual businesses.

Avista Ventures and Other

The Avista Ventures and Other line of business includes the results of Avista Ventures, Avista Capital (parent company only amounts) and several other minor subsidiaries.

Three months ended June 30, 2001 compared to the three months ended June 30, 2000

The net loss available for common stock from this line of business was $4.3 million for the three months ended June 30, 2001, compared to a loss of $0.5 million in 2000. The increase in the net loss from 2000 is primarily a result of increased interest expense on intercompany borrowings between Avista Capital and Avista Corp. that is eliminated in the consolidated financial statements. Operating revenues and expenses from this line of business decreased $5.1 million and $2.1 million, respectively, during the three months ended June 30, 2001, as compared to 2000. The decrease in operating revenues and expenses reflects decreased activities in this line of business.

Six months ended June 30, 2001 compared to the six months ended June 30, 2000

The net loss available for common stock from this line of business was $7.4 million for the six months ended June 30, 2001, compared to a loss of $0.6 million in 2000. The increase in the net loss from 2000 is primarily a result of increased interest expense on intercompany borrowings between Avista Capital and Avista Corp. that is eliminated in the consolidated financial statements. Operating revenues and expenses from this line of business decreased $6.6 million and $6.2 million, respectively, during the six months ended June 30, 2001, as compared to 2000. The decrease in operating revenues and expenses reflects decreased activities in this line of business.

The Company expects to post earnings per share of between $1.10 and $1.20 per diluted share for the full year of 2001. These expectations are based on current streamflow and weather projections, anticipated purchased power prices and the continued ability to defer and recover excess purchased power costs. This estimate includes reduced Avista Utilities earnings because of extremely low hydroelectric conditions, offset by better than expected earnings from Avista Energy. Earnings estimates also reflect the continued support of the Company’s information and technology businesses. These projections are subject to a variety of risks and uncertainties that could cause actual results to differ from this estimate, including those described above and listed under “Safe Harbor for Forward Looking Statements.” See “Liquidity and Capital Resources” for additional information.

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LIQUIDITY AND CAPITAL RESOURCES

Overall Operations

Operating Activities     Operating activities for the six months ended June 30, 2001 provided net cash of $19.3 million. Operating activities used $4.2 million for the six months ended June 30, 2000. The primary reason for the increase in cash flows from operating activities was net income for the six months ended June 30, 2001 of $52.1 million compared to a net loss of $11.0 million for the six months ended June 30, 2000. Cash flows from working capital components increased in 2001 compared to 2000, contributing $22.7 million in 2001 compared to net cash used of $17.4 million in 2000. Significant changes in non-cash items also include a $62.3 million increase in the provision for deferred income taxes. Cash expended for power and natural gas, but deferred for later recovery, partially offset these increases in cash from operating activities. Power and natural gas cost deferrals net of amortizations increased $135.4 million over 2000 primarily due to the effect of increased purchased power prices, fuel for generation and natural gas costs.

Investing Activities     Investing activities used net cash of $165.0 million for the six months ended June 30, 2001 compared to $37.3 million of net cash provided by investing activities for the six months ended June 30, 2000. The increase in net cash used was primarily the result of increased capital expenditures in 2001 including $52.5 million for the construction of the Coyote Springs 2 project. Also contributing to the change from 2000 was $89.9 million in proceeds provided from the sale of property, primarily related to the sale of the Company’s interest in the Centralia Power Plant in 2000.

Financing Activities     Net cash provided by financing activities was $201.3 million for the six months ended June 30, 2001 compared to $10.2 million of net cash used by financing activities for the six months ended June 30, 2000. Short-term borrowings decreased $163.2 million and long-term debt increased $374.9 million during the six months ended June 30, 2001. The overall increase in borrowings reflects increasing cash needs for the Company to fund investing activities and increased power and natural gas costs. Short-term borrowings increased $12.8 million and long-term debt matured, net of proceeds from issuance, was $7.8 million during the six months ended June 30, 2000.

On April 3, 2001, the Company issued $400.0 million of 9.75% Senior Notes (Senior Notes) due June 1, 2008. The net proceeds from the issuance has been used to fund a portion of construction expenditures, pay down balances outstanding under the revolving line of credit and for other general corporate purposes. The Senior Notes are issued under an indenture that, among other things, restricts the ability of the Company and its subsidiaries from engaging in certain activities, including certain transactions with affiliates.

During the six months ended June 30, 2001, $15 million of Secured Medium-Term Notes, with rates of 7.59% and 7.60%, and $10 million of Unsecured Medium-Term Notes, with a rate of 9.57%, matured.

During the six months ended June 30, 2001, the Company issued 256,500 shares of common stock for $5.4 million. The shares were issued through the Employee Investment Plan, the Dividend Reinvestment and Stock Purchase Plan as well as restricted stock through the Long-Term Incentive Plan.

The Company’s cash flows continue to be affected by higher power and natural gas costs, as well as cash collateral required for counterparties and trading at Avista Energy. The higher power and natural gas prices are expected to continue to affect cash flows during 2001. The power and natural gas costs incurred to serve Avista Utilities’ retail customers are generally recovered or expected to be recovered in retail rates, however, there is a lag between the time the costs are incurred by Avista Utilities and the time they are collected from customers. Costs in excess of those included in rates are deferred as an asset on the balance sheet. Because of the continuing high level of power and natural gas prices, a significant change in resource availability (such as hydroelectric generation) or customer demand could have a significant positive or negative impact on expected deferrals and cash flows. On an interim basis, the Company has used its revolving line of credit to fund these costs to the extent that they exceed the cash flows available from operations.

In order to recover deferred natural gas and power costs, Avista Utilities filed requests with the WUTC and the IPUC for a purchased gas cost adjustment on July 6, 2001 as well as an electric surcharge to Washington customers and a PCA increase in Idaho on July 18, 2001. Further information is contained in the section “Developments in Wholesale Energy Markets.”

The Company has incurred significant long-term indebtedness to support capital expenditures, to fund electric and natural gas costs in excess of the amount recovered currently through rates and to maintain working capital. As of

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June 30, 2001, the Company had total long-term debt of approximately $1,141.8 million. In addition, the Company needs to finance capital expenditures and obtain additional working capital from time to time. The cash requirements to service the total amount of indebtedness, both short-term and long-term, could reduce the amount of cash flow available to fund working capital, future acquisitions, deferred power and natural gas costs, dividends, other corporate requirements and capital expenditures.

The Company has not been able to obtain additional conventional financing for the Coyote Springs 2 project due to lenders’ concerns with regards to the level of deferred power costs and the corresponding effect on cash flows without any current guarantee of recovery through rates. The Company is currently considering alternative financing methods for the project. The Company believes that additional financing for the Coyote Springs 2 project will be obtained during the second half of 2001.

On July 5, 2001 the Company filed a registration statement on Form S-3 with the Securities and Exchange Commission for the purpose of issuing up to 3.7 million shares of common stock. The Company plans to issue the shares when market conditions warrant during the second half of 2001. The Company may issue shares in any of the following ways: directly to a limited number of institutional purchasers or to a single purchaser, through agents, through underwriters or through dealers. The proceeds received upon issuance of the shares will be used to fund construction, facility improvement and maintenance programs, to pay short-term debt and maturing long-term debt and for other general corporate purposes.

The California energy crisis discussed earlier has impacted banks’ willingness to extend credit to energy and utility companies. Banks are particularly concerned with the credit of companies in California and those in the West with exposure to California or the potential to be impacted by what ultimately happens in California. This may impact the Company’s ability to obtain financing from traditional sources.

The Company funds capital expenditures with a combination of internally-generated cash and external financing. The level of cash generated internally and the amount that is available for capital expenditures fluctuates depending on a variety of factors. External financings and cash provided by operating activities remain the Company’s primary source of funds for operating needs, dividends and capital expenditures. Capital expenditures are financed on an interim basis with notes payable (due within one year). On May 31, 2001 Avista Corp. renewed its committed line of credit and repaid all outstanding borrowings under that facility. The new $220 million credit facility expires on May 29, 2002. As of June 30, 2001, there were no amounts borrowed under this committed line of credit. The Company had $50 million outstanding under this line of credit as of July 31, 2001. The Company also has a $50 million regional commercial paper program that is backed by the committed lines of credit.

As part of its ongoing cash management practices and operations, Avista Corp. may, at any time, have short-term notes receivable and payable with Avista Capital. In turn, Avista Capital may also have short-term notes receivable and payable with its subsidiaries. As of June 30, 2001, Avista Corp. had short-term notes receivable of $229.0 million from Avista Capital of which $146.0 million of the receivables represents loans to Avista Power, primarily for the Coyote Springs 2 project.

On February 16, 2000, the Company exercised its option to convert all the remaining outstanding shares of Series L Preferred Stock into common stock. The outstanding depositary shares, also known as RECONS (Return-Enhanced Convertible Securities) were also converted into common stock on the same conversion date. Each of the RECONS was converted into the following: 0.7205 shares of common stock, representing the optional conversion price; plus 0.0361 shares of common stock, representing the optional conversion premium; plus the right to receive $0.21 in cash, representing an amount equivalent to accumulated and unpaid dividends up until, but excluding, the conversion date. Cash payments were made in lieu of fractional shares.

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Current Cash Requirements

The following table provides a summary of the Company’s cash requirements for the remainder of 2001 (dollars in thousands):

Avista Utilities operations:
	Operations			$	37,294
	Power and natural gas deferrals (1)				86,899
	Capital expenditures (2)				95,920
	Debt and preferred securities maturities and redemptions (3)				64,000
		Total Avista Utilities			284,113
Avista Capital operations:
	Capital expenditures (4)				38,014
	Other subsidiary cash flows, net				(8,493	)
		Total Avista Capital			29,521
Total Company cash requirements				$	313,634

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(1)		Represents the cost of power and natural gas in excess of the amount currently recovered through rates.
(2)		Capital expenditures exclude AFUDC and AFUCE.
(3)		Excludes short-term borrowings and notes payable (due within one year) which totaled $50 million as of July 31, 2001.
(4)		The 2001 capital expenditures by Avista Capital represents funding of the Coyote Springs 2 project, which will become an asset of Avista Utilities upon completion in 2002.

As indicated in the table above, the Company has considerable cash needs for the remainder of 2001. In addition to internally-generated funds, the Company plans to fund these cash requirements primarily through the following ways: (1) proceeds from the issuance of common stock (2) obtain financing for the Coyote Springs 2 project and (3) approval of an electric rate surcharge from the WUTC and an increase in the PCA from the IPUC. Any additional cash requirements will be funded through Avista Corp.’s $220 million committed line of credit. If the funding sources listed above are not obtained by September 30, 2001, it is anticipated the Company would not be in compliance with certain covenants under its line of credit and, as a result, would not be able to borrow under the line of credit without concessions or waivers from the banks. Under this scenario, the Company would have difficulty in obtaining financing from other sources.

Energy Trading and Marketing Operations

Avista Energy and its subsidiary, Avista Energy Canada, Ltd., as co-borrowers, have a credit agreement with a group of commercial lenders in the aggregate amount of $155 million ($140 million of which is currently subscribed) expiring June 28, 2002. This credit agreement may be terminated by the banks at any time and all extensions of credit under the agreement are payable upon demand, in either case at the lenders’ sole discretion. This agreement also provides, on an uncommitted basis, for the issuance of letters of credit to secure contractual obligations to counterparties. This facility is guaranteed by Avista Capital and secured by substantially all of Avista Energy’s assets. The maximum amount of credit extended by the banks for the issuance of letters of credit is the subscribed amount of the facility less the amount of outstanding cash advances, if any. The maximum amount of credit extended by the banks for cash advances is $30 million. As of June 30, 2001, there were no cash advances (demand notes payable) outstanding and letters of credit outstanding under the facility totaled approximately $23 million.

Avista Capital, in the course of business, may provide guarantees to other parties with whom Avista Energy may be doing business. Avista Corp.’s investment in Avista Capital totaled $391.3 million as of June 30, 2001. Avista Capital’s investment in Avista Energy totaled $312.1 million as of June 30, 2001.

As of June 30, 2001, Avista Capital had loaned $21.6 million to Avista Energy to support its short-term cash and collateral needs. These loans are subordinate to any obligations to the banks under the credit agreements.

Avista Energy manages collateral requirements with counterparties by providing letters of credit, providing guarantees from Avista Capital and offsetting transactions with counterparties. In addition to the letters of credit and other items included above, cash deposited with counterparties totaled $0.5 million as of June 30, 2001, and is included in the Consolidated Balance Sheet in prepayments and other. Avista Energy held cash deposits from other parties in the amount of $41.6 million as of June 30, 2001, and such amounts are subject to refund if conditions warrant because of

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continuing portfolio value fluctuations with those parties.

As of June 30, 2001, the Energy Trading and Marketing operations had $204.4 million in cash, including the $41.6 million of collateral posted by other parties. Covenants in Avista Energy's credit agreement limit the amount of cash dividends that can be distributed to Avista Capital and ultimately Avista Corp.

Avista Power, as a 49% owner, and Cogentrix Energy, Inc. are nearing the completion of the building of a 270 megawatt natural gas combustion turbine facility in Rathdrum, Idaho, with 100% of its output contracted to Avista Energy for 25 years. Commercial operation is expected to occur during the third quarter of 2001. The total cost of the project is estimated at $160 million; Avista Power’s equity in the project is approximately $16 million. Due to changing market conditions and as part of the Company’s overall business strategy, it has been decided Avista Power will not develop additional new, non-regulated, generating projects.

Total Company

The Company’s total common equity increased $47.3 million during the six months ended June 30, 2001 to $771.5 million primarily due to net income in excess of dividends declared on common stock. The Company’s consolidated capital structure, including the current portion of long-term debt and short-term borrowings as of June 30, 2001, was 55.7% debt, 6.6% preferred securities and 37.7% common equity, compared to 52.1% debt, 7.5% preferred securities and 40.4% common equity as of December 31, 2000. It is the Company’s plan to target a capital structure of 50% debt and 50% preferred and common equity. The Company plans to achieve this capital structure through the issuance of common stock and net earnings.

Business Risk

The Company’s operations are exposed to risks, including, but not limited to, legislative and governmental regulations, the price and supply of purchased power, fuel and natural gas, recovery of purchased power and purchased natural gas costs, weather conditions, availability of generation facilities, competition, technology and availability of funding.

The Company’s market risks related to commodity prices, credit, operations, interest rates and foreign currency have not changed materially from those reported in the 2000 Form 10-K.

Avista Energy measures the risk in its power and natural gas portfolio daily utilizing a Value-at-Risk (VAR) model and monitors its risk in comparison to established thresholds. VAR measures the worst expected loss over a given time interval under normal market conditions at a given confidence level. As of June 30, 2001, Avista Energy’s estimated potential one-day unfavorable impact on gross margin was $0.6 million, as measured by VAR, related to its commodity trading and marketing business, compared to $4.0 million as of December 31, 2000. Changes in markets inconsistent with historical trends or assumptions used could cause actual results to exceed predicted limits.

As described under “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Avista Corp. Lines of Business,” hydroelectric conditions in 2001 are significantly below normal, leading to greater than normal reliance on purchased power, thermal plant generation and new generating resources. The earnings impact of these factors is mitigated by regulatory mechanisms that are intended to defer increased costs for recovery in future periods. Avista Utilities’ deferred power and natural gas costs are expected to increase further before they begin to decline. In order to recover deferred natural gas and power costs, Avista Utilities filed requests with the WUTC and the IPUC for a purchased gas cost adjustment on July 6, 2001 as well as an electric surcharge to Washington customers and a PCA increase in Idaho on July 18, 2001. The Washington PGA was approved by the WUTC on August 8, 2001 and became effective on August 9. Avista Utilities is not able to fully predict how the combination of energy resources, energy loads, prices, rate recovery and other factors will ultimately drive deferral costs and the recovery of these costs in future periods.

The most immediate risk facing the Company is liquidity, as discussed above under “Current Cash Requirements.” If the sources of funding discussed therein are not available by September 30, 2001, the Company may be in violation of certain covenants its credit arrangements and may be unable to obtain other sources of financing.

Business Strategy

Avista Utilities seeks to maintain a strong, low-cost utility business focused on delivering efficient, reliable and high quality service to its customers. The utility business is expected to grow modestly, consistent with historical trends.

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Expansion will primarily result from economic growth in its service territory. Avista Energy scaled back operations to the WSCC during 2000, and will continue to focus on reducing the size and the risk associated with its energy trading and marketing activities. Avista Energy’s marketing efforts are expected to be driven by its base of knowledge and experience in the operation of both electric energy and natural gas physical systems in the region, as well as its relationship-focused approach to its customers. As previously discussed, it has been decided that Avista Power will no longer pursue the development of non-regulated, generating plants. The Company also intends to focus on its investments in the Information and Technology subsidiaries as part of its overall plans for generating shareholder value, which includes finding equity partners to assist in financing the continued growth of the businesses.

Safe Harbor for Forward Looking Statements.

The Company is including the following cautionary statement in this Form 10-Q to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements are all statements other than statements of historical fact, including without limitation those that are identified by the use of the words “anticipates,” “estimates,” “expects,” “intends,” “plans,” “predicts,” and similar expressions. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Such risks and uncertainties include, among others, changes in the utility regulatory environment, the impact of regulatory and legislative decisions, the availability and prices of purchased power and natural gas, volatility and illiquidity in wholesale energy markets, wholesale and retail competition, weather conditions and various other matters, many of which are beyond the Company’s control. These forward-looking statements speak only as of the date of the report. The Company expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based. See “Safe Harbor for Forward Looking Statements” in the Company’s 2000 Form 10-K under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Future Outlook.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See “Liquidity and Capital Resources: Business Risk.”

Part II. Other Information

Item 4. Submission of Matters to a Vote of Security Holders

The 2001 Annual Meeting of Shareholders of Avista Corp. was held on May 10, 2001. The election of five directors with expiring terms was the only matter voted upon at the meeting. There were 47,386,883 shares of common stock issued and outstanding as of March 20, 2001, the proxy record date, with 41,281,081 shares represented at said meeting. The results of the voting are shown below:

						Against or				Term
Director		For				Withheld				Expires
Erik J. Anderson			40,232,270				1,048,811				2004
Kristianne Blake			40,249,239				1,031,842				2004
David A. Clack			40,058,257				1,222,824				2004
Bobby Schmidt			40,316,578				964,503				2004
Gary G. Ely			40,183,366				1,097,715				2003

Item 5. Other Information

Avista Utilities     On February 27, 2001, Avista Corp. and the Spokane County Air Pollution Control Authority (SCAPCA) reached an agreement to extend the operating hours of Avista Utilities’ 60 MWH Northeast Combustion Turbine power plant (NECT) located in Spokane. The 90-day extended operating period began February 21, 2001 and was authorized by the SCAPCA under a special operating order called an Assurance of Discontinuance (AOD). The AOD allowed Avista Utilities to use the NECT to temporarily bring on added generating capacity for the benefit of its

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customers and the region during a time of increased energy demand and continued energy market volatility. The NECT, which is a reserve unit, has an operating license that limits its use to a specified number of hours during times of peak power demand. Extended operation of the NECT was approved after SCAPCA determined, through air emission modeling and projections, that extended operation of the turbine would not adversely impact air quality.

On May 31, 2001, the SCAPCA issued a second AOD as a continuation of the previous order to allow for continued operation of the NECT with several conditions attached to the order. The operation of the NECT is contingent upon the continuation of an energy alert in Washington, a payment of $150 for each hour of operation paid into a mitigation fund for low-income energy assistance and the payment of $10,000 for each day of operation to fund an environmental offset project. The payment to the environmental offset project is due to the fact that emissions from the NECT exceed current permit limits during this period of extended operations. Avista Utilities has agreed to develop the environmental offset project to achieve future, verifiable emission reductions in Spokane’s federally designated non-attainment areas. The funding of the environmental offset project will be paid until new air pollution equipment is installed at the NECT and accepted by the SCAPCA. Under the first AOD, the Company obligated $900,000 in funds for the environmental offset project.

On May 1, 2001, the IPUC directed the Company to file testimony in response to a petition filed by Potlatch Corporation (Potlatch) with the IPUC requesting that the Commission require Avista Utilities to serve the entirety of its Lewiston facility’s electrical requirements (approximately 100 MW) at embedded cost rates. Since 1992 Potlatch has received service under a special contract for entities qualifying under the Public Utility Regulatory Policies Act of 1978 (PURPA) with none of its load served at average embedded cost rates. Additionally, 55 to 59 MW of the 100 MW being requested for service by Potlatch for service after January 1, 2002 would constitute “new load” for Avista Utilities, as Potlatch currently sells that amount of generation back to Avista Utilities under the present special contract. Potlatch would plan to sell their self-generation on the open market. Avista Utilities believes that previous Commission rulings require denial of Potlatch’s request for service at average embedded cost rates. Avista Utilities, in its April 12, 2001, response to Potlatch’s petition, alleges that the Commission’s intention in such a situation, is for the parties to negotiate a contract reflecting the marginal (incremental) costs of new resources to serve a load of this magnitude. In order to comply with Potlatch’s request, it would be necessary for Avista Utilities to acquire more new resources at incremental costs that are higher than Avista Utilities’ average embedded cost of service. On June 18, 2001 the Company filed testimony with the IPUC supporting the Company’s position. Hearings with the IPUC regarding this matter are scheduled for August 21, 2001.

Avista Labs     On March 1, 2001, Avista Labs completed the formation of a new company, H2fuel, LLC, to develop and commercialize a new technology for manufacturing hydrogen for fuel cells. Avista Labs owns a 70 percent interest in H2fuel. The remaining interest is owned by Unitel Fuels Technologies, LLC. Avista Labs transferred its ongoing fuel processor development work to H2fuel.

During the three months ended June 30, 2001 Avista Labs achieved a key milestone by initiating commercial sales of its hydrogen-only fuel cells systems for various applications, primarily back-up power for the commercial market. By the end of 2001, Avista Labs expects to sell approximately 50 systems.

On June 27, 2001, Avista Labs announced the signing of an agreement with Maxwell Technologies to provide PowerCache ultracapacitors to optimize performance and reduce the cost of its unique, modular fuel cell systems and components. Avista Labs and Maxwell Technologies have entered a multi-year agreement and are exploring areas of mutual interest for a broader strategic relationship.

On July 27, 2001, Avista Labs announced the introduction of a hydrogen sensor product for fuel cell developers and other hydrogen users. The Avista Labs hydrogen sensor component detects hydrogen in varied applications and is believed to be a necessary component of any fuel cell system. The hydrogen sensor is the first to receive Underwriters Laboratories, Inc. recognition under UL standard 2075.

Regional Transmission Organizations (RTO)     Avista Utilities and four other Western utilities have taken steps toward the formation of an Independent Transmission Company (ITC), TransConnect, which would serve six states. TransConnect would be a member of the planned regional transmission organization, RTO West, a non-profit entity. The new for-profit ITC company would own or lease the high voltage transmission facilities currently held by Avista Utilities, Montana Power Co., Portland General Electric Co., Nevada Power Co. and Sierra Pacific Power Co. A proposal was filed on October 17, 2000, in response to the FERC’s Order No. 2000, which requires utilities subject to FERC regulation to file an RTO proposal, or a description of efforts to participate in an RTO, and any existing

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obstacles to RTO participation. On April 25, 2001, the FERC issued the RTO West/ TransConnect order granting, with modifications, the companies’ petition. Avista Utilities will be actively evaluating this order to determine the effects of the modifications and the impact to potential ITC development. Outcomes of this process must be resubmitted to the FERC by December 1, 2001. When a final proposal emerges it must be approved by the FERC, the boards of directors of the filing companies and regulators in various states. The companies’ decision to move forward with the formation of TransConnect will ultimately depend on the economics and conditions related to the formation of TransConnect, as well as the economics and conditions related to the regulatory approval process.

Lake Coeur d’ Alene Court Decision     On July 28, 1998, the United States District Court for the District of Idaho issued its finding that the Coeur d’ Alene Tribe of Idaho owns portions of the bed and banks of Lake Coeur d’ Alene and the St. Joe River lying within the current boundaries of the Coeur d’ Alene Reservation. This action had been brought by the United States on behalf of the Tribe against the State of Idaho. While the Company is not a party to this action, the Company is continuing to evaluate the potential impact of this decision on the operation of its hydroelectric facilities on the Spokane River, downstream of Lake Coeur d’ Alene. The United States District Court decision was affirmed by the Ninth Circuit Court of Appeals. The United States Supreme Court affirmed this decision on June 18, 2001. The effect this ruling may have on the Company is not known and can not be estimated at this time.

Spokane River PCBs     On March 7, 2001, the Washington State Department of Ecology (DOE) informed Avista Development of a health advisory concerning PCBs found in fish caught in a portion of the Spokane River. On June 4, 2001 Avista Development received official notice as a potentially liable person with respect to contaminated sites on the Spokane River. The DOE discovered PCBs in fish and sediments in the 1970s and 1980s. In the 1990s, the DOE performed subsequent sampling of the river and identified potential sources of the PCBs, including the Spokane Industrial Park (SIP) and a number of other entities in the area. The SIP, which was renamed Pentzer Development Corporation (Pentzer Development) in 1990, operated a wastewater treatment plant at the site until it was closed in December 1993. The SIP’s treatment plant discharged to the Spokane River under the terms of a National Pollutant Discharge Elimination System permit issued by the DOE. Pentzer Development sold the property in 1996 and merged with Avista Development in 1998. Avista Development filed a response to this notice on August 1, 2001.

Additional Financial Data

As of June 30, 2001, the total long-term debt of the Company and its consolidated subsidiaries, as shown in the Company’s consolidated financial statements, was approximately $1,046.5 million. Of such amount, $863.8 million represented long-term unsecured and unsubordinated indebtedness of the Company, and $183.5 million represented secured indebtedness of the Company. The balance represents indebtedness of subsidiaries and unamortized debt discount. Consolidated long-term debt does not include the Company’s subordinated indebtedness held by the issuers of Company-obligated preferred trust securities.

The following table reflects the ratio of earnings to fixed charges:

		12 Months Ended
		June 30,				December 31,
		2001				2000
Ratio of Earnings to Fixed Charges			3.79	(x)			3.26	(x)

The Company has long-term purchased power arrangements with various Public Utility Districts and the interest expense components of these contracts are included in purchased power expenses. These interest amounts are not included in the fixed charges and would not have a material impact on fixed charges ratios.

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Item 6. Exhibits and Reports on Form 8-K

	(a)		Exhibits.
			4(d)-2		Amended and Restated Credit Agreement dated as of May 31, 2001, among Avista Corporation, The Bank of New York, as Documentation Agent and Toronto Dominion (Texas), Inc., as Agent.
			12		Computation of ratio of earnings to fixed charges and preferred dividend requirements.
	(b)		Reports on Form 8-K.
			Dated May 2, 2001, regarding a settlement agreement related to the Company’s power-cost deferral and recovery plan in Washington.
			Dated July 18, 2001, regarding the filing for an electric surcharge in Washington and Idaho.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AVISTA CORPORATION (Registrant)
Date: August 13, 2001		/s/ J. E. Eliassen J. E. Eliassen Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)

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================================================================================

                              AMENDED AND RESTATED

                                CREDIT AGREEMENT

                            dated as of May 31, 2001

                                      among

                               AVISTA CORPORATION,

                             THE BANKS PARTY HERETO,

                              THE BANK OF NEW YORK,
                             as Documentation Agent

                                       and

                        TORONTO DOMINION (TEXAS), INC.,
                                    as Agent


                                   ----------


                           TD SECURITIES (USA), INC.,
                       as Advisor, Sole Lead Arranger and
                                 Sole Bookrunner




================================================================================

   2


                                TABLE OF CONTENTS



Article        Section                                                            Page
- -------        -------                                                            ----
                                                                            
I.  DEFINITIONS
               SECTION 1.01.  Defined Terms  ...................................  5
               SECTION 1.02.  Terms Generally ..................................  20

II.  THE CREDITS
               SECTION 2.01.  Commitments ......................................  20
               SECTION 2.02.  Loans.............................................  22
               SECTION 2.03.  Notice of Revolving Borrowings ...................  23
               SECTION 2.05.  Repayment of Loans; Evidence of Debt .............  27
               SECTION 2.06.  Letters of Credit ................................  28
               SECTION 2.07.  Fees .............................................  32
               SECTION 2.08.  Interest on Loans.................................  34
               SECTION 2.09.  Default Interest .................................  34
               SECTION 2.10.  Alternate Rate of Interest .......................  35
               SECTION 2.11.  Termination, Reduction and Extension of
                              Commitments ......................................  35
               SECTION 2.12.  Prepayment .......................................  36
               SECTION 2.13.  Reserve Requirements; Change in Circumstances ....  36
               SECTION 2.14.  Change in Legality ...............................  38
               SECTION 2.15.  Indemnity ........................................  39
               SECTION 2.16.  Pro Rata Treatment ...............................  39
               SECTION 2.17.  Sharing of Setoffs ...............................  40
               SECTION 2.18.  Payments .........................................  41
               SECTION 2.19.  Taxes ............................................  41
               SECTION 2.20.  Termination or Assignment of Commitments
                              Under Certain Circumstances ......................  44

III.  REPRESENTATIONS AND WARRANTIES
               SECTION 3.01.  Organization; Powers .............................  45
               SECTION 3.02.  Authorization ....................................  45
               SECTION 3.03.  Enforceability ...................................  46


                                      -i-

   3


Article        Section                                                            Page
- -------        -------                                                            ----
                                                                            
               SECTION 3.04.  Governmental Approvals ...........................  46
               SECTION 3.05.  Financial Statements .............................  46
               SECTION 3.06.  No Material Adverse Change .......................  46
               SECTION 3.07.  Litigation; Compliance with Laws .................  47
               SECTION 3.08.  Federal Reserve Regulations ......................  47
               SECTION 3.09.  Investment Company Act; Public Utility Holding
                              Company Act ......................................  47
               SECTION 3.10.  Use of Proceeds and Letters of Credit ............  48
               SECTION 3.11.  No Material Misstatements ........................  48
               SECTION 3.12.  Employee Benefit Plans ...........................  48
               SECTION 3.13.  Environmental and Safety Matters .................  48
               SECTION 3.14.  Significant Subsidiaries .........................  49

IV.  CONDITIONS OF LENDING
               SECTION 4.01.  All Borrowings ...................................  49
               SECTION 4.02.  First Borrowing ..................................  50

V.  AFFIRMATIVE COVENANTS
               SECTION 5.01.  Existence; Businesses and Properties .............  52
               SECTION 5.02.  Insurance ........................................  53
               SECTION 5.03.  Taxes and Obligations ............................  53
               SECTION 5.04.  Financial Statements, Reports, etc ...............  53
               SECTION 5.05.  Litigation and Other Notices .....................  55
               SECTION 5.06.  ERISA ............................................  55
               SECTION 5.07.  Maintaining Records; Access to Properties and
                              Inspections ......................................  56
               SECTION 5.08.  Use of Proceeds ..................................  56
               SECTION 5.09.  Pledge of Avista Capital, Inc ....................  56

VI.  NEGATIVE COVENANTS
               SECTION 6.01.  Liens ....................................... ....  57
               SECTION 6.02.  Mergers, Consolidations and Acquisitions..........  61
               SECTION 6.03.  Disposition of Assets.............................  62


                                      -ii-

   4


Article        Section                                                            Page
- -------        -------                                                            ----
                                                                            
               SECTION 6.04.  Consolidated Total Debt to Consolidated Total
                              Capitalization Ratio. ............................  63
               SECTION 6.05.  Consolidated Fixed Charge Coverage Ratio..........  63
               SECTION 6.06.  Public Utility Regulatory Borrowing Limits........  63
               SECTION 6.07.  Investments. .....................................  63
               VII.  EVENTS OF DEFAULT..........................................  64
               VIII. THE AGENT..................................................  67

IX.  MISCELLANEOUS
               SECTION 9.01.  Notices ..........................................  70
               SECTION 9.02.  Survival of Agreement ............................  71
               SECTION 9.03.  Binding Effect ...................................  71
               SECTION 9.04.  Successors and Assigns ...........................  71
               SECTION 9.05.  Expenses; Indemnity ..............................  75
               SECTION 9.06.  Right of Setoff ..................................  76
               SECTION 9.07.  Applicable Law ...................................  77
               SECTION 9.08.  Waivers; Amendment ...............................  77
               SECTION 9.09.  Interest Rate Limitation .........................  78
               SECTION 9.10.  Entire Agreement .................................  78
               SECTION 9.11.  Waiver of Jury Trial .............................  78
               SECTION 9.12.  Severability .....................................  78
               SECTION 9.13.  Counterparts .....................................  79
               SECTION 9.14.  Headings..........................................  79
               SECTION 9.15.  Jurisdiction; Consent to Service of Process ......  79
               SECTION 9.16.  Pledge Release Date ..............................  80

References
- ----------

Exhibit A      Form of Note
Exhibit B      Form of Assignment and Acceptance
Exhibit C      Form of Administrative Questionnaire
Exhibit D      Form of Opinion of Counsel for the Borrower
Schedule 2.01  Banks
Schedule 3.14  Significant Subsidiaries


                                     -iii-

   5


Article            Section                                                        Page
- -------            -------                                                        ----
                                                                            
Schedule 4.02(b)   Statutes and Orders of Governmental Authorities


                                      -iv-

   6

                   AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 31,
               2001, among AVISTA CORPORATION, a Washington corporation (herein
               called the "Borrower"), the banks listed in Schedule 2.01 (the
               "Banks"), TORONTO DOMINION (TEXAS), INC., as agent for the Banks
               (in such capacity, the "Agent"), and THE BANK OF NEW YORK, as
               documentation agent (the "Documentation Agent").

            Pursuant to the Pre-Restatement Credit Agreements (as defined
herein), certain banks have extended credit to, and/or issued letters of credit
on behalf of, the Borrower. The Borrower has requested that the Pre-Restatement
Credit Agreements be amended, restated and combined in the form of this
Agreement and that the Banks extend credit to the Borrower in order to enable
the Borrower to borrow on a standby revolving credit basis and obtain letters of
credit on and after the date hereof, at any time prior to the Expiration Date
(as defined herein) in a principal amount not in excess of $220,000,000 at any
time outstanding (subject to a possible increase to $260,000,000, as provided in
Section 2.01(b) below). The proceeds of such borrowings and such letters of
credit are to be used for general corporate purposes. In consideration of the
mutual covenants and agreements contained herein, the parties agree as follows:

ARTICLE I. DEFINITIONS

            SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms shall have the meanings specified below:

            "ABR" when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

            "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

            "ABR Loan" shall mean any Loan bearing interest at a rate determined
by reference to the Alternate Base Rate in accordance with the provisions of
Article II.

            "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit C.
   7
                                                                               2


            "Affiliate" shall mean, when used with respect to a specified
person, another person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the
person specified.

            "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the nearest 1/16 of 1%) equal to the greater
of (a) the Prime Rate (computed on the basis of the actual number of days
elapsed over a year of 365 or 366 days, as the case may be) in effect on such
day and (b) the sum of (i) the Federal Funds Effective Rate in effect for such
day plus (ii) 1/2 of 1%. If for any reason the Agent shall have determined
(which determination shall be conclusive absent manifest error) that it is
unable to ascertain the Federal Funds Effective Rate for any reason, the
Alternate Base Rate shall be determined without regard to clause (b) of the
first sentence of this definition until the circumstances giving rise to such
inability no longer exist.

            "Applicable Percentage" shall mean, with respect to any Bank, the
percentage of the total Commitments represented by such Bank's Commitment. If
the Commitments have terminated or expired, the Applicable Percentage shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

            "Applicable Rate" shall mean on any date, with respect to any ABR
Loan or Eurodollar Revolving Loan, or with respect to the Commitment Fees, the
Letter of Credit participation fees or the Utilization Fees payable hereunder,
as the case may be, the applicable rate per annum set forth below under the
caption "ABR Spread," "Eurodollar Spread," "Commitment Fee", "Letter of Credit
Participation Fees" or "Utilization Fees", as the case may be, based upon the
Ratings or the Utilization Level, as the case may be:

            (a) Loan Spreads, Commitment Fee and Letters of Credit Participation
Fees:




                                                                           Letter of
                                 ABR      Eurodollar    Commitment    Credit Participation
        Ratings                Spread       Spread         Fee                Fees
        -------                ------     ----------    ----------    --------------------
                                                          
  Level 1                      0.000%     1.0000%       0.200%          1.0000%

  BBB+ or greater by
  S&P; and Baa1 or
  greater by Moody's


   8
                                                                               3



                                                                           Letter of
                                 ABR      Eurodollar    Commitment    Credit Participation
        Ratings                Spread       Spread         Fee                Fees
        -------                ------     ----------    ----------    --------------------
                                                          
Level 2                        0.250%     1.250%        0.250%           1.250%

BBB by S&P; and
Baa2 by Moody's

Level 3                        0.500%     1.500%        0.400%           1.500%

BBB- by S&P; and
Baa3 by Moody's

Level 4                        0.875%     1.875%        0.500%           1.875%

BB+ by S&P; and Ba1
by Moody's

Level 5                        1.250%     2.250%        0.700%           2.250%

Lower than BB+ by
S&P; and lower than
Ba1 by Moody's



        For purposes of the foregoing, (i) if the Ratings in effect on any date
        fall in different Levels, the Applicable Rate shall be determined on
        such date by reference to the inferior (numerically higher) Level,
        unless the Ratings differ by more than one Level, in which case the
        applicable Level shall be the Level next below the superior (numerically
        lower) of the two; (ii) if either Moody's 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 5;
        and (iii) if any rating established or deemed to have been established
        by Moody's or S&P shall be changed (other than as a result of a change
        in the rating system of either Moody's 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. Each change in the
        Applicable Rate shall apply 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. If the rating
        system of either Moody's 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.
   9
                                                                               4


        (b) Utilization Fees:



                         Utilization Level
                    (calculated as set forth in
                         Section 2.07(e))                       Utilization Fee
                    ---------------------------                 ---------------
                                                          
            Level 1                                                 .15%

            >33% and [less than or equal to] 50%

            Level 2                                                 .25%

            >50% and [less than or equal to] 75%

            Level 3                                                 .50%

            >75%


            "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Bank and an assignee, and accepted by the Agent and the
Borrower, in the form of Exhibit B or such other form as shall be approved by
the Agent.

            "Attributable Debt" shall mean, in connection with any sale and
leaseback transaction, the present value (discounted in accordance with GAAP at
the discount rate implied in the lease) of the obligations of the lessee for
rental payments during the term of the lease.

            "Auction Bid" shall mean an offer by a Bank to make an Auction Loan
in accordance with Section 2.04.

            "Auction Bid Rate" shall mean, with respect to any Auction Bid, the
Margin for Eurodollar Auction Loans, the Fixed Rate for Fixed Rate Loans or the
Delayed Fixed Rate for Delayed Fixed Rate Loans, as applicable, offered by the
Bank in making such Auction Bid.

            "Auction Bid Request" shall mean a request by the Borrower for
Auction Bids in accordance with Section 2.04.
   10
                                                                               5


            "Auction Facility" shall mean the facility described in Section
2.04.

            "Auction Loan" shall mean a Loan made pursuant to Section 2.04.

            "Availability Period" shall mean the period from and including the
Closing Date to but excluding the earlier of the Expiration Date and the date of
the termination of the Commitments.

            "Avista Utilities" means the operating division of the Borrower
which represents all the regulated utility operations of the Borrower that are
responsible for retail electric and natural gas distribution, electric
transmission services and electric generation and production.

            "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States.

            "Borrowing" shall mean (a) a group of Revolving Loans of the same
Type, made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect or (b) an
Auction Loan or group of Auction Loans of the same Type made on the same date
and as to which a single Interest Period is in effect.

            "Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are
open for business in New York City; provided that when used in connection with a
Eurodollar Loan the term "Business Day" shall also exclude any day on which
banks are not open for dealings in deposits in dollars in the London interbank
market.

            "Capital Lease Obligations" of any person shall mean the obligations
of such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP
and, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

            "Change in Control" means (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange
   11
                                                                               6


Commission thereunder as in effect on the date hereof), of shares representing
more than 30% of the aggregate ordinary voting power represented by the issued
and outstanding capital stock of the Borrower; or (b) occupation of a majority
of the seats (other than vacant seats) on the board of directors of the Borrower
by Persons who were neither (i) nominated by the board of directors of the
Borrower nor (ii) appointed by directors so nominated; provided, that no event
described in clause (a) or clause (b) shall constitute a "Change in Control" if
the senior secured long-term debt rating of the Borrower shall be at least BBB
or higher by S&P and Baa2 or higher by Moody's immediately after giving effect
to the transaction that would otherwise constitute a Change in Control.

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Auction Loans.

            "Closing Date" shall mean the date of this Agreement.

            "Code" shall mean the Internal Revenue Code of 1986, as the same may
be amended from time to time.

            "Commitment" shall mean, with respect to each Bank, the commitment
of such Bank to make Revolving Loans and to acquire participations in Letters of
Credit hereunder as set forth in Sections 2.01 and 2.06, as the same may be
reduced from time to time pursuant to Section 2.11.

            "Commitment Fee" shall have the meaning assigned to such term in
Section 2.07(a).

            "Consolidated Cash Flow" means, with respect to Avista Utilities or
the Borrower and its consolidated subsidiaries, as applicable, for any
four-fiscal-quarter period, Consolidated Net Income of (i) Avista Utilities or
(ii) the Borrower and its consolidated subsidiaries, as applicable, for such
period (excluding earnings from any subsidiaries which have contractual
restrictions on distributions) plus, without duplication and, in the case of
clauses (a), (b), (c), (d) and (f), to the extent deducted in computing such
Consolidated Net Income, the sum for such period of (a) income tax expense, (b)
interest expense, (c) depreciation and amortization expense, (d) any
extraordinary or non-recurring losses, (e) any decrease (on an after-tax basis)
in gas and electric deferrals as of the last day of such period from the gas and
electric deferrals as of the date that is 12 months earlier, (f) other non-cash
items reducing such Consolidated Net Income, and (g) all cash on the balance
sheet as of the last day of such period (net of all outstanding
   12
                                                                               7


Loans), minus, without duplication and, in the case of clauses (i) and (iii), to
the extent added in computing such Consolidated Net Income, the sum of for such
fiscal period of (i) any extraordinary or non-recurring gains, (ii) any increase
(on an after-tax basis) in gas and electric deferrals as of the last day of such
period over gas and electric deferrals as of the date that is 12 months earlier
and (iii) other non-cash items increasing such Consolidated Net Income, all as
determined on a consolidated basis in accordance with GAAP.

            "Consolidated Fixed Charges" means, with respect to (i) Avista
Utilities or (ii) the Borrower and its consolidated subsidiaries, as applicable,
for any four-fiscal-quarter period, the aggregate of all payments by Avista
Utilities or the Borrower and its consolidated subsidiaries, as applicable, for
such period, that, in accordance with GAAP, are or should be included in
interest paid, net of amounts capitalized, and capital lease interest paid
reflected in the statement of cash flows for Avista Utilities or the Borrower
and its consolidated subsidiaries, as applicable, less the amount of capital
lease interest paid to Avista Utilities or the Borrower or any consolidated
subsidiary, as applicable, for such period that is not reflected in Consolidated
Cash Flow of Avista Utilities or the Borrower and its consolidated subsidiaries,
as applicable, for such period, all as determined on a consolidated basis in
accordance with GAAP.

            "Consolidated Net Income" means, with respect to (i) Avista
Utilities or (ii) the Borrower and its consolidated subsidiaries, as applicable,
for any four-fiscal-quarter period, the net income or loss of Avista Utilities
or the Borrower and its consolidated subsidiaries, as applicable, for such
period determined on a consolidated basis in accordance with GAAP; provided that
there shall be excluded (a) the income of any person which has any contractual
restriction on dividends and (b) the income or loss of any person accrued prior
to the date it becomes a subsidiary or is merged into or consolidated with the
Borrower or any applicable subsidiary or the date that such person's assets are
acquired by the Borrower or any applicable subsidiary.

            "Consolidated Total Capitalization" on any date means the sum,
without duplication, of the following with respect to the Borrower and its
consolidated subsidiaries: (a) total capitalization as of such date, as
determined in accordance with GAAP, (b) the current portion of liabilities which
as of such date would be classified in whole or part as long-term debt in
accordance with GAAP (it being understood that the noncurrent portion of such
liabilities is included in the total capitalization referred to in clause (a)),
(c) all obligations as lessee which, in accordance with GAAP, are capitalized as
liabilities (including the current portion thereof), and (d) all other
liabilities which would be classified as short-term debt in accordance with
GAAP.
   13
                                                                               8

            "Consolidated Total Debt" on any date means the sum, without
duplication, of the following with respect to the Borrower and its consolidated
subsidiaries: (a) all liabilities which as of such date would be classified in
whole or in part as long-term debt in accordance with GAAP (including the
current portion thereof), (b) all obligations as lessee which, in accordance
with GAAP, are capitalized as liabilities (including the current portion
thereof), (c) all other liabilities which would be classified as short-term debt
in accordance with GAAP, and (d) all Guarantees of or by the Borrower.

            "Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and "Controlling" and "Controlled" shall have meanings correlative
thereto.

            "Default" shall mean any event or condition which upon notice, lapse
of time or both would constitute an Event of Default.

            "Delayed Fixed Rate" shall mean, with respect to any Auction Loan
(other than a Eurodollar Auction Loan or a Fixed Rate Loan), the fixed rate of
interest per annum specified by the Bank in making such Auction Loan in its
related Auction Bid.

            "Delayed Fixed Rate Loan" shall mean an Auction Loan bearing
interest at a Delayed Fixed Rate for which an Auction Bid Request is made two
Business Days before the proposed date of borrowing.

            "dollars" or "$" shall mean lawful money of the United States of
America.

            "Environmental Law" shall mean any and all applicable present and
future treaties, laws, regulations, enforceable requirements, binding
determinations, orders, decrees, judgments, injunctions, permits, approvals,
authorizations, licenses, permissions, notices or binding agreements issued,
promulgated or entered by any Governmental Authority, relating to the
environment, preservation or reclamation of natural resources, or to the
management, release or threatened release of contaminants or noxious odor,
including the Hazardous Materials Transportation Act, Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986, Solid Waste Disposal
Act, as amended by the Resource Conservation and Recovery Act of 1976 and
Hazardous and Solid Waste Amendments of 1984, Federal Water Pollution Control
Act, as amended by the Clean Water Act of 1977, Clean Air Act of 1970, as
amended, Toxic Substances Control Act of
   14
                                                                               9


1976, Occupational Safety and Health Act of 1970, as amended, Emergency Planning
and Community Right-to-Know Act of 1986, Safe Drinking Water Act of 1974, as
amended, and any similar or implementing state law, and all amendments or
regulations promulgated thereunder.

            "Equity Interests" shall mean shares of stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a person, and all
options, warrants or other rights to acquire any such equity ownership interests
in a person.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time.

            "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that is a member of a group of which the Borrower is a member and
which is treated as a single employer under Section 414 of the Code.

            "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Eurodollar Rate.

            "Eurodollar Borrowing" shall mean a Borrowing comprised of
Eurodollar Loans.

            "Eurodollar Loan" shall mean any Loan bearing interest at a rate
determined by reference to the Eurodollar Rate in accordance with the provisions
of Article II.

            "Eurodollar Rate" shall mean, with respect to any Eurodollar Loan
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to the product of (i) the arithmetic
average of rates at which dollar deposits approximately equal to the principal
amount of the portion of such Eurodollar Loan to be made by The Toronto-Dominion
Bank, and for a maturity equal to the applicable Interest Period, are offered to
The Toronto-Dominion Bank for Eurodollars at approximately 10:00 a.m., New York
City time, two Business Days prior to the commencement of such Interest Period
and (ii) Statutory Reserves. In the event that such rate is not available at
such time for any reason, then the "Eurodollar Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered
   15
                                                                              10


by the principal London office of the Agent in immediately available funds in
the London interbank market at approximately 10:00 a.m., New York City time, two
Business Days prior to the commencement of such Interest Period.

            "Event of Default" shall have the meaning assigned to such term in
Article VII.

            "Expiration Date" shall mean May 29, 2002.

            "Federal Funds Effective Rate" shall mean, for any day, the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as reported on such
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
reported for any day that is a Business Day, the average of the quotations for
the day of such transactions received by the Agent from three Federal funds
brokers of recognized standing selected by it.

            "Fees" shall mean the Commitment Fee and the other fees referred to
in Section 2.07.

            "Financial Officer" of any corporation shall mean the chief
financial officer or Treasurer of such corporation.

            "First Mortgage" shall mean the Mortgage and Deed of Trust dated as
of June 1, 1939, made by the Borrower in favor of Citibank, N.A., as successor
Trustee, as the same has been amended, modified or supplemented to date and as
the same may be further amended, modified or supplemented from time to time
hereafter.

            "Fixed Rate" shall mean, with respect to any Auction Loan (other
than a Eurodollar Auction Loan or a Delayed Fixed Rate Loan), the fixed rate of
interest per annum specified by the Bank making such Auction Loan in its related
Auction Bid.

            "Fixed Rate Loan" shall mean an Auction Loan bearing interest at a
Fixed Rate for which an Auction Bid Request is made on the day of the proposed
borrowing.

            "GAAP" shall mean generally accepted accounting principles, applied
on a consistent basis.

            "Governmental Authority" shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.
   16
                                                                              11


            "Guarantee" of or by any person shall mean any obligation,
contingent or otherwise, of such person guaranteeing or having the economic
effect of guaranteeing any Indebtedness of any other person (the "primary
obligor") in any manner, whether directly or indirectly, and including any
obligation of such person, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (b) to purchase property, securities or
services for the purpose of assuring the owner of such Indebtedness of the
payment of such Indebtedness or (c) to maintain working capital, equity capital
or other financial statement condition or liquidity of the primary obligor so as
to enable the primary obligor to pay such Indebtedness; provided, however, that
the term Guarantee shall not include endorsements for collection or deposit, in
either case in the ordinary course of business.

            "Indebtedness" of any person shall mean, without duplication, (a)
all obligations of such person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such person
upon which interest charges are customarily paid, (d) all obligations of such
person under conditional sale or other title retention agreements relating to
property or assets purchased by such person, (e) all obligations of such person
issued or assumed as the deferred purchase price of property or services (other
than trade payables incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such person, whether or not the obligations
secured thereby have been assumed, but limited, if such obligations are without
recourse to such person, to the lesser of the principal amount of such
Indebtedness or the fair market value of such property, (g) all Guarantees by
such person of Indebtedness of others, (h) all Capital Lease Obligations of such
person, (i) all obligations of such person in respect of interest rate
protection agreements, foreign currency exchange agreements or other interest or
exchange rate hedging arrangements (the amount of any such obligation to be the
amount that would be payable upon the acceleration, termination or liquidation
thereof) and (j) all obligations of such person as an account party in respect
of letters of credit and bankers' acceptances. The Indebtedness of any person
shall include the Indebtedness of any partnership in which such person is a
general partner.

            "Interest Payment Date" shall mean, with respect to any Loan, the
last day of the Interest Period applicable to the Borrowing of which such Loan
is a part and, in addition, the date of any refinancing or conversion of such
Borrowing with or to a Borrowing of a different Type, and (a) in the case of a
Eurodollar Borrowing with an
   17
                                                                              12


Interest Period of more than three months' duration, each day that would have
been an Interest Payment Date had successive Interest Periods of three months'
duration been applicable to such Borrowing and (b) in the case of a Fixed Rate
Borrowing or Delayed Fixed Rate Borrowing with an Interest Period of more than
90 days' duration (unless otherwise specified in the applicable auction Bid
Request), each day prior to the last day of such Interest Period that occurs at
intervals of 90 days' duration after the first day of such Interest Period, and
any other dates that are specified in the applicable Auction Bid Request as
Interest Payment Dates with respect to such Borrowing.

            "Interest Period" shall mean (a) as to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the last
day) in the calendar month that is 1, 2, 3 or 6 months thereafter, as the
Borrower may elect, (b) as to any ABR Borrowing, the period commencing on the
date of such Borrowing and ending on the earliest of (i) the next succeeding
March 31, June 30, September 30 or December 31, (ii) the Expiration Date, and
(iii) the date such Borrowing shall be repaid or prepaid in accordance with
Section 2.12 and (c) with respect to any Fixed Rate Borrowing or Delayed Fixed
Rate Borrowing, the period (which shall not be less than 7 days or more than 360
days) commencing on the date of such Borrowing and ending on the date specified
in the applicable Auction Bid Request; provided, however, that if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless, in the case of a
Eurodollar Borrowing only, such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next
preceding Business Day. Interest shall accrue from and including the first day
of an Interest Period to but excluding the last day of such Interest Period.

            "Issuing Bank" shall mean The Toronto-Dominion Bank in its capacity
as the issuer of Letters of Credit hereunder, and its successors in such
capacity as provided in Section 2.06(i). The Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing Bank, in which case the term "Issuing Bank" shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.

            "LC Disbursement" shall mean a payment made by the Issuing Bank
pursuant to a Letter of Credit.

            "LC Exposure" shall mean, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate
   18
                                                                              13


amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Bank at any time shall be
its Applicable Percentage of the total LC Exposure at such time.

            "Letter of Credit" shall mean any letter of credit issued pursuant
to this Agreement.

            "Lien" shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset and
(c) in the case of securities, any purchase option, call or similar right of a
third party with respect to such securities.

            "Loan Documents" shall mean this Agreement, the Pledge Agreement,
any Notes and any Letter of Credit applications referred to in Section 2.06(a).

            "Loans" shall mean loans made by the Banks to the Borrower pursuant
to this Agreement.

            "Margin" shall mean, with respect to any Auction Loan bearing
interest at a rate based on the Eurodollar Rate, the marginal rate of interest,
if any, to be added to or subtracted from the Eurodollar Rate to determine the
rate of interest applicable to such Loan, as specified by the Bank making such
Loan in its related Auction Bid.

            "Margin Stock" shall have the meaning given such term under
Regulation U.

            "Material Adverse Effect" shall mean an effect on the business,
assets, operations or financial condition of the Borrower and the Subsidiaries
taken as a whole which could reasonably be expected to have a material adverse
effect on the creditworthiness of the Borrower.

            "Moody's" shall mean Moody's Investors Service, Inc.

            "Notes" shall mean any promissory notes of the Borrower,
substantially in the form of Exhibit A, evidencing Loans, as may be delivered
pursuant to Section 2.05.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation referred
to and defined in ERISA.
   19
                                                                              14


            "person" shall mean a corporation, association, partnership, trust,
limited liability company, organization, business, individual or government or
governmental agency or political subdivision thereof.

            "Plan" shall mean any pension plan subject to the provisions of
Title IV of ERISA or Section 412 or the Code which is maintained for employees
of the Borrower or any ERISA Affiliate.

            "Pledge Agreement" shall mean the Amended and Restated Pledge
Agreement dated the date hereof between the Borrower and the Agent relating to
the pledge of all the outstanding Equity Interests in Avista Capital, Inc., to
the Agent for the benefit of the Agent and the Banks.

            "Pledge Release Date" shall mean the earlier of (a) the first date
on which the Rating from S&P shall be not less than A- and the Rating from
Moody's shall be not less than A3 and (b) the date on which the Borrower sells,
transfers or otherwise disposes of all the Equity Interests in Avista Capital,
Inc., in a transaction not prohibited by this Agreement.

            "Pre-Restatement Credit Agreements" shall mean each of the Revolving
Credit Agreement ($120,000,000) (364 Day) and the Revolving Credit Agreement
($140,000,000) (364 Day), in each case, among the Borrower, the banks named
therein, Toronto Dominion (Texas), Inc., Bank of America, N.A., and The Bank of
New York, dated as of June 26, 2000, and as in effect prior to its amendment,
restatement and combination hereby.

            "Prime Rate" shall mean the rate of interest per annum adopted from
time to time by The Toronto-Dominion Bank at its principal office in New York
City as its prime rate. For purposes of this Agreement, any change in the
Alternate Base Rate due to a change in the Prime Rate shall be effective on the
date such change in the Prime Rate is adopted.

            "Ratings" shall refer to the ratings of Moody's and S&P applicable
to the Borrower's senior unsecured long-term debt obligations.

            "Register" shall have the meaning given to such term in Section
9.04(d).

            "Regulation D" shall mean Regulation D of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof and shall include
   20
                                                                              15


any successor or other regulation or official interpretation of the Board
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

            "Regulation U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "Regulation X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "Related Parties" shall mean, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

            "Reportable Event" shall mean any reportable event as defined in
Section 4043(b) of ERISA or the regulations issued thereunder with 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).

            "Required Banks" shall mean, at any time, Banks having Revolving
Credit Exposures representing at least 66-2/3% of the aggregate Revolving
Exposures or, if there shall be no Revolving Credit Exposure, Banks having
Commitments representing at least 66-2/3% of the aggregate Commitments. For
purposes of declaring the Loans to be due and payable pursuant to Article VII
and of demanding the deposit of cash collateral pursuant to Section 2.06(i), and
for all purposes after the Loans become due and payable pursuant to Article VII
or the Commitments expire or terminate, the outstanding Auction Loans of the
Banks shall be included in their respective Revolving Credit Exposure in
determining the Required Banks.

            "Responsible Officer" of any corporation shall mean any executive
officer or Financial Officer of such corporation and any other officer or
similar official thereof responsible for the administration of the obligations
of such corporation in respect of this Agreement.

            "Revolving Credit Exposure" shall mean, with respect to any Bank at
any time, the sum of the outstanding principal amount of such Bank's Revolving
Loans and its LC Exposure at such time.

            "Revolving Loan" shall mean a Loan made pursuant to Section 2.03.
   21
                                                                              16


            "RTO Transaction" shall mean any sale, transfer or other disposition
of transmission assets entered into in connection with the formation of a
regional transmission organization pursuant to or in a manner consistent with
regulatory requirements applicable to the Borrower.

            "S&P" shall mean Standard & Poor's Ratings Services.

            "Significant Subsidiary" shall mean a Subsidiary meeting any one of
the following conditions: (a) the investments in and advances to such Subsidiary
by the Borrower and the other Subsidiaries, if any, as at the end of the
Borrower's latest fiscal quarter exceeded 10% of the total assets of the
Borrower and its Subsidiaries at such date, computed and consolidated in
accordance with GAAP; or (b) the Borrower's and the other Subsidiaries'
proportionate share of the total assets (after intercompany eliminations) of
such Subsidiary as at the end of the Borrower's latest fiscal quarter exceeded
10% of the total assets of the Borrower and its Subsidiaries at such date,
computed and consolidated in accordance with GAAP; or (c) the equity in the
income from continuing operations before income taxes, extraordinary items and
cumulative effect of a change in accounting principles of such Subsidiary for
the period of four consecutive fiscal quarters ending at the end of the
Borrower's latest fiscal quarter exceeded 10% of such income of the Borrower and
its Subsidiaries for such period, computed and consolidated in accordance with
GAAP; or (d) such Subsidiary is the parent of one or more Subsidiaries and,
together with such Subsidiaries would, if considered in the aggregate,
constitute a Significant Subsidiary.

            "Statutory Reserves" shall mean a fraction (expressed as a decimal)
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including,
without limitation, any marginal, special, emergency or supplemental reserves)
with respect to Eurodollar funding (including with respect to Eurocurrency
Liabilities as defined in Regulation D) in an amount approximately equal to the
respective Eurodollar Loan and with a term approximately equal to the Interest
Period for such Eurodollar Loan expressed as a decimal established by the Board
or by any other United States banking authority to which the Agent is subject.
Such reserve percentages shall include, without limitation, those imposed under
Regulation D. Statutory Reserves shall be adjusted automatically on and as of
the effective date of any change in any reserve percentage.

            "subsidiary" shall mean, for any person (the "Parent"), any
corporation, partnership or other entity of which securities or other ownership
interests having by the terms thereof ordinary voting power to elect a majority
of the board of directors or other
   22
                                                                              17


persons performing similar functions of such corporation, partnership or other
entity (irrespective of whether or not at the time securities or other ownership
interests of any other class or classes of such corporation, partnership or
other entity shall have or might have voting power by reason of the happening of
any contingency) are at the time directly or indirectly owned or controlled by
the Parent or one or more of its subsidiaries or by the Parent and one or more
of its subsidiaries.

            "Subsidiary" shall mean a subsidiary of the Borrower.

            A "Subsidiary Event" shall mean the following; provided, however,
that a Subsidiary Event shall not be deemed to have occurred if the Banks have
previously consented thereto:

               (a) any Significant Subsidiary shall fail to observe or perform
        any covenant, condition or agreement contained in Section 5.01(a) as if
        such section applied to such Significant Subsidiary, with all references
        therein to the Borrower being deemed references to such Significant
        Subsidiary;

               (b) any Significant Subsidiary shall fail to observe or perform
        any covenant, condition or agreement in Sections 5.01(b), 5.02, 5.03 or
        5.07 as if such sections applied to such Significant Subsidiary, with
        all references therein to the Borrower being deemed references to such
        Significant Subsidiary, and such default shall continue unremedied for a
        period of 30 days after notice thereof from the Agent or any Bank to the
        Borrower;

               (c) any Significant Subsidiary shall:

                   (i) merge into or consolidate with any other person, or
               permit any other person to merge into or consolidate with it, or
               purchase, lease or otherwise acquire (in one transaction or a
               series of transactions) all or substantially all of the assets of
               any other person (whether directly by purchase, lease or other
               acquisition of all or substantially all of the assets of such
               person or indirectly by purchase or other acquisition of all or
               substantially all of the capital stock of such other person)
               other than acquisitions in the ordinary course of such
               Significant Subsidiary's business, except that if, at the time
               thereof and immediately after giving effect thereto no Event of
               Default or Default shall have occurred and be continuing, then
               (A) such Significant Subsidiary may (i) merge with or into, or
               consolidate with, any Subsidiary or (ii) merge with or into, or
   23
                                                                              18


               consolidate with, the Borrower in a transaction in which the
               Borrower is the surviving corporation, (B) such Significant
               Subsidiary may purchase, lease or otherwise acquire from any
               Subsidiary all or substantially all of its assets and may
               purchase or otherwise acquire all or substantially all of the
               capital stock of any person who immediately thereafter is a
               Subsidiary, (C) such Significant Subsidiary may merge with or
               into, or consolidate with, any other person so long as the assets
               of such person at the time of such consolidation or merger, do
               not exceed 10% of the total assets of the Borrower and its
               Subsidiaries, after giving effect to such merger or
               consolidation, computed and consolidated in accordance with GAAP
               consistently applied, and (D) such Significant Subsidiary may
               purchase, lease or otherwise acquire any or all of the assets of
               any other person (and may purchase or otherwise acquire the
               capital stock of any other person) so long as the assets being
               purchased, leased or acquired (or the Significant Subsidiary's
               proportionate share of the assets of the person whose capital
               stock is being acquired) do not exceed 10% of the total assets of
               the Borrower and its Subsidiaries, after giving effect to such
               acquisition, computed and consolidated in accordance with GAAP
               consistently applied, or

                   (ii) sell, lease, transfer, assign or otherwise dispose of
               (in one transaction or in a series of transactions), in any
               fiscal year, assets (whether now owned or hereafter acquired)
               which, together with the amount of all sales, leases, transfers,
               assignments or dispositions by the Borrower permitted under
               Section 6.03 (other than sales, leases, transfers, assignments or
               other dispositions permitted under clauses (i) through (vi) of
               such Section), are in excess of 10% of the assets of the Borrower
               and its Subsidiaries as of the end of the most recent fiscal
               year, computed and consolidated in accordance with GAAP
               consistently applied, except (A) a Significant Subsidiary may
               sell, lease, transfer, assign or otherwise dispose of, in any
               fiscal year, assets in the ordinary course of business which,
               together with the amount of all sales, leases, transfers,
               assignments or dispositions in the ordinary course permitted
               under Section 6.03(i), do not exceed 5% of the assets of the
               Borrower and its Subsidiaries as of the end of the most recent
               fiscal year, computed and consolidated in accordance with GAAP
               consistently applied, (B) to the extent permitted in clause
               (c)(i) above and (C) any Significant Subsidiary may sell, lease,
               transfer, assign or otherwise dispose of, or create, incur,
               assume or permit to exist Liens on, receivables and related
               properties or interests therein;
   24
                                                                              19


provided, however, that, notwithstanding anything in this clause (c) to the
contrary, a Subsidiary Event shall not be deemed to have occurred and shall not
constitute an Event of Default under paragraph (k) of Article VII if, after
giving effect to the consummation of any transaction contemplated by clause
(c)(i) or (c)(ii) hereof, such Significant Subsidiary shall have or shall be
deemed to have a ratio of total long-term Indebtedness to total stockholders'
equity equal to or less than 1.5 to 1.0.

            "Transactions" shall have the meaning assigned to such term in
Section 3.02.

            "Type", when used in respect of any Loan or Borrowing, shall refer
to the Rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined. For purposes hereof, "Rate" shall mean,
in the case of a Revolving Loan or Borrowing, the Eurodollar Rate and the
Alternate Base Rate or, in the case of an Auction Loan or Borrowing, the
Eurodollar Rate, Fixed Rate or Delayed Fixed Rate.

            "Utilization Fee" shall have the meaning assigned to such term in
Section 2.07.

            SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided,
however, that if the Borrower notifies the Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Agent notifies the Borrower that the
Required Banks request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.
   25
                                                                              20


ARTICLE II. THE CREDITS

            SECTION 2.01. Commitments. (a) Subject to the terms and conditions
and relying upon the representations and warranties herein set forth, each Bank
agrees, severally and not jointly, to make Revolving Loans to the Borrower, at
any time and from time to time on or after the date of this Agreement, and until
the earlier of the Expiration Date and the termination of the Commitment of such
Bank in accordance with the terms hereof, in an aggregate principal amount at
any time outstanding that will not result in (i) the Revolving Credit Exposure
of any Bank exceeding the Commitment set forth opposite its name in Schedule
2.01 hereto, as the same may be reduced from time to time pursuant to Section
2.11, or (ii) the sum of the total Revolving Credit Exposures plus the aggregate
principal amount of outstanding Auction Loans exceeding the total Commitments.

            (b) On not more than two occasions the Borrower may by written
notice to the Administrative Agent cause New Banks (as defined below) to assume
Commitments in an aggregate amount not in excess of $40,000,000 in the aggregate
(the "New Commitments"). Each such notice shall specify (i) the date (each a
"Transition Date") on which the Borrower proposes that New Commitments shall
become effective, which shall be not less than ten Business Days after the date
on which such notice is delivered to the Administrative Agent and (ii) the
identity of each person that has agreed to assume any portion of such New
Commitments (each a "New Bank") and the amount of such New Commitments allocated
to such New Bank. Subject only to there not existing any Default or Event of
Default on such Transition Date before or after giving effect to such New
Commitments, such New Commitments shall become effective as of such Transition
Date and, if any Revolving Loans are outstanding on such Transition Date, each
Bank shall assign to the New Banks, and each of the New Banks shall purchase
from the Banks, at the principal amount thereof, such interests in the Revolving
Loans outstanding on such Transition Date as shall be necessary in order that,
after giving effect to all such assignments and purchases, such Revolving Loans
will be held by Banks and New Banks ratably in accordance with their Commitments
after giving effect to the addition of such New Commitments to the Commitments.
The Administrative Agent shall notify the Banks promptly upon receipt of the
Borrower's notice thereof of each Transition Date and in respect thereof the New
Commitments, the New Banks and, in the case of each notice to any Bank, the
respective interests in such Bank's Revolving Loans subject to the assignments
contemplated by the immediately preceding sentence. In the event that any Bank
shall incur any breakage cost as a result of making any such assignment, or that
any New Bank shall incur any reverse breakage cost as a result of taking any
such assignment, the Borrower shall indemnify it for such cost, calculated as
contemplated by Section 2.15 in the case of breakage costs and calculated based
upon the difference between the
   26
                                                                              21


Eurodollar Rate applicable to each assigned Revolving Loan and the cost to the
New Bank of funding its assigned interests in the case of reverse breakage
costs. It is expressly understood that no Bank shall have any obligation to
agree to an increase in the amount of the Commitment pursuant to this Section.

            (c) Within the limits set forth in the preceding sentence, the
Borrower may borrow, pay or prepay and reborrow Revolving Loans on or after the
date of this Agreement and prior to the Expiration Date, subject to the terms,
conditions and limitations set forth herein.

            SECTION 2.02. Loans. (a) Each Revolving Loan shall be made as part
of a Borrowing consisting of Revolving Loans made by the Banks ratably in
accordance with their Commitments. Each Auction Loan shall be made in accordance
with the procedures set forth in Section 2.04. The failure of any Bank to make
any Loan required to be made hereunder shall not in itself relieve any other
Bank of its obligation to lend hereunder (it being understood, however, that no
Bank shall be responsible for the failure of any other Bank to make any Loan
required to be made by such other Bank). The Loans comprising each Borrowing
shall be in an aggregate principal amount which is an integral multiple of
$1,000,000.

            (b) Subject to Section 2.10, (i) each Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans, as the Borrower may request
pursuant to Section 2.03, and (ii) each Auction Borrowing shall be comprised
entirely of Eurodollar Loans, Fixed Rate Loans or Delayed Fixed Rate Loans as
the Borrower may request in accordance with Section 2.04. Each Bank may at its
option fulfill its Commitment with respect to any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Bank to make such Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan in accordance with the terms of this Agreement or any
applicable Note. Borrowings of more than one Type or Class may be outstanding at
the same time; provided, however, that the Borrower shall not be entitled to
request any Borrowing which, if made, would result in an aggregate of more than
seven separate Eurodollar Loans of any Bank being outstanding hereunder at any
one time. For purposes of the foregoing, Loans having different Interest
Periods, regardless of whether they commence on the same date, shall be
considered separate Loans.

            (c) Subject to paragraph (e) below, each Bank shall make a Revolving
Loan in the amount of its pro rata portion, as determined under Section 2.16,
or, if an Auction Loan, in the relevant amount as determined under Section 2.04,
of each Borrowing hereunder on the proposed date thereof by wire transfer of
immediately
   27
                                                                              22


available funds to the Agent in Houston, Texas, not later than 2:00 p.m., New
York City time, and the Agent shall by 3:00 p.m., New York City time, make
available to the Borrower in immediately available funds the amounts so received
(i) by wire transfer for credit to the account of the Borrower with Bank of
America, N.A., Account Number 12332-29152; ABA # 121000358, or (ii) as otherwise
specified by the Borrower in its notice of Borrowing or, if a Borrowing shall
not occur on such date because any condition precedent herein specified shall
not have been met, return the amounts so received to the respective Banks.
Unless the Agent shall have received notice from a Bank prior to the date of any
Borrowing that such Bank will not make available to the Agent such Bank's
portion of such Borrowing, the Agent may assume that such Bank has made such
portion available to the Agent on the date of such Borrowing in accordance with
this paragraph (c) and the Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount. If and to the
extent that such Bank shall not have made such portion available to the Agent,
such Bank and the Borrower severally agree to repay to the Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Agent at (i) in the case of the Borrower the interest
rate applicable at the time to the Loans comprising such Borrowing and (ii) in
the case of such Bank, the Federal Funds Effective Rate. If such Bank shall
repay to the Agent such corresponding amount, such amount shall constitute such
Bank's Loan as part of such Borrowing for purposes of this Agreement.

            (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request any Borrowing if the Interest Period
requested with respect thereto would end after the Expiration Date.

            (e) The Borrower may refinance all or any part of any Borrowing with
a Borrowing of the same or a different Type or Class, subject to the conditions
and limitations set forth in this Agreement. Any Borrowing or part thereof so
refinanced shall be deemed to be repaid or prepaid in accordance with Section
2.05 or 2.12, as applicable, with the proceeds of a new Borrowing, and the
proceeds of the new Borrowing, to the extent they do not exceed the principal
amount of the Borrowing being refinanced, shall not be paid by the Banks to the
Agent or by the Agent to the Borrower pursuant to paragraph (c) above.

            SECTION 2.03. Notice of Revolving Borrowings. To request a Revolving
Borrowing, the Borrower shall give the Agent written or telecopy notice (or
telephone notice promptly confirmed in writing or by telecopy) (a) in the case
of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time,
three Business Days before
   28
                                                                              23


a proposed borrowing and (b) in the case of an ABR Borrowing, not later than
12:00 (noon), New York City time, the day of a proposed borrowing. Such notice
shall be irrevocable and shall in each case refer to this Agreement and specify
(i) whether the Borrowing then being requested is to be a Eurodollar Borrowing
or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business
Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar
Borrowing, the Interest Period with respect thereto. If no election as to the
Type of Borrowing is specified in any such notice, then the requested Borrowing
shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar
Borrowing is specified in any such notice, then the Borrower shall be deemed to
have selected an Interest Period of one month's duration. If the Borrower shall
not have given notice in accordance with this Section 2.03 of its election to
refinance a Borrowing prior to the end of the Interest Period in effect for such
Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end
of such Interest Period) be deemed to have given notice of an election to
refinance such Borrowing with an ABR Borrowing. The Agent shall promptly advise
the Banks of any notice given pursuant to this Section 2.03 and of each Bank's
portion of the requested Borrowing.

            SECTION 2.04. Auction Bid Procedure. (a) Subject to the terms and
conditions set forth herein, from time to time during the Availability Period
the Borrower may request Auction Bids and may (but shall not have any obligation
to) accept Auction Bids and borrow Auction Loans; provided that the sum of the
total Revolving Credit Exposures plus the aggregate principal amount of
outstanding Auction Loans at any time shall not exceed the total Commitments. To
request Auction Bids, the Borrower shall notify the Agent of such request by
telephone, in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New
York City time, four Business Days before the date of the proposed Borrowing, in
the case of a Fixed Rate Borrowing, not later than 1:00 p.m., New York City
time, one Business Day before the date of the proposed Borrowing, or, in the
case of a Delayed Fixed Rate Borrowing, not later than 2:00 p.m., New York City
time, two Business Days before the date for the proposed Borrowing; provided
that the Borrower may submit up to (but not more than) (i) 1 Eurodollar Auction
Bid Request and (ii) 1 Fixed Rate Auction Bid Request or 1 Delayed Fixed Rate
Auction Bid Request on the same day. Each such telephonic Auction Bid Request
shall be confirmed promptly by hand delivery or telecopy to the Agent of a
written Auction Bid Request in a form approved by the Agent and signed by the
Borrower. Each such telephonic and written Auction Bid Request shall specify the
following information in compliance with Section 2.02:

               (i)    the aggregate amount of the requested Borrowing;

   29
                                                                              24


               (ii) the date of such Borrowing, which shall be a Business Day;

               (iii) whether such Borrowing is to be a Eurodollar Borrowing, a
        Fixed Rate Borrowing, or a Delayed Fixed Rate Borrowing;

               (iv) the Interest Period (or Interest Periods) to be applicable
        to such Borrowing, which shall be a period contemplated by the
        definition of the term "Interest Period"; and

               (v) the location and number of the Borrower's account to which
        funds are to be disbursed, which shall comply with the requirements of
        Section 2.02.

            (b) Following receipt of an Auction Bid Request in accordance with
this Section, the Agent shall notify the Banks of the details thereof by
telecopy, inviting the Banks to submit Auction Bids in the case of a Eurodollar
Auction Bid Request, no later than 2:00 p.m., New York City time, four Business
Days before the proposed date of the Borrowing, in the case of a Fixed Rate
Auction Bid Request, no later than 2:00 p.m., one Business Day before the
proposed date of the Borrowing, and, in the case of a Delayed Fixed Rate Bid
Request, not later than 3:00 p.m., New York City time, two Business Days before
the proposed date of the Borrowing.

            (c) Each Bank may (but shall not have any obligation to) make one or
more Auction Bids to the Borrower in response to an Auction Bid Request. Each
Auction Bid by a Bank must be in a form approved by the Agent and must be
received by the Agent by telecopy, in the case of a Eurodollar Auction
Borrowing, not later than 12:00 (noon), New York City time, three Business Days
before the proposed date of such Auction Borrowing, in the case of a Fixed Rate
Borrowing, not later than 10:30 a.m., New York City time, on the proposed date
of such Auction Borrowing, and, in the case of a Delayed Fixed Rate Bid, not
later than 12:00 (noon), New York City time, one Business Day before the
proposed date of such Auction Borrowing. Auction Bids that do not conform
substantially to the form approved by the Agent may be rejected by the Agent,
and the Agent shall notify the applicable Bank as promptly as practicable. Each
Auction Bid shall specify (i) the principal amount (which shall be an integral
multiple of $1,000,000 and which may equal the entire principal amount of the
Auction Borrowing requested by the Borrower) of the Auction Loan or Loans that
the Bank is willing to make, (ii) the Auction Bid Rate or Rates at which the
Bank is prepared to make such Loan or Loans (expressed as a percentage rate per
annum in the form of a decimal to no more than four decimal places) and (iii)
the Interest Period applicable to each such Loan and the last day thereof in
accordance with the Auction Bid Request.
   30
                                                                              25


            (d) The Agent shall promptly notify the Borrower by telecopy of the
Auction Bid Rate and the principal amount specified in each Auction Bid and the
identity of the Bank that shall have made such Auction Bid.

            (e) Subject only to the provisions of this paragraph, the Borrower
may accept or reject any Auction Bid. The Borrower shall notify the Agent by
telephone, confirmed by telecopy in a form approved by the Agent, whether and to
what extent it has decided to accept or reject each Auction Bid, in the case of
a Eurodollar Auction Borrowing, not later than 2:00 p.m., New York City time,
three Business Days before the date of the proposed Auction Borrowing, in the
case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time,
on the proposed date of the Auction Borrowing, and, in the case of a Delayed
Fixed Rate Borrowing, not later than 1:00 p.m., New York City time, one Business
day before the date of the proposed Auction Borrowing; provided that (i) the
failure of the Borrower to give such notice shall be deemed to be a rejection of
each Auction Bid, (ii) the Borrower shall not accept an Auction Bid made at a
particular Auction Bid Rate if the Borrower rejects an Auction Bid made at a
lower Auction Bid Rate, (iii) the aggregate amount of the Auction Bids accepted
by the Borrower shall not exceed the aggregate amount of the requested Auction
Borrowing specified in the related Auction Bid Request, (iv) to the extent
necessary to comply with clause (iii) above, the Borrower may accept Auction
Bids at the same Auction Bid Rate in part, which acceptance, in the case of
multiple Auction Bids at such Auction Bid Rate, shall be made pro rata in
accordance with the amount of each such Auction Bid, and (v) except pursuant to
clause (iv) above, no Auction Bid shall be accepted for an Auction Loan unless
such Auction Loan is in an integral multiple of $1,000,000. A notice given by
the Borrower pursuant to this paragraph shall be irrevocable.

            (f) The Agent shall notify each bidding Bank by telephone and
telecopy whether or not its Auction Bid has been accepted (and, if so, the
amount and Auction Bid Rate so accepted) in the case of Eurodollar Auction
Loans, by 3:00 p.m., New York City time, three Business Days before the
borrowing date, in the case of Fixed Rate Loans, by 12:00 (noon), New York City
time, on the borrowing date, and, in the case of Delayed Fixed Rate Loans, by
3:00 p.m., New York City time, one Business Day before the Borrowing Date. Each
successful bidder will thereupon become bound, subject to the terms and
conditions hereof, to make the Auction Loan in respect of which its Auction Bid
has been accepted.

            (g) If the Agent shall elect to submit an Auction Bid in its
capacity as a Bank, it shall submit such Auction Bid directly to the Borrower at
least one quarter of an
   31
                                                                              26


hour earlier than the time by which the other Banks are required to submit their
Auction Bids to the Agent pursuant to paragraph (b) of this Section.

            SECTION 2.05. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay each Bank the then unpaid principal
amount of each Loan of such Bank on the last day of the Interest Period
applicable to such Loan and on the Expiration Date. Each Loan shall bear
interest on the outstanding principal balance thereof as set forth in Section
2.08.

            (b) Each Bank shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such Bank
resulting from each Loan made by such Bank, including the amounts of principal
and interest payable and paid to such Bank from time to time hereunder.

            (c) The Agent shall maintain accounts in which it shall record (i)
the amount and date of each Loan made hereunder, the Class and Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal,
interest or fees due and payable or to become due and payable from the Borrower
to each Bank hereunder and (iii) the amount of any principal, interest or fees
received by the Agent hereunder for the account of the Banks and each Bank's
share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Bank or the Agent to maintain such accounts or any error therein
shall not in any manner affect the obligation of the Borrower to repay the Loans
in accordance with the terms of this Agreement.

            (e) Any Bank may request that Loans of any Class made by it be
evidenced by a Note. In such event, the Borrower shall prepare, execute and
deliver to such Bank a Note payable to the order of such Bank (or, if requested
by such Bank, to such Bank and its registered assigns). Thereafter, the Loans
evidenced by such Note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more Notes in such
form payable to the order of the payee named therein (or, if such Note is a
registered Note, to such payee and its registered assigns).

            SECTION 2.06. Letters of Credit. (a) General. Subject to the terms
and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit for its own account, in a form reasonably acceptable to the
Agent and the Issuing Bank, at any time and from time to time during the
Availability Period. In the event of any
   32
                                                                              27


inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, the Issuing
Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (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, amend, renew or extend such Letter
of Credit. If requested by the Issuing Bank, the Borrower also shall submit a
letter of credit application on the Issuing Bank's standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $50,000,000 and (ii) the sum of
the total Revolving Credit Exposures plus the aggregate principal amount of
outstanding Auction Loans shall not exceed the total Commitments.

            (c) Expiration Date. Each Letter of Credit shall expire not later
than the close of business on the date that is five Business Days prior to the
Expiration Date.

            (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Banks, the Issuing Bank
hereby grants to each Bank, and each Bank hereby acquires from the Issuing Bank,
a participation in such Letter of Credit equal to such Bank's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Bank hereby
absolutely and unconditionally agrees to pay to the Agent, for the account of
the Issuing Bank, such Bank's Applicable Percentage of each LC Disbursement made
by the Issuing Bank and not reimbursed by the Borrower on the date due as
provided in paragraph (e) of this Section, or of any reimbursement payment
   33
                                                                              28


required to be refunded to the Borrower for any reason to the extent received by
such Bank. Each Bank acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

            (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Agent an amount equal to such LC Disbursement
not later than 12:00 (noon), New York City time, on (i) the Business Day that
the Borrower receives notice of such LC Disbursement, if such notice is received
prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the
Business Day immediately following the day that the Borrower receives such
notice, if such notice is not received prior to such time on the day of receipt;
provided that ,if such LC Disbursement is not less than $1,000,000, the Borrower
may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 that such payment be financed with an ABR Revolving
Borrowing in an equivalent amount and, to the extent so financed, the Borrower's
obligation to make such payment shall be discharged and replaced by the
resulting ABR Revolving Borrowing. If the Borrower fails to make such payment
when due, the Agent shall notify each Bank of the applicable LC Disbursement,
the payment then due from the Borrower in respect thereof and such Bank's
Applicable Percentage thereof. Promptly following receipt of such notice, each
Bank shall pay to the Agent its Applicable Percentage of the payment then due
from the Borrower, in the same manner as provided in Section 2.02 with respect
to Loans made by such Bank (and Section 2.02 shall apply, mutatis mutandis, to
the payment obligations of the Banks), and the Agent shall promptly pay to the
Issuing Bank the amounts so received by it from the Banks. Promptly following
receipt by the Agent of any payment from the Borrower pursuant to this
paragraph, the Agent shall distribute such payment to the Issuing Bank or, to
the extent that Banks have made payments pursuant to this paragraph to reimburse
the Issuing Bank, then to such Banks and the Issuing Bank as their interests may
appear. Any payment made by a Bank pursuant to this paragraph to reimburse the
Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving
Loans as contemplated above) shall not constitute a Loan and shall not relieve
the Borrower of its obligation to reimburse such LC Disbursement.

            (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
   34
                                                                              29


unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Agent, the Banks nor the Issuing Bank, nor any of their Related Parties,
shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit or any payment or failure to
make any payment thereunder (irrespective of any of the circumstances referred
to in the preceding sentence), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank;
provided that the foregoing shall not be construed to excuse the Issuing Bank
from liability to the Borrower to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by the Issuing Bank's gross negligence or wilful misconduct. The
parties hereto expressly agree that, in the absence of gross negligence or
wilful misconduct on the part of the Issuing Bank (as finally determined by a
court of competent jurisdiction), the Issuing Bank shall be deemed to have
exercised care in each such determination. In furtherance of the foregoing and
without limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

            (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Agent and the Borrower by telephone (confirmed by telecopy) of such
demand for payment and whether the Issuing Bank has made or will make an LC
Disbursement thereunder;
   35
                                                                              30


provided that any failure to give or delay in giving such notice shall not
relieve the Borrower of its obligation to reimburse the Issuing Bank and the
Banks with respect to any such LC Disbursement.

            (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.09 shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Bank pursuant to paragraph (e) of this Section to reimburse the Issuing Bank
shall be for the account of such Bank to the extent of such payment.

            (i) Cash Collateralization. If any Event of Default shall occur and
be continuing, on the Business Day that the Borrower receives notice from the
Agent, at the request of the Required Banks, demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account
with the Agent, in the name of the Agent and for the benefit of the Banks, an
amount in cash equal to the LC Exposure as of such date plus any accrued and
unpaid interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in
clause (g) or (h) of Article VII. Such deposit shall be held by the Agent as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement. The Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Agent and at the Borrower's risk
and expense, such deposits shall not bear interest. Interest or profits, if any,
on such investments shall accumulate in such account. Moneys in such account
shall be applied by the Agent to reimburse the Issuing Bank for LC Disbursements
for which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrower for
the LC Exposure at such time or be applied to satisfy other obligations of the
Borrower under this Agreement. If the Borrower is required to provide an amount
of cash collateral hereunder as a result of the occurrence of an Event of
Default, such amount (to the extent
   36
                                                                              31


not applied as aforesaid) shall be returned to the Borrower within three
Business Days after all Events of Default have been cured or waived.

            SECTION 2.07. Fees. (a) The Borrower agrees to pay to each Bank,
through the Agent, on the first Business Day of January, April, July and
October, in each year, and on the date on which the Commitment of such Bank
shall be terminated as provided herein, a commitment fee at the Applicable Rate
(a "Commitment Fee") on the average daily unused amount of the Commitment of
such Bank during the preceding quarter (or shorter period commencing with the
date hereof or ending with the Expiration Date or the date on which the
Commitment of such Bank shall be terminated); provided, that, for purposes of
determining the Commitment Fee, the undrawn portion of the Commitments shall not
be deemed to be reduced by the amount of any borrowing under the Auction
Facility. The Commitment Fees shall accrue on each day at a rate per annum equal
to the Applicable Rate in effect on such day. All Commitment Fees shall be
computed on the basis of the actual number of days elapsed in a year of 365 or
366 days, as appropriate. The Commitment Fee due to each Bank shall commence to
accrue on the date of this Agreement and shall cease to accrue on the date on
which the Commitment of such Bank shall be terminated as provided herein.

            (b) The Borrower agrees to pay (i) to the Agent for the account of
each Bank a participation fee with respect to its participations in Letters of
Credit, which shall accrue at the Applicable Rate on the average daily amount of
such Bank's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Closing
Date to but excluding the later of the date on which such Bank's Commitment
terminates and the date on which such Bank ceases to have any LC Exposure, and
(ii) to the Issuing Bank a fronting fee for Letters of Credit, which shall
accrue at the rate per annum of .125% on the average daily amount of the LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Closing Date to but
excluding the later of the date of termination of the Commitments and the date
on which there ceases to be any LC Exposure. Participation fees and fronting
fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the first Business Day following such
last day, commencing on the first such date to occur after the Closing Date;
provided that all such fees shall be payable on the date on which the
Commitments terminate and any such fees accruing after the date on which the
Commitments terminate shall be payable on demand. Any other fees payable to the
Issuing Bank pursuant to this paragraph shall be payable within 10 days after
demand. All participation fees and fronting fees shall be computed on the basis
of a year of 365 or
   37
                                                                              32


366 days, as appropriate and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

            (c) The Borrower agrees to pay to the Agent, for its own account,
the fees separately agreed between the Agent and the Borrower.

            (d) The Borrower agrees to pay the Agent, for its own account,
$1,000 for each Auction Bid Request the Borrower makes, payable the day on which
the Auction Bid Request is made.

            (e) For any day on which the outstanding principal amount of Loans
and the LC Exposure shall be greater than 33% of the total Commitments, the
Borrower shall pay to the Administrative Agent for the account of each Bank a
utilization fee (a "Utilization Fee") on the aggregate amount on such day of
such Bank's outstanding Loans and such Bank's Applicable Percentage of the LC
Exposure at a rate per annum equal to the Applicable Rate in effect for such day
based on the percentage of the outstanding total Commitments represented on such
day by the aggregate outstanding principal amount of Loans and the total LC
Exposures. The Utilization Fees, if any, in respect of any fiscal quarter shall
be payable in arrears on the first Business Day following each March 31, June
30, September 30 and December 31, on the date on which the Commitments terminate
and on any later date on which the Loans are repaid in full or on which the LC
Exposure is terminated; provided, however, that if the Utilization Fee should be
payable on a day other than a Business Day, such date of payment shall be
extended to the next succeeding Business Day. All Utilization Fees shall be
computed on the basis of a year of 365 or 366 days, as appropriate, and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

            (f) All Fees shall be paid on the dates due, in immediately
available funds, to the Agent (or to the Issuing Bank, in the case of fees
payable to it) for distribution, if and as appropriate, among the Banks. Once
paid, none of the Fees shall be refundable under any circumstances.

            SECTION 2.08. Interest on Loans. (a) Subject to the provisions of
Section 2.09, the Loans comprising each ABR Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be) at a rate per annum equal to the Alternate Base
Rate plus the Applicable Rate.
   38
                                                                              33


            (b) Subject to the provisions of Section 2.09, the Loans comprising
each Eurodollar Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) (i) in the case of a
Eurodollar Revolving Loan at a rate per annum equal to the Eurodollar Rate for
the Interest Period in effect for such Borrowing plus the Applicable Rate or
(ii) in the case of a Eurodollar Auction Loan, at the Eurodollar Rate for the
Interest Period in effect for such Borrowing plus the Margin applicable to such
Loan.

            (c) Each Fixed Rate Loan shall bear interest at the Fixed Rate
applicable to such Loan. Each Delayed Fixed Rate Loan shall bear interest at the
Delayed Fixed Rate applicable to such Loan.

            (d) Interest on each Loan shall be payable on the Interest Payment
Dates applicable to such Loan except as otherwise provided in this Agreement.
The applicable Alternate Base Rate or Eurodollar Rate for each Interest Period
or day within an Interest Period, as the case may be, shall be determined by the
Agent, and such determination shall be conclusive absent manifest error.

            SECTION 2.09. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, by acceleration or otherwise, the Borrower shall on demand from
time to time pay interest, to the extent permitted by law, on such defaulted
amount up to (but not including) the date of actual payment (after as well as
before judgment) at a rate per annum (computed on the basis of the actual number
of days elapsed over a year of 360 days) equal to the Alternate Base Rate plus
the Applicable Rate plus 2%.

            SECTION 2.10. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Agent shall have in good faith
determined that dollar deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the London interbank market, or
that the rates at which such dollar deposits are being offered will not
adequately and fairly reflect the cost to the majority in interest of the Banks
of making or maintaining their Eurodollar Loans during such Interest Period, or
that reasonable means do not exist for ascertaining the Eurodollar Rate, the
Agent shall, as soon as practicable thereafter, give written or telecopy notice
of such determination to the Borrower and the Banks. In the event of any such
determination, (i) any request by the Borrower for a Eurodollar Borrowing
pursuant to Section 2.03 shall, until the Agent shall have advised the Borrower
and the Banks that the circumstances giving rise to such notice no longer exist,
be deemed to be a request for an
   39
                                                                              34


ABR Borrowing and (ii) any request by the Borrower for a Eurodollar Auction
Borrowing shall be ineffective; provided that (A) if the circumstances giving
rise to such notice do not affect all the Banks, then requests by Borrower for
Eurodollar Auction Borrowings may be made to Banks that are not affected thereby
and (B) if the circumstances giving rise to such notice affect only one Type of
Borrowings, then the other Type of Borrowings shall be permitted. Each
determination by the Agent hereunder shall be conclusive absent manifest error.

            SECTION 2.11. Termination, Reduction and Extension of Commitments.
(a) The Commitments shall be automatically terminated on the Expiration Date.

            (b) Upon at least three Business Days' prior irrevocable written or
telecopy notice to the Agent, the Borrower may at any time in whole permanently
terminate, or from time to time in part permanently reduce, the unused portion
of the Commitments; provided, however, that (i) each partial reduction of the
Commitments shall be in an integral multiple of $1,000,000 and (ii) the Borrower
shall not terminate or reduce the Commitments if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.12, the sum of
the Revolving Credit Exposures plus the aggregate principal amount of
outstanding Auction Loans would exceed the total Commitments.

            (c) Each reduction in the Commitments hereunder shall be made
ratably among the Banks in accordance with their respective applicable
Commitments. The Borrower shall pay to the Agent for the account of the Banks,
on the date of each termination or reduction, the Commitment Fees on the amount
of the Commitments so terminated or reduced accrued through the date of such
termination or reduction.

            (d) The Borrower may request an extension of this Agreement upon 60
days' prior written notice to the Agent; provided, that, such extension will be
at the sole option of the Banks and will require the written agreement of each
Bank in order to become effective.

            SECTION 2.12. Prepayment. (a) The Borrower shall have the right at
any time and from time to time to prepay any Borrowing, in whole or in part,
upon at least three Business Days' prior written or telecopy notice (or
telephone notice promptly confirmed by written or telecopy notice) to the Agent;
provided, however, that each partial prepayment shall be in an amount which is
an integral multiple of $1,000,000, and that the Borrower shall not have the
right to prepay any Auction Loan without the prior consent of the Bank thereof.
   40
                                                                              35


            (b) On the date of any termination or reduction of the Commitments
pursuant to Section 2.11, the Borrower shall pay or prepay so much of the
Borrowings as shall be necessary in order that the aggregate principal amount of
the Revolving Credit Exposures plus the aggregate principal amount of Auction
Loans outstanding will not exceed the aggregate Commitments after giving effect
to such termination or reduction.

            (c) Each notice of prepayment shall specify the prepayment date and
the principal amount of each Borrowing (or portion thereof) to be prepaid, shall
be irrevocable and shall commit the Borrower to prepay such Borrowing by the
amount stated therein on the date stated therein. All prepayments under this
Section 2.12 shall be subject to Section 2.15 but otherwise without premium or
penalty. All prepayments under this Section 2.12 shall be accompanied by accrued
interest on the principal amount being prepaid to the date of payment.

            SECTION 2.13. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision herein, if after the date of this Agreement
there is adopted any new law, rule or regulation or any change in applicable law
or regulation or in the interpretation or administration thereof by any
governmental authority charged with the interpretation or administration thereof
(whether or not having the force of law) which shall impose, modify or deem
applicable any reserve, special deposit or similar requirement against assets
of, deposits with or for the account of or credit extended by such Bank (except
any such reserve requirement which is reflected in the Eurodollar Rate) or shall
impose on such Bank or the London interbank market any other condition affecting
this Agreement or Eurodollar Loans made by such Bank, and the result of any of
the foregoing shall be to increase the cost to such Bank of making or
maintaining any Eurodollar Loan or to reduce the amount of any sum received or
receivable by such Bank hereunder or under any Notes (whether of principal,
interest or otherwise) in respect of Eurodollar Loans by an amount deemed by
such Bank to be material, then the Borrower will pay to such Bank upon demand
such additional amount or amounts as will compensate such Bank for such
additional costs incurred or reduction suffered. It is acknowledged that this
Agreement is being entered into by the Banks on the understanding that the Banks
will not be required to maintain capital against their Commitments under
currently applicable laws, regulations and regulatory guidelines. In the event
Banks shall be advised by any Governmental Authority or shall otherwise
determine on the basis of pronouncements of any Governmental Authority that such
understanding is incorrect, it is agreed that the Banks will be entitled to make
claims under this paragraph based upon market requirements prevailing on the
date hereof for commitments under comparable credit facilities against which
capital is required to be maintained.
   41
                                                                              36


            (b) If any Bank shall have determined that the applicability of any
law, rule, regulation, agreement or guideline adopted after the date hereof
regarding capital adequacy, or any change in any of the foregoing or the
adoption after the date hereof of any change in any law, rule, regulation,
agreement or guideline existing on the date hereof or in the interpretation or
administration of any of the foregoing by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or any lending office of such Bank) or any
Bank's holding company with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Bank's capital or on the capital of such Bank's holding company, if any,
as a consequence of this Agreement or the Loans made by such Bank pursuant
hereto to a level below that which such Bank or such Bank's holding company
could have achieved but for such applicability, adoption, change or compliance
(taking into consideration such Bank's policies and the policies of such Bank's
holding company with respect to capital adequacy) by an amount deemed by such
Bank to be material, then from time to time the Borrower shall pay to such Bank
such additional amount or amounts as will compensate such Bank or such Bank's
holding company for any such reduction suffered.

            (c) A certificate of each Bank setting forth in reasonable detail
such amount or amounts as shall be necessary to compensate such Bank or its
holding company as specified in paragraph (a) or (b) above, as the case may be,
and the manner in which such Bank has determined the same, shall be delivered to
the Borrower and shall be conclusive absent manifest error. The Borrower shall
pay each Bank the amount shown as due on any such certificate delivered by it
within 10 days after its receipt of the same.

            (d) Failure on the part of any Bank to demand compensation for any
increased costs or reduction in amounts received or receivable or reduction in
return on capital with respect to any period shall not constitute a waiver of
such Bank's right to demand compensation with respect to such period or any
other period. The protection of this Section shall be available to each Bank
regardless of any possible contention of the invalidity or inapplicability of
the law, rule, regulation, guideline or other change or condition which shall
have occurred or been imposed.

            SECTION 2.14. Change in Legality. (a) Notwithstanding any other
provision herein, if any change in, or adoption of, any law or regulation or in
the interpretation thereof by any governmental authority charged with the
administration or interpretation thereof shall make it unlawful for any Bank to
make or maintain any
   42
                                                                              37


Eurodollar Loan or to give effect to its obligations as contemplated hereby with
respect to any Eurodollar Loan, then, by written notice to the Borrower and to
the Agent, such Bank may:

               (i) declare that Eurodollar Loans will not thereafter be made by
        such Bank hereunder, whereupon any request by the Borrower for a
        Eurodollar Borrowing shall, as to such Bank only, be deemed a request
        for an ABR Loan unless such declaration shall be subsequently withdrawn;
        and

               (ii) require that all outstanding Eurodollar Loans made by it be
        converted to ABR Loans, in which event all such Eurodollar Loans shall
        be automatically converted to ABR Loans as of the effective date of such
        notice as provided in paragraph (b) below.

In the event any Bank shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal which would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Bank or the
converted Eurodollar Loans of such Bank shall instead be applied to repay the
ABR Loans made by such Bank in lieu of, or resulting from the conversion of,
such Eurodollar Loans.

            (b) For purposes of this Section 2.14, a notice to the Borrower by
any Bank shall be effective as to each Eurodollar Loan, if lawful, on the last
day of the Interest Period currently applicable to such Eurodollar Loan.

            SECTION 2.15. Indemnity. The Borrower shall indemnify each Bank
against any loss or expense which such Bank may sustain or incur as a
consequence of (a) any failure by the Borrower to fulfill on the date of any
Eurodollar Borrowing hereunder the applicable conditions set forth in Article
IV, (b) any failure by the Borrower to borrow or to refinance any Eurodollar
Loan hereunder after irrevocable notice of such borrowing or refinancing has
been given pursuant to Sections 2.03 and 2.04, (c) any payment or prepayment of
a Eurodollar Loan required by any other provision of this Agreement or otherwise
made or deemed made on a date other than the last day of the Interest Period
applicable thereto or (d) any default in payment or prepayment of the principal
amount of any Eurodollar Loan or any part thereof or interest accrued thereon,
as and when due and payable (at the due date thereof, whether by scheduled
maturity, acceleration, irrevocable notice of prepayment or otherwise)
including, in each such case, any loss or reasonable expense sustained or
incurred or to be sustained or incurred in liquidating or employing deposits
from third parties acquired to effect or maintain such Loan or any part thereof
as a Eurodollar Loan. Such loss or
   43
                                                                              38


reasonable expense shall include an amount equal to the excess, if any, as
reasonably determined by such Bank, of (i) its cost of obtaining the funds for
the Eurodollar Loan being paid, prepaid, converted or not borrowed (assumed to
be the Eurodollar Rate applicable thereto) for the period from the date of such
payment, prepayment, conversion or failure to borrow to the last day of the
Interest Period for such Loan (or, in the case of a failure to borrow, the
Interest Period for such Eurodollar Loan which would have commenced on the date
of such failure) over (ii) the amount of interest (as reasonably determined by
such Bank) that would be realized by such Bank in reemploying the funds so paid,
prepaid or not borrowed for such period or Interest Period, as the case may be.
A certificate of any Bank setting forth any amount or amounts which such Bank is
entitled to receive pursuant to this Section, and the manner in which such Bank
has determined the same, shall be delivered to the Borrower and shall be
conclusive absent manifest error.

            SECTION 2.16. Pro Rata Treatment. Except as required under Sections
2.04 and 2.14, each Borrowing, each payment or prepayment of principal of any
Borrowing, each payment of interest on the Loans, each payment of the Commitment
Fees, each reduction of the Commitments and each refinancing of any Borrowing
with a Borrowing of any Type shall be allocated pro rata among the Banks in
accordance with their respective applicable Commitments (or, if such Commitments
shall have expired or been terminated, in accordance with the respective
principal amounts of their outstanding Loans). Each Bank agrees that in
computing such Bank's portion of any Borrowing to be made hereunder, the Agent
may, in its discretion, round each Bank's percentage of such Borrowing, computed
in accordance with Section 2.01, to the next higher or lower whole dollar
amount.

            SECTION 2.17. Sharing of Setoffs. Each Bank agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of
the United States Code or other security or interest arising from, or in lieu
of, such secured claim, received by such Bank under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means, obtain
payment (voluntary or involuntary) in respect of any Revolving Loan or Revolving
Loans or participations in LC Disbursements as a result of which the unpaid
principal portion of its Revolving Loans or participations in LC Disbursements
shall be proportionately less than the unpaid principal portion of the Revolving
Loans or participations in LC Disbursements of any other Bank, it shall be
deemed simultaneously to have purchased from such other Bank at face value, and
shall promptly pay to such other Bank the purchase price for, a participation in
the Revolving Loans or participations in LC Disbursements of such other Bank, so
that the aggregate
   44
                                                                              39


unpaid principal amount of the Revolving Loans and participations in Revolving
Loans and in LC Disbursements held by each Bank shall be in the same proportion
to the aggregate unpaid principal amount of all Revolving Loans and
participations in LC Disbursements then outstanding as the principal amount of
its Revolving Loans and participations in LC Disbursements prior to such
exercise of banker's lien, setoff or counterclaim or other event was to the
principal amount of all Revolving Loans and participations in LC Disbursements
outstanding prior to such exercise of banker's lien, setoff or counter-claim or
other event; provided, however, that, if any such purchase or purchases or
adjustments shall be made pursuant to this Section and the payment giving rise
thereto shall thereafter be recovered, such purchase or purchases or adjustments
shall be rescinded to the extent of such recovery and the purchase price or
prices or adjustment restored without interest. The Borrower expressly consents
to the foregoing arrangements and agrees that any Bank holding a participation
in a Revolving Loan or in an LC Disbursement deemed to have been so purchased
may exercise any and all rights of banker's lien, setoff or counterclaim with
respect to any and all moneys owing by the Borrower to such Bank by reason
thereof as fully as if such Bank had made a Loan directly to the Borrower in the
amount of such participation.

            SECTION 2.18. Payments. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or reimbursements of LC
Disbursements or any Fees or other amounts) hereunder and under any other Loan
Document not later than 12:00 (noon), New York City time, on the date when due
in dollars to the Agent at its offices at 909 Fannin, Suite 1700, Houston,
Texas, in immediately available funds.

            (b) Whenever any payment (including principal of or interest on any
Borrowing or reimbursements of LC Disbursements or any Fees or other amounts)
hereunder or under any other Loan Document shall become due, or otherwise would
occur, on a day that is not a Business Day, such payment may be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of interest or Fees, if applicable.

            SECTION 2.19. Taxes. (a) Any and all payments by the Borrower
hereunder shall be made, in accordance with Section 2.18, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding taxes imposed on the net income of the Agent, any Bank or the Issuing
Bank (or any transferee or assignee thereof, including a participation holder
(any such entity being called a "Transferee")) and franchise taxes imposed on
the Agent, any Bank or the Issuing Bank (or Transferee) by
   45
                                                                              40


the United States or any jurisdiction under the laws of which the Agent, any
such Bank or the Issuing Bank (or such Transferee) or the applicable lending
office, is organized or any political subdivision thereof (all such nonexcluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to the Banks or
the Issuing Bank (or any Transferee) or the Agent, (i) the sum payable shall be
increased by the amount necessary so that after making all required deductions
of Taxes (including deductions applicable to additional sums payable under this
Section 2.19) such Bank or the Issuing Bank (or such Transferee) or the Agent
(as the case may be) shall receive an amount equal to the sum it would have
received had no such deductions of Taxes been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant taxing authority or other Governmental Authority in accordance with
applicable law; provided, however, that no Transferee of any Bank shall be
entitled to receive any greater payment under this paragraph (a) than such Bank
would have been entitled to receive with respect to the rights assigned,
participated or other wise transferred except to the extent that such greater
payment arises from circumstances not in existence at the time such assignment,
participation or transfer shall have been made.

            (b) In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement or any other Loan Document (hereinafter referred to as "Other Taxes").

            (c) The Borrower will indemnify each Bank (or Transferee), the
Issuing Bank (or Transferee) and the Agent for the full amount of any Taxes and
Other Taxes paid by such Bank (or such Transferee), the Issuing Bank (or such
Transferee) or the Agent, as the case may be, and any liability (including
penalties, interest and reasonable expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted by the relevant taxing authority or other Governmental Authority. Such
indemnification shall be made within 30 days after the date any Bank or the
Issuing Bank (or Transferee) or the Agent, as the case may be, makes written
demand therefor. If a Bank or the Issuing Bank (or Transferee) or the Agent
shall become aware that it is entitled to receive a refund in respect of Taxes
or Other Taxes as to which it has been indemnified by the Borrower pursuant to
this Section 2.19, it shall promptly notify the Borrower of the availability of
such refund and shall, within 30 days after receipt of a request by the
Borrower, apply for such refund at the Borrower's expense. If any Bank or the
Issuing Bank (or Transferee) or the Agent
   46
                                                                              41


receives a refund in respect of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower pursuant to this Section 2.19, it shall promptly
notify the Borrower of such refund and shall repay such refund to the Borrower
(to the extent of amounts that have been paid by the Borrower under this Section
2.19 with respect to such refund) within 30 days (or promptly upon receipt, if
the Borrower has requested application for such refund pursuant hereto), net of
all reasonable out-of-pocket expenses of such Bank and without interest (other
than interest included in such refund); provided that the Borrower, upon the
request of such Bank or the Issuing Bank (or such Transferee) or the Agent,
agrees to return such refund (plus penalties, interest or other charges) to such
Bank or the Issuing Bank (or such Transferee) or the Agent in the event such
Bank or the Issuing Bank (or such Transferee) or the Agent is required to repay
such refund. Nothing contained in this paragraph (c) shall require any Bank or
the Issuing Bank (or Transferee) or the Agent to make available any of its tax
returns (or any other information relating to its taxes which it deems to be
confidential); provided that Borrower, at its expense, shall have the right to
receive an opinion from a firm of independent public accountants of recognized
national standing acceptable to the Borrower that the amount due hereunder is
correctly calculated.

            (d) Within 30 days after the date of any payment of Taxes or Other
Taxes withheld by the Borrower in respect of any payment to any Bank or the
Issuing Bank (or Transferee) or the Agent, the Borrower will furnish to the
Agent, at its address referred to in Section 9.01, the original or a certified
copy of a receipt received by the Borrower evidencing payment thereof.

            (e) Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 2.19
shall survive the payment in full of the principal of and interest on all Loans
made hereunder.

            (f) On or prior to the execution of this Agreement and on or before
the transfer to a Transferee, the Agent shall notify the Borrower of each Bank's
or the Issuing Bank's (or Transferee's) address. On or prior to the Banks' or
the Issuing Bank's (or Transferee's) first Interest Payment Date, and from time
to time as required by law, each Bank or the Issuing Bank (or Transferee) that
is not a United States Person within the meaning of Section 770(a)(30) of the
Code (a "Non-U.S. Person") shall, if legally able to do so, deliver to the
Borrower and the Agent (i) one duly completed and executed copy of United States
Internal Revenue Service Form W-8BEN or W-8ECI, (ii) if claiming exemption from
United States Federal withholding tax pursuant to Sections 871(h) or 881(c) of
the Code, one duly completed and executed copy of a United States Internal
Revenue Service Form W-8BEN and a certificate representing that such Non-U.S.
Person
   47
                                                                              42


is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent
shareholder (within the meaning of Section 871(h)(3)(b) of the Code) of the
Borrower and is not a controlled foreign corporation related to the Borrower
(within the meaning of Section 864(d)(4) of the Code) or (iii) any successor
applicable form of any thereof, establishing in each case that such Bank or
Issuing Bank (or Transferee) is entitled to receive payments hereunder payable
to it without deduction or withholding of any United States Federal income
taxes, or subject to a reduced rate thereof. Unless the Borrower and the Agent
have received forms or other documents satisfactory to them indicating that such
payments hereunder or under any Notes are not subject to United States Federal
withholding tax or are subject to such tax at a rate reduced by an applicable
tax treaty, the Borrower shall withhold taxes from such payments at the
applicable statutory rate.

            (g) The Borrower shall not be required to pay any additional amounts
to any Bank or the Issuing Bank (or Transferee) in respect of United States
Federal withholding tax pursuant to paragraph (a) above if the obligation to pay
such additional amounts would not have arisen but for a failure by such Bank or
such Issuing Bank (or Transferee) to comply with the provisions of paragraph (f)
above; provided, however, that the Borrower shall be required to pay those
amounts to any Bank or the Issuing Bank (or Transferee) that it was required to
pay hereunder prior to the failure of such Bank or such Issuing Bank (or
Transferee) to comply with the provisions of such paragraph (f).

            SECTION 2.20. Termination or Assignment of Commitments Under Certain
Circumstances. (a) Any Bank or the Issuing Bank (or Transferee) claiming any
additional amounts payable pursuant to Section 2.13 or Section 2.19 or
exercising its rights under Section 2.14 shall use reasonable efforts
(consistent with legal and regulatory restrictions) to file any certificate or
document requested by the Borrower or to change the jurisdiction of its
applicable lending office if the making of such a filing or change would avoid
the need for or reduce the amount of any such additional amounts which may
thereafter accrue or avoid the circumstances giving rise to such exercise and
would not, in the sole determination of such Bank or such Issuing Bank, be
otherwise disadvantageous to such Bank or such Issuing Bank (or Transferee).

            (b) In the event that any Bank shall have delivered a notice or
certificate pursuant to Section 2.13 or 2.14, or the Borrower shall be required
to make additional payments under Section 2.19 to any Bank or the Issuing Bank
(or Transferee) or to the Agent with respect to any Bank or the Issuing Bank (or
Transferee), the Borrower shall have the right, at its own expense, upon notice
to such Bank or the Issuing Bank (or Transferee) and the Agent (and, if a
Commitment is being assigned, the Issuing Bank), (a) to terminate the Commitment
of such Bank or such Issuing Bank (or Transferee) or
   48
                                                                              43


(b) to require such Bank or the Issuing Bank (or Transferee) to transfer and
assign without recourse (in accordance with and subject to the restrictions
contained in Section 9.04) all its interests, rights and obligations under this
Agreement (other than any outstanding Auction Loans) to another financial
institution which shall assume such obligations; provided that (i) no such
termination or assignment shall conflict with any law, rule or regulation or
order of any Governmental Authority and (ii) the Borrower or the assignee, as
the case may be, shall pay to the affected Bank or the Issuing Bank (or
Transferee) in immediately available funds on the date of such termination or
assignment the principal of and interest accrued to the date of payment on the
Loans made by it hereunder and all other amounts accrued for its account or owed
to it hereunder and, in the case of a termination or assignment by the Issuing
Bank, shall cause all Letters of Credit to be surrendered for cancelation on or
prior to the date of such termination or assignment.

ARTICLE III.  REPRESENTATIONS AND WARRANTIES

            The Borrower represents and warrants to each of the Banks that:

            SECTION 3.01. Organization; Powers. Each of the Borrower and the
Significant Subsidiaries (a) is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, (b)
has all requisite power and authority to own its property and assets and to
carry on its business as now conducted and as proposed to be conducted, (c) is
qualified to do business in every jurisdiction where such qualification is
required, except where the failure so to qualify would not result in a Material
Adverse Effect, and (d) in the case of the Borrower, has the corporate power and
authority to execute, deliver and perform its obligations under each of the Loan
Documents and each other agreement or instrument contemplated thereby to which
it is or will be a party and to borrow hereunder.

            SECTION 3.02. Authorization. The execution, delivery and performance
by the Borrower of each of the Loan Documents and the borrowings hereunder
(collectively, the "Transactions") (a) have been duly authorized by all
requisite corporate and, if required, stockholder action and (b) will not (i)
violate (A) any provision of law, statute, rule or regulation the violation of
which could reasonably be expected to impair the validity and enforceability of
this Agreement or any other Loan Document or materially impair the rights of or
benefits available to the Banks under the Loan Documents, or of the certificate
or articles of incorporation or other constitutive documents or by-laws of the
Borrower or any Significant Subsidiary, (B) any order of any Governmental
Authority the violation of which could reasonably be expected to impair
   49
                                                                              44


the validity or enforce ability of this Agreement or any other Loan Document, or
materially impair the rights of or benefits available to the Banks under the
Loan Documents, or (C) 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 property is or may be bound in a manner which could reasonably be
expected to impair the validity and enforceability of this Agreement or any
other Loan Document or materially impair the rights of or benefits available to
the Banks under the Loan Documents, (ii) 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, agreement or other instrument in a manner which could
reasonably be expected to impair the validity and enforceability of this
Agreement or any other Loan Document or materially impair the rights of or
benefits available to the Banks under the Loan Documents or (iii) result in the
creation or imposition under any such indenture, agreement or other instrument
of any Lien upon or with respect to any property or assets now owned or
hereafter acquired by the Borrower.

            SECTION 3.03. Enforceability. This Agreement has been duly executed
and delivered by the Borrower and constitutes, and each other Loan 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.

            SECTION 3.04. Governmental Approvals. No action, consent or approval
of, registration or filing with or any 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.

            SECTION 3.05. Financial Statements. The Borrower has heretofore
furnished to the Banks its consolidated balance sheets and statements of income
and statements of cash flow as of and for the fiscal year ended December 31,
2000, audited by and accompanied by the opinion of Deloitte & Touche LLP,
independent public accountants, and as of and for the three-month fiscal period
ended March 31, 2001, certified by a Financial Officer of the Borrower. Such
financial statements present fairly the financial condition and results of
operations of the Borrower and its consolidated subsidiaries as of such dates
and for such periods. Such balance sheets and the notes thereto, together with
the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31,
2000, reflect all liabilities, direct or contingent, of the Borrower and its
consolidated Subsidiaries as of the dates thereof which are material on a
consolidated basis. Such financial statements were prepared in accordance with
GAAP applied (except as noted therein) on a consistent basis.
   50
                                                                              45


            SECTION 3.06. No Material Adverse Change. Except as disclosed in the
Borrower's Annual Report on Form 10-K for the fiscal year ended December 31,
2000, in the Borrower's Form 10-Q for the fiscal quarter ended March 31, 2001
and in any document filed after March 31, 2001, but prior to the date of this
Agreement pursuant to Sections 13(a), 14 or 15(d) of the Securities Exchange Act
of 1934, there has been no change in the business, assets, operations or
financial condition of the Borrower and the Subsidiaries, taken as a whole,
since December 31, 2000, which could reasonably be expected to have a material
adverse effect on the creditworthiness of the Borrower.

            SECTION 3.07. Litigation; Compliance with Laws. (a) Except as set
forth in the Annual Report of the Borrower on Form 10-K for the year ended
December 31, 2000, in the Borrower's Form 10-Q for the fiscal quarter ended
March 31, 2001 or in any document filed after March 31, 2001, but prior to the
date of this Agreement pursuant to Sections 13(a), 14 or 15(d) of the Securities
Exchange Act of 1934, there are not any actions, suits or proceedings at law or
in equity or by or before any Governmental Authority now pending or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or any
Subsidiary or any business, property or rights of any such person (i) which
involve any Loan Document or the Transactions or (ii) which could reasonably be
anticipated, individually or in the aggregate, to result in a Material Adverse
Effect.

            (b) Neither the Borrower nor any of the Subsidiaries is in violation
of any law, rule or regulation, or in default with respect to any judgment,
writ, injunction or decree of any Governmental Authority, where such violation
or default would be reasonably likely to result in a Material Adverse Effect.

            SECTION 3.08. Federal Reserve Regulations. (a) Neither the Borrower
nor any of the Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying Margin Stock.

            (b) No part of the proceeds of any Loan or Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, (i) to purchase or carry Margin Stock or to extend credit to others
for the purpose of purchasing or carrying Margin Stock or to refund indebtedness
originally incurred for such purpose, or (ii) for any purpose which entails a
violation of, or which is inconsistent with, the provisions of the Regulations
of the Board, including Regulation U or X.

            SECTION 3.09. Investment Company Act; Public Utility Holding Company
Act. The Borrower is not (a) an "investment company" as defined in, or subject
   51
                                                                              46


to regulation under, the Investment Company Act of 1940 or (b) subject to
regulation as a "holding company" under the Public Utility Holding Company Act
of 1935.

            SECTION 3.10. Use of Proceeds and Letters of Credit. The Borrower
will use the proceeds of the Loans and the Letters of Credit only for the
purposes specified in the preamble to this Agreement.

            SECTION 3.11. No Material Misstatements. No information, report,
financial statement, exhibit or schedule furnished by or on behalf of the
Borrower to the Agent, the Issuing Bank or any Bank in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto contained, contains or will contain any material misstatement of fact
or, when considered together with all reports theretofore filed with the
Securities and Exchange Commission, omitted, omits or will omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were, are or will be made, not misleading.

            SECTION 3.12. Employee Benefit Plans. Each of the Borrower and its
ERISA Affiliates is in compliance in all material respects with the applicable
provisions of ERISA and the regulations and published interpretations
thereunder. No Reportable Event has occurred as to which the Borrower or any
ERISA Affiliate was required to file a report with the PBGC, and the present
value of all benefit liabilities under each Plan (based on those assumptions
used to fund such Plan) did not, as of the last annual valuation date applicable
thereto, exceed by more than $10,000,000 the value of the assets of such Plan.

            SECTION 3.13. Environmental and Safety Matters. Each of the Borrower
and each Subsidiary has complied with all Federal, state, local and other
statutes, ordinances, orders, judgments, rulings and regulations relating to
environmental pollution or to environmental or nuclear regulation or control or
to employee health or safety, except where noncompliance would not be reasonably
likely to result in a Material Adverse Effect. Neither the Borrower nor any
Subsidiary has received notice of any failure so to comply, except where
noncompliance would not be reasonably likely to result in a Material Adverse
Effect. The Borrower's and the Subsidiaries' plants do not manage any hazardous
wastes, hazardous substances, hazardous materials, toxic substances, toxic
pollutants or substances similarly denominated, as those terms or similar terms
are used in the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response Compensation and Liability Act, the Hazardous Materials
Transportation Act, the Toxic Substance Control Act, the Clean Air Act, the
Clean Water Act or any other applicable law relating to environmental pollution
or
   52
                                                                              47


employee health and safety, or any nuclear fuel or other radioactive materials,
in violation of any law or any regulations promulgated pursuant thereto, where
such violation would be reasonably likely to result in a Material Adverse
Effect. The Borrower is aware of no events, conditions or circumstances
involving environmental pollution or contamination or employee health or safety
that could reasonably be expected to result in a Material Adverse Effect. The
representations and warranties set forth in this Section 3.13 are, however,
subject to any matters, circumstances or events set forth in the Borrower's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000, in the
Borrower's Form 10-Q for the fiscal quarter ended March 31, 2001 and in any
document filed after March 31, 2001, but prior to the date of this Agreement
pursuant to Sections 13(a), 14 or 15(d) of the Securities Exchange Act of 1934;
provided, however, that the inclusion of such matters, circumstances or events
as exceptions (or any other exceptions contained in the representations and
warranties which refer to the Borrower's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, the Borrower's Form 10-Q for the fiscal
quarter ended March 31, 2001 or in any document filed after March 31, 2001, but
prior to the date of this Agreement pursuant to Sections 13(a), 14 or 15(d) of
the Securities Exchange Act of 1934) shall not be construed to mean that the
Borrower has concluded that any such matter, circumstance or effect is likely to
result in a Material Adverse Effect.

            SECTION 3.14. Significant Subsidiaries. Schedule 3.14 sets forth as
of the date hereof a list of all Significant Subsidiaries of the Borrower and
the percentage ownership interest of the Borrower therein.

ARTICLE IV. CONDITIONS OF LENDING

            The obligations of the Banks to make Loans and of the Issuing Bank
to issue, amend, renew, or extend Letters of Credit, hereunder are subject to
the satisfaction of the following conditions:

            SECTION 4.01. All Borrowings. On the date of each Borrowing or
issuance, renewal, extension or amending of a Letter of Credit, including each
Borrowing in which Loans are refinanced with new Loans as contemplated by
Section 2.02(e):

               (a) The Agent shall have received a notice of such Borrowing as
        required by Section 2.03.
   53
                                                                              48


               (b) The representations and warranties set forth in Article III
        hereof (except, in the case of a refinancing of Loans or the issuance,
        amendment, renewal or extension of a Letter of Credit or the refinancing
        of an LC Disbursement that does not increase the sum of the Revolving
        Credit Exposure, LC Disbursements and the Auction Loans of any Bank
        outstanding, the representations set forth in Sections 3.06 and 3.07)
        shall be true and correct in all material respects on and as of the date
        of such Borrowing or the date of issuance, amendment, renewal or
        extension of such Letter of Credit with the same effect as though made
        on and as of such date, except to the extent such representations and
        warranties expressly relate to an earlier date.

               (c) The Borrower shall be in compliance with all the terms and
        provisions set forth herein and in each other Loan Document on its part
        to be observed or performed, and at the time of and immediately after
        such Borrowing or the date of issuance, amendment, renewal or extension
        of such Letter of Credit no Event of Default or Default shall have
        occurred and be continuing.

Each Borrowing and issuance, amendment, renewal or extension of such Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date of such Borrowing as to the matters specified in paragraphs
(b) and (c) of this Section 4.01.

               SECTION 4.02. First Borrowing. On the date of this Agreement:

               (a) The Agent shall have received the favorable written opinion
        of Heller Ehrman White & McAuliffe, LLP, counsel to the Borrower, dated
        the date of this Agreement and addressed to the Banks, to the effect set
        forth in Exhibit D hereto, and the Borrower hereby instructs such
        counsel to deliver such opinions to the Agent.

               (b) The Agent shall have received evidence satisfactory to it and
        set forth on Schedule 4.02(b) that the Borrower shall have obtained all
        consents and approvals of, and shall have made all filings and
        registrations with, any Governmental Authority required in order to
        consummate the Transactions, in each case without the imposition of any
        condition which, in the judgment of the Banks, could adversely affect
        their rights or interests hereunder.
   54
                                                                              49


               (c) All legal matters incident to this Agreement and the
        borrowings hereunder shall be satisfactory to the Banks and their
        counsel and to Cravath, Swaine & Moore, counsel for the Agent.

               (d) The Agent shall have received (i) a copy of the certificate
        or articles of incorporation, including all amendments thereto, of the
        Borrower, certified as of a recent date by the Secretary of State of the
        state of its organization, and a certificate as to the good standing of
        the Borrower as of a recent date, from such Secretary of State; (ii) a
        certificate of the Secretary or Assistant Secretary of the Borrower
        dated the Closing Date and certifying (A) that attached thereto is a
        true and complete copy of the by-laws of the Borrower as in effect on
        the Closing 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 execution, delivery and
        performance of the Loan Documents and the borrowings hereunder, and that
        such resolutions have not been modified, rescinded or amended and are in
        full force and effect, (C) that the certificate or articles of
        incorporation of the Borrower have not been amended since the date of
        the last amendment thereto shown on the certificate of good standing
        furnished pursuant to clause (i) above, and (D) as to the incumbency and
        specimen signature of each officer executing any Loan Document or any
        other document delivered in connection herewith on behalf of the
        Borrower; (iii) a certificate of another officer as to the incumbency
        and specimen signature of the Secretary or Assistant Secretary executing
        the certificate pursuant to (ii) above; and (iv) such other documents as
        the Banks or their counsel or Cravath, Swaine & Moore, counsel for the
        Agent, may reasonably request.

               (e) The Agent shall have received a certificate, dated the
        Closing Date and signed by a Financial Officer of the Borrower,
        confirming compliance with the conditions precedent set forth in
        paragraphs (b) and (c) of Section 4.01.

               (f) The Agent shall have received all Fees and other amounts due
        and payable on or prior to the date of this Agreement, including all
        upfront fees payable in connection with the Commitments as specified in
        the invitation letter dated April 19, 2001, and all Fees accrued to the
        date hereof under each Pre-Restatement Credit Agreement whether or not
        then due.
   55
                                                                              50


               (g) The Lenders shall have received a copy of each document filed
        after March 31, 2001, but prior to the date of this Agreement pursuant
        to Sections 13(a), 14 or 15(d) of the Securities Exchange Act of 1934.

               (h) The Agent shall have received a counterpart duly executed by
        the Borrower of the Pledge Agreement, together with one or more
        certificates representing all the Equity Interests in Avista Capital,
        Inc., and stock powers, endorsed in blank, with respect to each such
        certificate.

ARTICLE V. AFFIRMATIVE COVENANTS

            The Borrower covenants and agrees with each Bank and with the
Issuing Bank that so long as this Agreement shall remain in effect or the
principal of or interest on any Loan, any Fees or any other expenses, any LC
Disbursement or amounts payable under any Loan Document shall be unpaid or any
Letter of Credit remains outstanding, unless the Required Banks shall otherwise
consent in writing, the Borrower will:

            SECTION 5.01. Existence; Businesses and Properties. (a) Do or cause
to be done all things necessary to preserve, renew and keep in full force and
effect its legal existence, except as otherwise expressly permitted under
Section 6.02.

            (b) Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
utilized in the conduct of the Borrower's business except where the failure so
to obtain, preserve, renew, extend or maintain any of the foregoing would not
result in a Material Adverse Effect; maintain and operate such business in
substantially the manner in which it is presently conducted and operated, except
as otherwise expressly permitted under this Agreement; comply in all material
respects with all applicable laws, rules, regulations and orders of any
Governmental Authority, whether now in effect or hereafter enacted if failure to
comply with such requirements would result in a Material Adverse Effect; and at
all times maintain and preserve all property material to the conduct of such
business and keep such property in good repair, working order and condition and
from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith may be properly conducted
at all times; provided, however, that the Borrower may cause the discontinuance
of the operation or a reduction in the capacity of any of its facilities, or any
element or unit thereof including, without limitation, real and personal
   56
                                                                              51


properties, facilities, machinery and equipment, (i) if, in the judgment of the
Borrower, it is no longer advisable to operate the same, or to operate the same
at its former capacity, and such discontinuance or reduction would not result in
a Material Adverse Effect, or (ii) if the Borrower intends to sell and dispose
of its interest in the same in accordance with the terms of this Agreement and
within a reasonable time shall endeavor to effectuate the same.

            SECTION 5.02. Insurance. (a) Maintain insurance, to such extent and
against such risks, as is customary with companies in the same or similar
businesses and owning similar properties in the same general area in which the
Borrower operates and (b) maintain such other insurance as may be required by
law. All insurance required by this Section 5.02 shall be maintained with
financially sound and reputable insurers or through self-insurance; provided,
however, that the portion of such insurance constituting self-insurance shall be
comparable to that usually maintained by companies engaged in the same or
similar businesses and owning similar properties in the same general area in
which the Borrower operates and the reserves maintained with respect to such
self-insured amounts are deemed adequate by the officer or officers of the
Borrower responsible for insurance matters.

            SECTION 5.03. Taxes and Obligations. Pay and discharge promptly when
due all taxes, assessments and governmental charges or levies imposed upon it or
upon its income or profits or in respect of its property, before the same shall
become delinquent or in default, as well as all lawful claims for labor,
materials and supplies or otherwise which, if unpaid, might give rise to a Lien
upon such properties or any part thereof; provided, however, that such payment
and discharge shall not be required with respect to any such tax, assessment,
charge, levy or claim so long as the validity or amount thereof shall be
contested in good faith by appropriate proceedings and the Borrower shall, to
the extent required by GAAP, have set aside on its books adequate reserves with
respect thereto.

            SECTION 5.04. Financial Statements, Reports, etc. Furnish to the
Agent and each Bank:

               (a) within 105 days after the end of each fiscal year,
        consolidated and consolidating balance sheets and related statements of
        income and statements of cash flow, showing the financial condition of
        (i) Avista Utilities and (ii) the Borrower and its consolidated
        Subsidiaries, in each case as of the close of such fiscal year, and the
        results of each of their operations during such year, all (A) in the
        case of Avista Utilities, certified by one of the Borrower's Financial
        Officers
   57
                                                                              52


        as fairly presenting the financial condition and results of operations
        of Avista Utilities in accordance with GAAP consistently applied and (B)
        in the case of the Borrower and its consolidated subsidiaries, audited
        by Deloitte & Touche or other independent public accountants of
        recognized national standing acceptable to the Required Banks and
        accompanied by an opinion of such accountants (which shall not be
        qualified in any material respect) to the effect that such consolidated
        financial statements fairly present the financial condition and results
        of operations of the Borrower on a consolidated basis (except as noted
        therein) in accordance with GAAP consistently applied;

               (b) within 50 days after the end of each of the first three
        fiscal quarters of each fiscal year, consolidated and, to the extent
        otherwise available, consolidating balance sheets and related statements
        of income and statements of cash flow, showing the financial condition
        of (i) Avista Utilities and (ii) the Borrower and its consolidated
        subsidiaries, in each case as of the close of such fiscal quarter, and
        the results of each of their operations during such fiscal quarter and
        the then elapsed portion of the fiscal year, all certified by one of its
        Financial Officers as fairly presenting the financial condition and
        results of operations of Avista Utilities or the Borrower on a
        consolidated basis, as applicable, in accordance with GAAP consistently
        applied, subject to normal year-end audit adjustments;

               (c) concurrently with any delivery of financial statements under
        (a) or (b) above, (i) a certificate of the relevant accounting firm
        opining on or certifying such statements or Financial Officer (which
        certificate, when furnished by an accounting firm, may be limited to
        accounting matters and disclaim responsibility for legal
        interpretations) certifying that to the knowledge of the accounting firm
        or the Financial Officer, as the case may be, no Event of Default or
        Default has occurred or, if such an Event of Default or Default has
        occurred, specifying the nature and extent thereof and any corrective
        action taken or proposed to be taken with respect thereto, and (ii) a
        certificate of a Financial Officer setting forth in reasonable detail
        such calculations as are required to establish whether the Borrower was
        in compliance with Sections 6.04 and 6.05 on the date of such financial
        statements;

               (d) promptly after the same become publicly available, copies of
        all periodic and other reports, proxy statements and other materials
        filed by it with the Securities and Exchange Commission, or any
        governmental authority succeeding to any of or all the functions of said
        Commission, or with any national securities exchange, or distributed to
        its share holders, as the case may be; and
   58
                                                                              53


               (e) promptly, from time to time, such other information regarding
        the operations, business affairs and financial condition of the Borrower
        or any Significant Subsidiary, or compliance with the terms of any Loan
        Document, as the Agent or any Bank may reasonably request.

                SECTION 5.05. Litigation and Other Notices. Furnish to the Agent
and each Bank prompt written notice of the following:

               (a) any Event of Default or Default, specifying the nature and
        extent thereof and the corrective action (if any) proposed to be taken
        with respect thereto;

               (b) the filing or commencement of, or any written threat or
        notice of intention of any person to file or commence, any action, suit
        or proceeding, whether at law or in equity or by or before any
        Governmental Authority, against the Borrower or any Subsidiary thereof
        which could reasonably be anticipated to result in a Material Adverse
        Effect; and

               (c) any development that has resulted in, or could reasonably be
        anticipated to result in, a Material Adverse Effect.

            SECTION 5.06. ERISA. (a) Comply in all material respects with the
applicable provisions of ERISA and (b) furnish to the Agent and each Bank (i) as
soon as possible, and in any event within 30 days after any Responsible Officer
of the Borrower or any ERISA Affiliate either knows or has reason to know that
any Reportable Event has occurred that alone or together with any other
Reportable Event could reasonably be expected to result in liability of the
Borrower to the PBGC in an aggregate amount exceeding $10,000,000, a statement
of a Financial Officer setting forth details as to such Reportable Event and the
action proposed to be taken with respect thereto, together with a copy of the
notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after
receipt thereof, a copy of any notice the Borrower or any ERISA Affiliate may
receive from the PBGC relating to the intention of the PBGC to terminate any
Plan or Plans (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) or to appoint a trustee to administer any Plan or Plans and
(iii) within 10 days after the due date for filing with the PBGC pursuant to
Section 412(n) of the Code of a notice of failure to make a required installment
or other payment with respect to a Plan, a statement of a Financial Officer
setting forth details as to such failure and the action proposed to be taken
with respect thereto, together with a copy of such notice given to the PBGC.
   59
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            SECTION 5.07. Maintaining Records; Access to Properties and
Inspections. Maintain all financial records in accordance with GAAP and permit
any representatives designated by any Bank to visit and inspect the financial
records and the properties of the Borrower at reasonable times and as often as
requested and to make extracts from and copies of such financial records, and
permit any representatives designated by any Bank to discuss the affairs,
finances and condition of the Borrower with the chief financial officer of the
Borrower, or other person designated by the chief financial officer, and
independent accountants therefor.

            SECTION 5.08. Use of Proceeds and Letters of Credit. Use the
proceeds of the Loans and the Letters of Credit only for the purposes set forth
in the preamble to this Agreement.

            SECTION 5.09. Pledge of Avista Capital, Inc. At all times prior to
the Pledge Release Date, cause Avista Capital, Inc., to remain engaged in the
businesses in which it is engaged on the date hereof (except as a result of the
disposition of any such business to a person that is not an Affiliate of the
Borrower) and not permit Avista Capital, Inc., to pay or make any dividends or
distributions (other than cash dividends or distributions of its income in the
ordinary course of business), to merge or consolidate with any Affiliate of the
Borrower or to transfer any material assets other than on arm's-length terms to
any Affiliate of the Borrower, in each case where such transaction would
materially reduce the value as collateral of the capital stock of Avista
Capital, Inc., pledged under the Pledge Agreement, provided that Avista Capital,
Inc., may transfer any or all the assets owned by it or any of its subsidiaries
that relate to the Coyote Springs 2 project to the Borrower or any of its
Subsidiaries.

ARTICLE VI. NEGATIVE COVENANTS

            The Borrower covenants and agrees with each Bank that, so long as
this Agreement shall remain in effect or the principal of or interest on any
Loan shall be unpaid, any LC Disbursement, any Fees or any other expenses or
amounts payable under any Loan Document shall be unpaid or any Letter of Credit
remains outstanding, unless the Required Banks shall otherwise consent in
writing, the Borrower will not:

            SECTION 6.01. Liens. (A) Create, incur, assume or permit to exist
any Lien on any property or assets (including stock or other securities of any
person,
   60
                                                                              55


including any Subsidiary) now owned or hereafter acquired by it or on any income
or revenues or rights in respect of any thereof, except:

               (a) Liens on property or assets of the Borrower created by the
        documents, instruments or agreements existing on the date hereof and
        which are listed as exhibits to the Borrower's Annual Report on Form
        10-K for the fiscal year ended December 31, 2000, to the extent that
        such Liens secure only obligations arising under such existing
        documents, agreements or instruments;

               (b) any Lien existing on any property or asset prior to the
        acquisition thereof by the Borrower; provided that (i) such Lien is not
        created in contemplation of or in connection with such acquisition and
        (ii) such Lien does not apply to any other property or assets of the
        Borrower;

               (c) the Lien of the First Mortgage;

               (d) Liens permitted under the First Mortgage (whether or not such
        permitted Liens cover properties or assets subject to the Lien of the
        First Mortgage) and any other Liens to which the Lien of the First
        Mortgage is expressly made subject;

               (e) the Lien of any collateral trust mortgage or similar
        instrument which would be intended to eventually replace (in one
        transaction or a series of transactions) the First Mortgage (as amended,
        modified or supplemented from time to time, "Collateral Trust Mortgage")
        on properties or assets of the Borrower to secure bonds, notes and other
        obligations of the Borrower; provided that, so long as the First
        Mortgage shall constitute a Lien on properties or assets of the
        Borrower, the bonds, notes or other obligations issued under the
        Collateral Trust Mortgage (i) shall also be secured by an equal
        principal amount of bonds issued under the First Mortgage or (ii) shall
        be issued against property additions not subject to the Lien of the
        First Mortgage;

               (f) Liens permitted under the Collateral Trust Mortgage (whether
        or not such permitted Liens cover properties or assets subject to the
        Lien of the Collateral Trust Mortgage) and any other Liens to which the
        Lien of the Collateral Trust Mortgage is subject;

               (g) Liens for taxes, assessments or governmental charges not yet
        due or which are being contested in compliance with Section 5.03;
   61
                                                                              56


               (h) carriers', warehousemen's, mechanic's, materialmen's,
        repairmen's or other like Liens arising in the ordinary course of
        business and securing obligations that are not due or which are being
        contested in compliance with Section 5.03;

               (i) pledges and deposits made in the ordinary course of business
        in compliance with workmen's compensation, unemployment insurance and
        other social security laws or regulations;

               (j) Liens incurred or created in connection with or to secure the
        performance of bids, tenders, trade contracts (other than for
        Indebtedness), leases, statutory obligations, surety and appeal bonds,
        performance bonds and other obligations of a like nature incurred in the
        ordinary course of business;

               (k) zoning restrictions, easements, rights-of-way, restrictions
        on use of real property and other similar encumbrances incurred in the
        ordinary course of business which, in the aggregate, are not substantial
        in amount and do not materially detract from the value of the property
        subject thereto or interfere with the ordinary conduct of the business
        of the Borrower or any of its Subsidiaries;

               (l) Liens (i) which secure obligations not assumed by the
        Borrower, (ii) on account of which the Borrower has not and does not
        expect to pay interest directly or indirectly and (iii) which exist upon
        real estate or rights in or relating to real estate in respect of which
        the Borrower has a right-of-way or other easement for purposes of
        substations or transmission or distribution facilities;

               (m) rights reserved to or vested in any federal, state or local
        governmental body or agency by the terms of any right, power, franchise,
        grant, license, contract or permit, or by any provision of law, to
        recapture or to purchase, or designate a purchase of or order the sale
        of, any property of the Borrower or to terminate any such right, power,
        franchise, grant, license, contract or permit before the expiration
        thereof;

               (n) Liens of judgments covered by insurance, or upon appeal and
        covered by bond, or to the extent not so covered not exceeding at one
        time $10,000,000 in aggregate amount;

               (o) any Liens, moneys sufficient for the discharge of which shall
        have been deposited in trust with the trustee or mortgagee under the
        instrument evidencing
   62
                                                                              57


        such Lien, with irrevocable authority of such trustee or mortgagee to
        apply such moneys to the discharge of such Lien to the extent required
        for such purpose;

               (p) rights reserved to or vested in any federal, state or local
        governmental body or agency or other public authority to control or
        regulate the business or property of the Borrower;

               (q) any obligations or duties, affecting the property of the
        Borrower to any federal, state or local governmental body or agency or
        other public authority with respect to any authorization, permit,
        consent or license of such body, agency or authority, given in
        connection with the purchase, construction, equipping, testing and
        operation of the Borrower's utility property;

               (r) with respect to any property which the Borrower may hereafter
        acquire, any exceptions or reservations therefrom existing at the time
        of such acquisition or any terms, conditions, agreements, covenants,
        exceptions and reservations expressed or provided in the deeds of other
        instruments, respectively, under and by virtue of which the Borrower
        shall hereafter acquire the same, none of which materially impairs the
        use of such property for the purposes for which it is acquired by the
        Borrower;

               (s) leases and subleases entered into in the ordinary course of
        business;

               (t) banker's Liens and other Liens in the nature of a right of
        setoff;

               (u) Liens resulting from any transaction permitted under Section
        6.03(v);

               (v) renewals, replacements, amendments, modifications,
        supplements, refinancings or extensions of Liens set forth above to the
        extent that the principal amount of Indebtedness secured by such Lien
        immediately prior thereto is not increased and such Lien is not extended
        to other property (it being understood that such limitation does not
        apply to the Liens described in subsection (c), (e) or (u) above);

               (w) security deposits or amounts paid into trust funds for the
        reclamation of mining properties;

               (x) restrictions on transfer or use of properties and assets,
        first rights of refusal, and rights to acquire properties and assets
        granted to others;
   63
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               (y) non-consensual equitable Liens on the Borrower's
        tenant-in-common or other interest in joint projects;

               (z) Liens on the Borrower's tenant-in-common or other interest in
        joint projects incurred by the project sponsor without the express
        consent of the Borrower to such incurrence; and

               (aa) cash collateral contemplated under Section 2.06(i), the
        pledge of Avista Capital, Inc. stock under the Pledge Agreement and
        Liens granted to the Banks pursuant to Section 6.01(C).

        Notwithstanding anything contained in clauses (a) through (aa) of this
Section 6.01, the Borrower shall not permit any Lien to be created, incurred or
assumed at any time after the date hereof in respect of any asset of the
Borrower or any Subsidiary or on any income or revenue or rights in respect of
any thereof (other than (i) in connection with the Coyote Springs 2 project or
(ii) Liens securing project financing Indebtedness for any project that is
non-recourse to the Borrower and to any of its Subsidiaries other than any
special purpose Subsidiary engaged solely in the business of such project), if
the aggregate outstanding principal amount of all the Indebtedness so secured or
securitized by all such Liens (other than Liens referred to in clauses (i) and
(ii) of the immediately preceding parenthetical) arising after the date hereof,
when taken together with the Attributable Debt outstanding in connection with
any sale and leaseback transaction entered into under (B) below after the date
hereof, would exceed 5% of the total tangible assets of Avista Utilities as of
the date of the financial statements most recently delivered under Section
5.04(a) or (b) at such time.

            (B) Enter into any arrangement, directly or indirectly, with any
person whereby it shall sell or transfer any property, real or personal, used or
useful in its business, whether now owned or hereafter acquired, and thereafter
rent or lease such property or other property which it intends to use for
substantially the same purpose or purposes as the property being sold or
transferred, if as a result thereof the final sentence of Section 6.01(A) would
be breached.

            (C) At any time that the Borrower's 9.75% Senior Notes due June 1,
2008, or any other medium term notes of the Borrower (other than notes issued
under the First Mortgage) are required to be secured by any assets of the
Borrower or any of its Subsidiaries, or shall benefit from any Guarantee or
other form of credit enhancement provided by the Borrower or any of its
Subsidiaries, the Borrower shall cause the obligations under the Loan Documents
to be secured by or to benefit from all such
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                                                                              59


collateral and each such Guarantee or other form of credit enhancement on a
ratable basis with the holders of such notes and any other creditors entitled to
share therein.

            SECTION 6.02. Mergers, Consolidations and Acquisitions. Merge into
or consolidate with any other person, or permit any other person to merge into
or consolidate with it, or purchase, lease or otherwise acquire (in one
transaction or a series of transactions) all or substantially all of the assets
of any other person (whether directly by purchase, lease or other acquisition of
all or substantially all of the assets of such person or indirectly by purchase
or other acquisition of all or substantially all of the capital stock of such
other person) other than acquisitions in the ordinary course of the Borrower's
business, except that if (A) at the time thereof and immediately after giving
effect thereto no Event of Default or Default shall have occurred and be
continuing and (B) in the case of any merger or consolidation involving the
Borrower in which the Borrower is not the surviving corporation, the surviving
corporation shall assume in writing the obligations of the Borrower under this
Agreement and any other Loan Documents, then (a) the Borrower may merge or
consolidate with any Subsidiary in a transaction in which the Borrower is the
surviving corporation, (b) the Borrower may purchase, lease or otherwise acquire
from any Subsidiary all or substantially all of its assets and may purchase or
otherwise acquire all or substantially all of the Equity Interests in any person
who immediately thereafter is a Subsidiary, (c) the Borrower may merge with or
into, or consolidate with, any other person so long as (i) in the case where the
business of such other person, or an Affiliate of such other person, entirely or
primarily consists of an electric or gas utility business, the senior secured
long-term debt rating of the Borrower shall be at least BBB or higher by S&P and
Baa2 or higher by Moody's immediately after such merger or consolidation, or in
the case of a merger or consolidation in which the Borrower is not the surviving
entity, the senior secured long-term debt rating of the surviving entity or an
Affiliate thereof shall be at least BBB+ or higher by S&P and Baa1 or higher by
Moody's immediately after such merger or consolidation, or (ii) in the case
where such other person's business does not entirely or primarily consist of an
electric or gas utility business, the assets of such person at the time of such
consolidation or merger do not exceed 10% of the total assets of the Borrower
and its Subsidiaries after giving effect to such merger or consolidation,
computed and consolidated in accordance with GAAP consistently applied, and (d)
the Borrower may purchase, lease or otherwise acquire any or all of the assets
of any other person (and may purchase or otherwise acquire the capital stock of
any other person) so long as (i) the assets being purchased, leased or acquired
(or the assets of the person whose capital stock is being acquired) entirely or
primarily consist of electric or gas utility assets or (ii) in the case where
the assets being purchased, leased or acquired (or the assets of the person
whose capital stock is being acquired) do not entirely or primarily consist of
electric or
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                                                                              60


gas utility assets, the assets being acquired (or the Borrower's proportionate
share of the assets of the person whose capital stock is being acquired) do not
exceed 10% of the total assets of the Borrower and its Subsidiaries, after
giving effect to such acquisition, computed and consolidated in accordance with
GAAP consistently applied.

            SECTION 6.03. Disposition of Assets. Sell, lease, transfer, assign
or otherwise dispose of (in one transaction or in a series of transactions), in
any fiscal year, assets (whether now owned or hereafter acquired) which,
together with the amount of all sales, leases, transfers, assignments or other
dispositions permitted under clause (c)(ii) of the definition of Subsidiary
Event in Article I (other than sales, leases, transfers, assignments or other
dispositions permitted under clauses (c)(ii) (A) through (C) in such
definition), exceed 10% of the assets of the Borrower and its Subsidiaries as of
the end of the most recent fiscal year, computed and consolidated in accordance
with GAAP consistently applied, except (i) the Borrower may, in any fiscal year,
sell, lease, transfer, assign or otherwise dispose of assets in the ordinary
course of business which, together with the amount of all sales, leases,
transfers, assignments or other dispositions in the ordinary course permitted
under clause (c)(ii)(A) of the definition of Subsidiary Event in Article I, do
not exceed 5% of the assets of the Borrower and its Subsidiaries as of the end
of the most recent fiscal year, computed and consolidated in accordance with
GAAP consistently applied, (ii) to the extent permitted under Section 5.03, 6.01
or Section 6.02, (iii) the Borrower may sell, lease, transfer, assign or
otherwise dispose of its interest in the Washington Public Power Supply System
Nuclear Project No. 3 in accordance with the settlement agreement among the
Borrower, the Washington Public Power Supply System and Bonneville Power
Administration, as the same may be amended, modified or supplemented from time
to time, (iv) the Borrower may sell, lease, transfer, assign or otherwise
dispose of its interests in the Colstrip Project and related assets, (v) Avista
Energy may conduct its trading operations, (vi) the Borrower may dispose of all
or any portion of its transmission assets in one or more RTO Transactions, and
(vii) the Borrower may sell, lease, transfer, assign or otherwise dispose
(including by way of capital contribution) of, or create, incur, assume or
permit to exist Liens on, receivables and related properties or interests
therein.

            SECTION 6.04. Consolidated Total Debt to Consolidated Total
Capitalization Ratio. Permit the ratio of Consolidated Total Debt to
Consolidated Total Capitalization to be, at the end of any fiscal quarter,
greater than 0.60 to 1.00.

            SECTION 6.05. Consolidated Fixed Charge Coverage Ratio. Permit the
ratio of Consolidated Cash Flow to Consolidated Fixed Charges for any
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                                                                              61


four-fiscal-quarter period ending on any date set forth below to be less for
Avista Utilities or for the Borrower and its consolidated subsidiaries than the
ratio set forth below:



               Quarter End            Avista Utilities              Borrower
               -----------            ----------------              --------
                                                              
                6/30/2001                   1.25                      1.00

                9/30/2001                   1.25                      1.00

               12/31/2001                   1.25                      1.00

                3/31/2002                   1.50                      1.50


            SECTION 6.06. Public Utility Regulatory Borrowing Limits. Incur
actual borrowings or commitments or issued and outstanding debt of the Borrower
in excess of the amount authorized (i) by statute without necessity of public
utility commission approval and/or (ii) by orders of public utility commissions,
as in effect from time to time.

            SECTION 6.07. Investments. (a) Incur Guarantees of or by the
Borrower with respect to Avista Energy, Inc. in excess of $50,000,000 in the
aggregate or Guarantees of or by the Borrower with respect to Avista Energy,
Inc. with a duration of one year or longer.

            (b) Purchase or acquire any Equity Interests in, make any loan or
advance to, Guarantee any obligation of (in addition to any Guarantee under
Section 6.07(a)), or make any investment or other investment in, any Subsidiary
if after giving effect thereto the aggregate amount of all such investments
purchased, acquired or made during the period January 1 through December 31, (i)
2001, would exceed $100,000,000, or (ii) 2002, would exceed $75,000,000.

ARTICLE VII. EVENTS OF DEFAULT

            In case of the happening (and during the continuance) of any of the
following events ("Events of Default"):

               (a) any representation or warranty made or deemed made in or in
        connection with any Loan Document or the borrowings hereunder, or any
        representation, warranty, statement or information contained in any
        report,
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                                                                              62


        certificate, financial statement or other instrument furnished in
        connection with or pursuant to any Loan Document, shall prove to have
        been false or misleading in any material respect when so made, deemed
        made or furnished;

               (b) default shall be made in the payment of any principal of any
        Loan or any reimbursement obligation in respect of any LC Disbursement
        when and as the same shall become due and payable, whether at the due
        date thereof or at a date fixed for prepayment thereof or by
        acceleration thereof or otherwise;

               (c) default shall be made in the payment of any interest on any
        Loan or any Fee or any other amount (other than an amount referred to in
        (b) above) due under any Loan Document, when and as the same shall
        become due and payable, and such default shall continue unremedied for a
        period of five Business Days;

               (d) default shall be made in the due observance or performance by
        the Borrower of any covenant, condition or agreement contained in
        Section 5.01(a), 5.05 or 5.09 or in Article VI;

               (e) default shall be made in the due observance or performance by
        the Borrower of any covenant, condition or agreement contained in any
        Loan Document (other than those specified in (b), (c) or (d) above) and
        such default shall continue unremedied for a period of 30 days after
        notice thereof from the Agent or any Bank to the Borrower;

               (f) the Borrower or any Significant Subsidiary shall (i) fail to
        pay any principal or interest, regardless of amount, due in respect of
        any Indebtedness when the aggregate unpaid principal amount is in excess
        of $25,000,000, when and as the same shall become due and payable (after
        expiration of any applicable grace period), or (ii) fail to observe or
        perform any other term, covenant, condition or agreement (after
        expiration of any applicable grace period) contained in any agreement or
        instrument evidencing or governing any such Indebtedness if the effect
        of any failure referred to in this clause (ii) is to cause, or to permit
        the holder or holders of such Indebtedness or a trustee on its or their
        behalf (with or without the giving of notice, the lapse of time or both)
        to cause, such Indebtedness to become due prior to its stated maturity;

               (g) an involuntary proceeding shall be commenced or an
        involuntary petition shall be filed in a court of competent jurisdiction
        seeking (i) relief in respect of the Borrower or any Significant
        Subsidiary, or of a substantial part of
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                                                                              63


        the property or assets of the Borrower or a Significant Subsidiary,
        under Title 11 of the United States Code, as now constituted or
        hereafter amended, or any other Federal or state bankruptcy, insolvency,
        receivership or similar law, (ii) the appointment of a receiver,
        trustee, custodian, sequestrator, conservator or similar official for
        the Borrower or any Significant Subsidiary or for a substantial part of
        the property or assets of the Borrower or a Significant Subsidiary or
        (iii) the winding-up or liquidation of the Borrower or any Significant
        Subsidiary; and such proceeding or petition shall continue undismissed,
        or an order or decree approving or ordering any of the foregoing shall
        be entered and continue unstayed and in effect, for a period of 60 or
        more days;

               (h) the Borrower or any Significant Subsidiary shall (i)
        voluntarily commence any proceeding or file any petition seeking relief
        under Title 11 of the United States Code, as now constituted or
        hereafter amended, or any other Federal or state bankruptcy, insolvency,
        receivership or similar law, (ii) consent to the institution of, or fail
        to contest in a timely and appropriate manner, any proceeding or the
        filing of any petition described in (g) above, (iii) apply for or
        consent to the appointment of a receiver, trustee, custodian,
        sequestrator, conservator or similar official for the Borrower or any
        Significant Subsidiary or for a substantial part of the property or
        assets of the Borrower or any Significant Subsidiary, (iv) file an
        answer admitting the material allegations of a petition filed against it
        in any such proceeding, (v) make a general assignment for the benefit of
        creditors, (vi) become unable, admit in writing its inability or fail
        generally to pay its debts as they become due or (vii) take any action
        for the purpose of effecting any of the foregoing;

               (i) a final judgment or judgments shall be rendered against the
        Borrower, any Significant Subsidiary or any combination thereof for the
        payment of money with respect to which an aggregate amount in excess of
        $25,000,000 is not covered by insurance and the same shall remain
        undischarged for a period of 30 consecutive days during which execution
        shall not be effectively stayed, or any action shall be legally taken by
        a judgment creditor to levy upon assets or properties of the Borrower or
        any Significant Subsidiary to enforce any such judgment;

               (j) a Reportable Event or Reportable Events, or a failure to make
        a required installment or other payment (within the meaning of Section
        412(n)(l) of the Code), shall have occurred with respect to any Plan or
        Plans that reasonably could be expected to result in liability of the
        Borrower to the PBGC or to a Plan in
   69
                                                                              64


        an aggregate amount exceeding $25,000,000 and, within 30 days after the
        reporting of any such Reportable Event to the Agent or after the receipt
        by the Agent of the statement required pursuant to Section 5.06, the
        Agent shall have notified the Borrower in writing that (i) the Required
        Banks have made a determination that, on the basis of such Reportable
        Event or Reportable Events or the failure to make a required payment,
        there are reasonable grounds (A) for the termination of such Plan or
        Plans by the PBGC, (B) for the appointment by the appropriate United
        States District Court of a trustee to administer such Plan or Plans or
        (C) for the imposition of a lien in favor of a Plan and (ii) as a result
        thereof an Event of Default exists hereunder; or a trustee shall be
        appointed by a United States District Court to administer any such Plan
        or Plans; or the PBGC shall institute proceedings to terminate any Plan
        or Plans;

               (k) there shall occur a Subsidiary Event;

               (l) any Loan Document, at any time after its execution and
        delivery and for any reason shall cease to be in full force and effect,
        or is declared by a court of competent jurisdiction to be null and void,
        invalid or unenforceable in any respect; or the Borrower denies that it
        has any or further liability or obligation under any Loan Document, or
        purports to revoke, terminate or rescind any Loan Document; or

               (m) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in paragraph (g) or (h) above), and at any time thereafter during the
continuance of such event, the Agent, at the request of the Required Banks,
shall, by notice to the Borrower, take either or both of the following actions,
at the same or different times: (i) terminate forthwith the Commitments and (ii)
declare the Loans then outstanding to be forthwith due and payable in whole or
in part, whereupon (A) the Commitments will automatically be terminated and (B)
the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and any unpaid accrued Fees and all other liabilities
of the Borrower accrued hereunder and under any other Loan Document, shall
become forthwith due and payable, without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding; and in any event with respect to the Borrower
described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all
   70
                                                                              65


other liabilities of the Borrower accrued hereunder and under any other Loan
Document, shall automatically become due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Borrower, anything contained herein or in any other Loan
Document to the contrary notwithstanding.

ARTICLE VIII. THE AGENT

            In order to expedite the various transactions contemplated by this
Agreement, Toronto Dominion (Texas), Inc. is hereby appointed to act as Agent on
behalf of the Banks and the Issuing Bank. Each of the Banks and the Issuing Bank
hereby irrevocably authorizes and directs the Agent to take such action on
behalf of such Bank under the terms and provisions of this Agreement, and to
exercise such powers hereunder as are specifically delegated to or required of
the Agent by the terms and provisions hereof, together with such powers as are
reasonably incidental thereto. The Agent is hereby expressly authorized on
behalf of the Banks and the Issuing Bank, without hereby limiting any implied
authority, (a) to receive on behalf of each of the Banks any payment of
principal of or interest on the Loans outstanding hereunder, LC Reimbursements
and all other amounts accrued hereunder paid to the Agent, and to distribute to
each Bank its proper share of all payments so received as soon as practicable;
(b) to give notice promptly on behalf of each of the Banks to the Borrower of
any event of default specified in this Agreement of which the Agent has actual
knowledge acquired in connection with its agency hereunder; and (c) to
distribute promptly to each Bank copies of all notices, agreements and other
material as provided for in this Agreement as received by such Agent.

            Neither the Agent nor any of its directors, officers, employees or
agents shall be liable to any Bank as such for any action taken or omitted by
any of them hereunder except for its or his own gross negligence or wilful
misconduct, or be responsible for any statement, warranty or representation
herein or the contents of any document delivered in connection herewith or be
required to ascertain or to make any inquiry concerning the performance or
observance by the Borrower of any of the terms, conditions, covenants or
agreements of this Agreement. The Agent shall not be responsible to the Banks
and the Issuing Bank for the due execution, genuineness, validity,
enforceability or effectiveness of this Agreement or any other instrument to
which reference is made herein. The Agent shall in all cases be fully protected
in acting, or refraining from acting, in accordance with written instructions
signed by the Required Banks, and, except as otherwise specifically provided
herein, such instructions and any
   71
                                                                              66


action taken or failure to act pursuant thereto shall be binding on all the
Banks. The Agent shall, in the absence of knowledge to the contrary, be entitled
to rely on any paper or document believed by it in good faith to be genuine and
correct and to have been signed or sent by the proper person or persons. Neither
the Agent nor any of its directors, officers, employees or agents shall have any
responsibility to the Borrower on account of the failure or delay in performance
or breach by any Bank or the Issuing Bank of any of its obligations hereunder or
to any Bank or the Issuing Bank on account of the failure of or delay in
performance or breach by any other Bank or the Borrower of any of their
respective obligations hereunder or in connection herewith. The Agent may
execute any and all duties hereunder by or through agents or employees and shall
be entitled to advice of legal counsel selected by it with respect to all
matters arising hereunder and shall not be liable for any action taken or
suffered in good faith by it in accordance with the advice of such counsel.

            The Agent and its affiliates may accept deposits from, lend money to
and generally engage in any kind of business with the Borrower or other
affiliate thereof as if it were not the Agent.

            Each Bank recognizes that applicable laws, rules, regulations or
guidelines of governmental authorities may require the Agent to determine
whether the transactions contemplated hereby should be classified as "highly
leveraged" or assigned any similar or successor classification, and that such
determination may be binding upon the other Banks. Each Bank understands that
any such determination shall be made solely by the Agent based upon such factors
(which may include, without limitation, the Agent's internal policies and
prevailing market practices) as the Agent shall deem relevant and agrees that
the Agent shall have no liability for the consequences of any such
determination.

            Each Bank agrees (i) to reimburse the Agent in the amount of such
Bank's pro rata share (based on its Commitment hereunder) of any expenses
incurred for the benefit of the Banks by the Agent, including reasonable counsel
fees and compensation of agents and employees paid for services rendered on
behalf of the Banks, not reimbursed by the Borrower and (ii) to indemnify and
hold harmless the Agent and any of its directors, officers, employees or agents,
on demand, in the amount of its pro rata share, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against it in its capacity as the Agent or
any of them in any way relating to or arising out of this Agreement or any
action taken or omitted by it or any of them under this Agreement, to the extent
not reimbursed by the
   72
                                                                              67


Borrower; provided, however, that no Bank shall be liable to the Agent for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or wilful misconduct of the Agent or any of its directors, officers,
employees or agents.

            Each Bank acknowledges that it has, independently and without
reliance upon the Agent or any other Bank and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Bank also acknowledges that it will,
independently and without reliance upon the Agent or any other Bank based on
such documents and information as it shall deem appropriate at the time,
continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any related agreement or any document furnished hereunder.

            The Agent may execute any of its duties under this Agreement by or
through agents or attorneys selected by them using reasonable care and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
The Agent shall not be responsible for the negligence or misconduct of any
agents or attorneys selected and authorized to act by it with reasonable care
unless the damage complained of directly results from an act or failure to act
on part of the Agent which constitutes gross negligence or wilful misconduct.
Delegation to an attorney or agent shall not release the Agent from its
obligation to perform or cause to be performed the delegated duty.

            The Documentation Agent shall not have any rights, powers,
obligations, liabilities, responsibilities or duties under this Agreement other
than those applicable to all Banks as such. Without limiting the foregoing, none
of the Banks identified as "Documentation Agent" shall have or be deemed to have
any fiduciary relationship with any Bank. Each Bank acknowledges that it has not
relied, and will not rely, on any of the Banks so identified in deciding to
enter into this Agreement or in taking or not taking action hereunder.

ARTICLE IX. MISCELLANEOUS

            SECTION 9.01. Notices. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service,
   73
                                                                              68


mailed or sent by telecopy, graphic scanning or other telegraphic communications
equipment of the sending party, as follows:

               (a) if to the Borrower, to it at East 1411 Mission Avenue
        (99202), P.O. Box 3727, Spokane, Washington 99220, Attention of the
        Senior Vice President and Chief Financial Officer (Telecopy No.
        509-482-4879);

               (b) if to the Agent, to it at 909 Fannin, Suite 1700, Houston,
        Texas 77010, Attention of Kimberly Burleson (Telecopy No. 713-951-9921);

               (c) if to the Issuing Bank, to it at 909 Fannin, Suite 1700,
        Houston, Texas 77010, Attention of Kimberly Burleson (Telecopy No.
        713-951-0021); and

               (d) if to a Bank, to it at its address (or telecopy number) set
        forth in Schedule 2.01 or in the Assignment and Acceptance pursuant to
        which such Bank shall have become a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy or other telegraphic communications equipment of the sender, or on the
date five Business Days after dispatch by certified or registered mail if
mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 9.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 9.01.

            SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties, including, without limitation, any indemnities
and reimbursement obligations, made by the Borrower herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Banks and shall survive the making by the Banks of
the Loans and issuance of any Letters of Credit, and the execution and delivery
to the Banks of any Notes evidencing such Loans, regardless of any investigation
made by the Banks, or on their behalf, or by the Issuing Bank and shall continue
in full force and effect as long as the principal of or any accrued interest on
any Loan or any Fee or any other amount payable under this Agreement or any
other Loan Document is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not been terminated.
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                                                                              69


            SECTION 9.03. Binding Effect. This Agreement and the amendment and
restatement reflected hereby shall become effective when it shall have been
executed by the Borrower and the Agent and when the Agent shall have received
copies hereof which, when taken together, bear the signatures of each Bank and
the Issuing Bank, and thereafter shall be binding upon and inure to the benefit
of the Borrower, the Agent, the Issuing Bank and each Bank and their respective
successors and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior consent of
all the Banks and the Issuing Bank.

            SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and permitted assigns of such party; and all covenants,
promises and agreements by or on behalf of the Borrower, the Agent, the Issuing
Bank or the Banks that are contained in this Agreement shall bind and inure to
the benefit of their respective successors and permitted assigns.

            (b) Each Bank (including the Agent when acting as a Bank) may assign
to one or more assignees all or a portion of its interests, rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Revolving Credit Commitment and the same portion of the
applicable Loan or Loans at the time owing to it other than any Auction Loans,
which may, but need not, be assigned); provided, however, that (i) except in the
case of an assignment to a Bank or Affiliate of such Bank, the Borrower and the
Agent (and, in the case of an assignment of all or a portion of a Commitment or
any Bank's obligation in respect of its LC Exposure, the Issuing Bank) must give
their prior written consent to such assignment (which consent shall not be
unreasonably withheld), (ii) that no assignee of any Bank shall be entitled to
receive any greater payment or protection under Sections 2.13, 2.14(a), 2.15 or
2.19 than such Bank would have been entitled to receive with respect to the
rights assigned or otherwise transferred unless such assignment or transfer
shall have been made at a time when the circumstances giving rise to such
greater payment did not exist, (iii) each such assignment shall be of a
constant, and not a varying, percentage of all the assigning Bank's rights and
obligations under this Agreement, except that this clause (iii) shall not apply
to rights in respect of outstanding Auction Loans, (iv) the amount of the
Commitment of the assigning Bank subject to each such assignment (determined as
of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Agent) shall not be less than $5,000,000 (or, if less, the
total amount of their Commitments), (v) the parties to each such assignment
shall execute and deliver to the Agent an Assignment and Acceptance and a
processing and recordation fee of $3,500 and (vi) the assignee, if it shall not
be a Bank, shall deliver to the Agent an Administrative Questionnaire. Upon
   75
                                                                              70


acceptance and recording pursuant to paragraph (e) of this Section 9.04, from
and after the effective date specified in each Assignment and Acceptance, which
effective date shall be at least five Business Days after the execution thereof,
(A) the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Bank under this Agreement and (B) the assigning Bank thereunder
shall, to the extent of the interest assigned by such Assignment and Acceptance,
be released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Bank's rights and obligations under this Agreement, such Bank shall cease to be
a party hereto but shall continue to be entitled to the benefits of Sections
2.13, 2.15, 2.19 and 9.05, as well as to any Fees accrued for its account and
not yet paid).

            (c) By executing and delivering an Assignment and Acceptance, the
assigning Bank thereunder and the assignee thereunder shall be deemed to confirm
to and agree with each other and the other parties hereto as follows: (i) such
assigning Bank warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim and that its
Commitment, and the outstanding balances of its Loans, in each case without
giving effect to assignments thereof which have not become effective, are as set
forth in such Assignment and Acceptance; (ii) except as set forth in (i) above,
such assigning Bank makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
any other Loan Document or any other instrument or document furnished pursuant
hereto, or the financial condition of the Borrower or any Subsidiary or the
performance or observance by the Borrower or any Subsidiary of any of its
obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.04 and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into such Assignment and Acceptance; (v) such assignee will independently and
without reliance upon the Agent, such assigning Bank or any other Bank and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (vi) such assignee appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Agent by the terms hereof, together
   76
                                                                              71


with such powers as are reasonably incidental thereto; and (vii) such assignee
agrees that it will perform in accordance with their terms all the obligations
which by the terms of this Agreement are required to be performed by it as a
Bank.

            (d) The Agent shall maintain a copy of each Assignment and
Acceptance delivered to it including the recordation of the names and addresses
of the Banks, and the Commitment of, and principal amount of the Loans and LC
Disbursements owing to, each Bank pursuant to the terms hereof from time to time
(the "Register"). The Agent, the Issuing Bank and the Banks may treat each
person whose name is recorded in the Register pursuant to the terms hereof as a
Bank hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower, the Issuing Bank and any Bank, at any
reasonable time and from time to time upon reasonable prior notice.

            (e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Bank and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Bank hereunder), the processing and recordation fee referred to in paragraph (b)
above and, if required, the written consent of the Borrower and the Agent to
such assignment, the Agent shall (i) accept such Assignment and Acceptance, (ii)
record the information contained therein in the Register and (iii) give prompt
notice thereof to the Banks. Upon the request of the assignee, the Borrower, at
its own expense, shall execute and deliver to the Agent, a new Note or Notes to
the order of such assignee in a principal amount equal to the applicable
Commitment assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Bank has retained a Commitment, upon the request of the assigning
bank, the Borrower shall execute and deliver a new Note to the order of such
assigning Bank in a principal amount equal to the applicable Commitment retained
by it. Canceled Notes shall be returned to the Borrower.

            (f) Each Bank may without the consent of the Borrower, the Issuing
Bank or the Agent sell participations to one or more banks or other entities in
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans owing to it and any Notes held
by it); provided, however, that (i) such Bank's obligations under this Agreement
shall remain unchanged, (ii) such Bank shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) the
participating banks or other entities shall be entitled to the benefit of the
cost protection provisions contained in Sections 2.13, 2.15 and 2.19 to the same
extent as if they were Banks (provided, that the amount of such benefit shall be
limited to the amount in respect of the interest sold to which the seller of
such participation would
   77
                                                                              72


have been entitled had it not sold such interest) and (iv) the Borrower, the
Agent, the Issuing Bank and the other Banks shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations
under this Agreement, and such Bank shall retain the sole right to enforce the
obligations of the Borrower relating to the Loans and to approve any amendment,
modification or waiver of any provision of this Agreement (other than
amendments, modifications or waivers decreasing any fees payable hereunder or
the amount of principal of or the rate at which interest is payable on the
Loans, extending any scheduled principal payment date or date fixed for the
payment of interest on the Loans or changing or extending the Commitments).

            (g) Any Bank or participant may, in connection with any assignment
or participation or proposed assignment or participation pursuant to this
Section 9.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Bank by
or on behalf of the Borrower; provided that, prior to any such disclosure of
information designated by the Borrower as confidential, each such assignee or
participant or proposed assignee or participant shall execute an agreement
whereby such assignee or participant shall agree (subject to customary
exceptions) to preserve the confidentiality of such confidential information.

            (h) Notwithstanding anything to the contrary contained herein, any
Bank (a "Granting Bank") may grant to a special purpose funding vehicle (an
"SPC") the option to fund all or any part of any Loan that such Granting Bank
would otherwise be obligated to fund pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC to fund any Loan,
and (ii) if an SPC elects not to exercise such option or otherwise fails to fund
all or any part of such Loan, the Granting Bank shall be obligated to fund such
Loan pursuant to the terms hereof. The funding of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Bank to the same extent, and as if,
such Loan were funded by such Granting Bank. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or payment under this Agreement
for which a Bank would otherwise be liable for so long as, and to the extent,
the Granting Bank provides such indemnity or makes such payment. Notwithstanding
anything to the contrary contained in this Agreement, any SPC may disclose on a
confidential basis any non-public information relating to its funding of Loans
to any rating agency, commercial paper dealer or provider of any surety or
guarantee to such SPC. This paragraph may not be amended without the prior
written consent of each Granting Bank, all or any part of whose Loan is being
funded by an SPC at the time of such amendment.

            (i) Any Bank may at any time assign for security purposes all or any
portion of its rights under this Agreement and any Notes issued to it to a
Federal Reserve
   78
                                                                              73


Bank; provided that no such assignment shall release a Bank from any of its
obligations hereunder.

            (j) Subject to Section 6.02, the Borrower shall not assign or
delegate any of its rights or duties hereunder.

            SECTION 9.05. Expenses; Indemnity. (a) The Borrower agrees to pay
(i) all reasonable out-of-pocket expenses incurred by the Agent in connection
with the preparation of this Agreement and the other Loan Documents or in
connection with any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions hereby contemplated shall be
consummated) or incurred by the Agent or any Bank in connection with the
enforcement or protection of their rights in connection with this Agreement and
the other Loan Documents or in connection with the Loans made or the Notes
issued hereunder, including the fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Agent, and, in connection with any such
amendment, modification or waiver or any such enforcement or protection, the
fees, charges and disbursements of any other internal or external counsel for
the Agent, the Issuing Bank or any Bank and (ii) all reasonable out-of-pocket
expenses incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder. The Borrower further agrees that it shall indemnify the
Banks from and hold them harmless against any documentary taxes, assessments or
charges made by any Governmental Authority by reason of the execution and
delivery of this Agreement or any of the other Loan Documents.

            (b) The Borrower agrees to indemnify the Agent, the Issuing Bank and
each Bank and each of their respective directors, officers, employees and agents
(each such person being called an "Indemnitee") against, and to hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including reasonable counsel fees, charges and disbursements,
incurred by or asserted against any Indemnitee arising out of, in any way
connected with, or as a result of (i) the execution or delivery of this
Agreement or any other Loan Document or any agreement or instrument contemplated
thereby, the performance by the parties thereto of their respective obligations
thereunder or the consummation of the Transactions and the other transactions
contemplated thereby, (ii) the use of the proceeds of the Loans and of the
Letters of Credit (including any refusal by the Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of Credit)
or (iii) any claim, litigation, investigation or proceeding relating to any of
the foregoing, whether or not any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any
   79
                                                                              74


Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of such Indemnitee.

            (c) The provisions of this Section 9.05 shall remain operative and
in full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Agent, the Issuing Bank or any Bank. All amounts due
under this Section 9.05 shall be payable on written demand therefor.

            SECTION 9.06. Right of Setoff. If an Event of Default shall have
occurred and be continuing and the Loans shall have been accelerated as set
forth in Article VII, each Bank is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by such Bank (or bank
Controlling such Bank) to or for the credit or the account of the Borrower
against any of and all the obligations of the Borrower now or hereafter existing
under this Agreement and other Loan Documents held by such Bank. The rights of
each Bank under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Bank may have. Any Bank shall
provide the Borrower with written notice promptly after exercising its rights
under this Section.

            SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

            SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the
Agent, the Issuing Bank or any Bank in exercising any power or right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the Agent,
the Issuing Bank and the Banks hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies which they would
otherwise have. No waiver of any provision of this Agreement or any other Loan
Document or consent to any departure by the Borrower therefrom shall in any
event be effective unless the same shall be permitted by
   80
                                                                              75


paragraph (b) below, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No notice or demand
on the Borrower in any case shall entitle the Borrower to any other or further
notice or demand in similar or other circumstances.

            (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Banks; provided, however, that no
such agreement shall (i) decrease the principal amount of, or extend the
maturity of or any scheduled principal payment date or date for the payment of
any interest on any Loan or LC Disbursement, or waive or excuse any such payment
or any part thereof, or decrease the rate of interest on any Loan, without the
prior written consent of each Bank affected thereby, (ii) change or extend the
Commitment or decrease the Commitment Fees of any Bank without the prior written
consent of such Bank, or (iii) amend or modify the provisions of Section 2.16,
the provisions of this Section or the definition of "Required Banks", without
the prior written consent of each Bank; provided further that no such agreement
shall amend, modify or otherwise affect the rights or duties of the Agent or the
Issuing Bank hereunder without the prior written consent of the Agent or the
Issuing Bank, as the case may be. Each Bank and each holder of a Note shall be
bound by any waiver, amendment or modification authorized by this Section
regardless of whether its Note shall have been marked to make reference thereto,
and any consent by any Bank or holder of a Note pursuant to this Section shall
bind any person subsequently acquiring a Note from it, whether or not such Note
shall have been so marked.

            SECTION 9.09. Interest Rate Limitation. Notwithstanding anything
herein or in any Notes to the contrary, if at any time the applicable interest
rate, together with all fees and charges which are treated as interest under
applicable law (collectively the "Charges"), as provided for herein or in any
other document executed in connection herewith, or otherwise contracted for,
charged, received, taken or reserved by any Bank, shall exceed the maximum
lawful rate (the "Maximum Rate") which may be contracted for, charged, taken,
received or reserved by such Bank in accordance with applicable law, the rate of
interest payable under any Note held by such Bank, together with all Charges
payable to such Bank, shall be limited to the Maximum Rate.

            SECTION 9.10. Entire Agreement. This Agreement and the other Loan
Documents constitute the entire contract between the parties relative to the
subject matter hereof. Any previous agreement among the parties with respect to
the subject matter hereof is superseded by this Agreement and the other Loan
Documents. Nothing in this Agreement or in the other Loan Documents, expressed
or implied, is intended to confer
   81
                                                                              76


upon any party other than the parties hereto and thereto any rights, remedies,
obligations or liabilities under or by reason of this Agreement or the other
Loan Documents.

            SECTION 9.11. Waiver of Jury Trial. Each party hereto hereby waives,
to the fullest extent permitted by applicable law, any right it may have to a
trial by jury in respect of any litigation directly or indirectly arising out
of, under or in connection with this Agreement or any of the other Loan
Documents. Each party hereto (a) certifies that no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such
other party would not, in the event of litigation, seek to enforce the foregoing
waiver and (b) acknowledges that it and the other parties hereto have been
induced to enter into this Agreement and the other Loan Documents, as
applicable, by, among other things, the mutual waivers and certifications in
this Section 9.11.

            SECTION 9.12. Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

            SECTION 9.13. Counterparts. This Agreement 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, and shall become
effective as provided in Section 9.03.

            SECTION 9.14. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

            SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such
   82
                                                                              77


action or proceeding may be heard and determined in such New York State or, to
the extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that the Agent, Issuing Bank or any other Bank may otherwise have to bring
any action or proceeding relating to this Agreement or the other Loan Documents
against the Borrower or its properties in the courts of any jurisdiction.

            (b) The Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this agreement or the other Loan
Documents in any New York State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

            (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

            SECTION 9.16. Pledge Release Date. Promptly after the Pledge Release
Date, the Agent shall (and the Banks hereby authorize and instruct the Agent to)
take such action and execute any such documents as may reasonably be requested
by the Borrower to release the Lien of the Pledge Agreement.
   83
     WITNESS the due execution hereof as the date first above written.


                                     AVISTA CORPORATION,

                                     by  /s/       Ronald R. Peterson
                                         --------------------------------------
                                         Name:     Ronald R. Peterson
                                         Title:    Vice President & Treasurer

                                     TORONTO DOMINION (TEXAS), INC.,
                                     Individually and as Agent,


                                     by  /s/       Jeffery R. Lents
                                         --------------------------------------
                                         Name:     Jeffery R. Lents
                                         Title:    Vice President

   84

                                     THE TORONTO-DOMINION BANK,
                                     as Issuing Bank


                                     by  /s/       Jeffery R. Lents
                                         --------------------------------------
                                         Name:     Jeffery R. Lents
                                         Title:    Manager Syndication &
                                                   Credit Administration

                                     THE BANK OF NEW YORK, individually
                                     and as Documentation Agent,


                                     by  /s/       Steven Kalachman
                                         --------------------------------------
                                         Name:     Steven Kalachman
                                         Title:    Vice President


                                     BANK OF AMERICA N.A.


                                     by  /s/       Leonard Russo
                                         --------------------------------------
                                         Name:     Leonard Russo
                                         Title:    Managing Director

   85


                                     BANK HAPOALIM, B.M.


                                     by  /s/       Marc Bosc
                                         --------------------------------------
                                         Name:     Marc Bosc
                                         Title:    Vice President


                                     by  /s/       Conrad Wagner
                                         --------------------------------------
                                         Name:     Conrad Wagner
                                         Title:    First Vice President


                                     BNP PARIBAS


                                     by  /s/       Mark A. Renaud
                                         --------------------------------------
                                         Name:     Mark A. Renaud
                                         Title:    Director


                                     by  /s/       Dan Cozine
                                         --------------------------------------
                                         Name:     Dan Cozine
                                         Title:    Managing Director


                                     FLEET NATIONAL BANK


                                     by  /s/       Suresh V. Chivukula
                                         --------------------------------------
                                         Name:     Suresh V. Chivukula
                                         Title:    Managing Director

   86

                                     UNION BANK OF CALIFORNIA, N.A.

                                     by  /s/       Sonja Sevcik
                                         --------------------------------------
                                         Name:     Sonja Sevcik
                                         Title:    Assistant Vice President


                                     U.S. BANK, NATIONAL ASSOCIATION

                                     by  /s/       Wilfred C. Jack
                                         --------------------------------------
                                         Name:     Wilfred C. Jack
                                         Title:    Vice President


                                     WELLS FARGO BANK

                                     by  /s/       Tom Beil
                                         --------------------------------------
                                         Name:     Tom Beil
                                         Title:    Vice President

   87
Exhibit A


                                     FORM OF
                                      NOTE


$__________________                                              May 31, 2001
New York, New York


            FOR VALUE RECEIVED, the undersigned, AVISTA CORPORATION, a
Washington corporation (the "Borrower"), hereby promises to pay to the order of
_______________________ (the "Bank"), at the office of Toronto Dominion (Texas),
Inc., (the "Agent"), at 909 Fannin, Suite 1700, Houston, Texas 77010, on the
Expiration Date, as defined in the Amended and Restated Credit Agreement dated
as of May 31, 2001 (the "Credit Agreement"), among the Borrower, the Banks party
thereto and the Agent, the aggregate unpaid principal amount of all Loans (as
defined in the Credit Agreement) made to the Borrower by the Bank pursuant to
the Credit Agreement, in lawful money of the United States of America in
immediately available funds, and to pay interest from the date hereof on the
principal amount hereof from time to time outstanding, in like funds, at said
office, at the rate or rates per annum and payable on the dates provided in the
Credit Agreement.

            The Borrower promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by law, overdue interest from their due
dates at the rate or rates provided in the Credit Agreement.

            The Borrower hereby waives diligence, presentment, demand, protest
and notice of any kind whatsoever. The nonexercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.

            All borrowings evidenced by this Note and all payments and
prepayments of the principal hereof and interest hereon and the respective dates
and maturity dates thereof shall be endorsed by the holder hereof on the
schedule attached hereto and made a part hereof or on a continuation thereof
which shall be attached hereto and made a part hereof, or otherwise recorded by
such holder in its internal records; provided, however, that the failure of the
holder hereof to make such a notation or any error in such a notation shall not
affect the obligations of the Borrower under this Note.

            This Note is one of the Notes referred to in the Credit Agreement,
which, among other things, contains provisions for the acceleration of the
maturity hereof upon the happening of certain events, for optional and mandatory
prepayment of the principal

   88
                                                                               2


hereof prior to the maturity hereof and for the amendment or waiver of certain
provisions of the Credit Agreement, all upon the terms and conditions therein
specified. This Note shall be construed in accordance with and governed by the
laws of the State of New York and any applicable laws of the United States of
America.


                                                     AVISTA CORPORATION

                                                     by
                                                          --------------------
                                                          Name:
                                                          Title:


   89
                                                                               3




                               Loans and Payments
                               ------------------







                 Amount                                                          Name of
                   And                     Payments                              Person
              Type/Class of    Maturity    Principal      Unpaid Principal       Making
   Date           Loan          Date       Interest       Balance of Note       Notation
- -----------   -------------    --------    ---------      ----------------      --------
                                                                 






   90




Exhibit B

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE


            Reference is made to the Amended and Restated Credit Agreement dated
as of May 31, 2001 (as in effect from time to time, the "Credit Agreement"),
among Avista Corporation, a Washington corporation (the "Borrower"), the banks
listed on Schedule 2.01 thereto (the "Banks") and Toronto Dominion (Texas),
Inc., as agent for the Banks (in such capacity, the "Agent"). Terms defined in
the Credit Agreement are used herein with the same meanings.

            1. The Assignor hereby sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes, without recourse, from
the Assignor, effective as of the Effective Date set forth on the reverse
hereof, the interests set forth on the reverse hereof (the "Assigned Interest")
in the Assignor's rights and obligations under the Credit Agreement, including,
without limitation, the interests set forth on the reverse hereof in the
Commitment of the Assignor on the Effective Date and Revolving Loans [and
Auction Loans] owing to the Assignor which are outstanding on the Effective
Date, together with unpaid interest accrued on the assigned Revolving Loans [and
Auction Loans] to the Effective Date, together with the participations in
Letters of Credit and LC Disbursements held by the Assignor on the Effective
Date, and the amount, if any, set forth on the reverse hereof of the Fees
accrued to the Effective Date for the account of the Assignor. Each of the
Assignor and the Assignee hereby makes and agrees to be bound by all the
representations, warranties and agreements set forth in Section 9.04(c) of the
Credit Agreement, a copy of which has been received by each such party. From and
after the Effective Date (i) the Assignee shall be a party to and be bound by
the provisions of the Credit Agreement and, to the extent of the interests
assigned by this Assignment and Acceptance, have the rights and obligations of a
Bank thereunder and under the Loan Documents, and (ii) the Assignor shall, to
the extent of the interests assigned by this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

            2. This Assignment and Acceptance is being delivered to the Agent
together with (i) if the Assignee is organized under the laws of a jurisdiction
outside the United States, the forms specified in Section 2.19(f) of the Credit
Agreement, duly completed and executed by such Assignee, (ii) if the Assignee is
not already a Bank under the Credit Agreement, an Administrative Questionnaire
in the form of Exhibit C to the Credit Agreement, and (iii) a processing and
recordation fee of $3,500.

            3. This Assignment and Acceptance shall be governed by and construed
in accordance with the laws of the State of New York.

Date of Assignment:


   91
                                                                               2




Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment
(may not be fewer than 5 Business
Days after the Date of Assignment):

   92
                                                                               3




                                                             Percentage Assigned of
                                                             Facility and Commitment
                                                             Thereunder (set forth,
                                    Principal Amount         to at least 8 decimals,
                                    Assigned (and            as a percentage of the
                                    Identifying              Facility and the
                                    Information as to        aggregate Commitments
                                    individual               of all
Facility                            Auction Loans)           Banks thereunder)
- --------                            -----------------        -----------------------
                                                       

Commitment Assigned:                      $                            %

Revolving Loans:                          $                            %

[Auction Loans:                           $                           %]

Fees Assigned (if any):                   $                            %


The terms set forth above and on the reverse side hereof are hereby agreed to:

                                               Accepted:

              , as Assignor                    TORONTO DOMINION (TEXAS), INC.,
                                               as Agent


By: ____________________________               By: _________________________
    Name:                                          Name:
    Title:                                         Title:

_________ , as Assignee                        AVISTA CORPORATION


By: ____________________________               By: _________________________
    Name:                                          Name:
    Title:                                         Title:



   93


Exhibit C

                                     FORM OF
                          ADMINISTRATIVE QUESTIONNAIRE















   94
                                                                               2

Exhibit D


                                     FORM OF
                       OPINION OF COUNSEL FOR THE BORROWER



   95


                                  SCHEDULE 2.01


                                   COMMITMENTS


                                      Banks



Bank                                                                 Commitment
- ----                                                                 -----------
                                                               
Toronto Dominion (Texas), Inc.                                       $40,000,000
909 Fannin
Suite 1700
Houston, TX 77010
Attention: Ms. Kimberly Burleson
Telecopy: (713) 951-9921

        With copies to:

        Toronto Dominion Bank U.S.A. Division
        31 West 52nd Street
        New York, NY 10019-6101
        Attention:  Deborah Gravinese
        Telecopy: (212) 827-7244

Bank Hapoalim B.M.                                                   $10,000,000
1177 Avenue of the Americas
New York, NY 10036
Attention: Marc Bosc
Telecopy:  (212) 782-2382


Bank of America, N.A.                                                $25,000,000
Three Allen Center Office
333 Clay Street
Houston, TX 77002
Attention: Irene Rummel
Telecopy:  (713) 651-4801


BNP Paribas                                                          $10,000,000
787 Seventh Avenue
New York, NY 10019
Attention: Thomas Beaumont
Telecopy:  (212) 841-2052


   96


                                                               
Fleet National Bank                                                  $30,000,000
100 Federal Street
Boston, MA 02211
Attention: Suresh Chivukula
Telecopy:  (617) 434-3652


The Bank of New York                                                 $40,000,000
One Wall Street
New York, NY 10286
Attention: Steve Kalachman
Telecopy:  (212) 635-7923


U.S. Bank, N.A.                                                      $20,000,000
1420 Fifth Avenue, 11th Floor
Seattle, WA 98101
Attention: Fred Jack
Telecopy:  (206) 344-3654


Union Bank of California, N.A.                                       $20,000,000
445 S. Figueroa Street
Los Angeles, CA 90071
Attention: Sonja Seveik
Telecopy:  (213) 236-4096


Wells Fargo Bank                                                     $25,000,000
524 W. Riverside
Spokane, WA 99201
Attention: Tom Beil
Telecopy:  (509) 455-5762

                                                                    ------------

TOTAL                                                               $220,000,000



   97



                                  SCHEDULE 3.14



                            Significant Subsidiaries




        Name                        Percent Ownership
        ----                        -----------------
                                 

        Avista Capital, Inc.        100%


   98



                                SCHEDULE 4.02(b)



                 Statutes and Orders of Governmental Authorities


1.   Statute of Washington authorizing borrowings of one year or less without
     approval and/or Order(s) of the Washington Utilities and Transportation
     Commission.

2.   Statute of Oregon authorizing borrowings of one year or less without
     approval and/or Order(s) of the Oregon Public Utility Commission.

3.   Statute of Idaho authorizing borrowings of one year or less without
     approval and/or Order(s) of the Idaho Public Utilities Commission.

4.   Statute of California authorizing borrowings of one year or less without
     approval and/or Order(s) of the California Public Utilities Commission.

   1
                                                                      EXHIBIT 12

                               AVISTA CORPORATION

                Computation of Ratio of Earnings to Fixed Charges
                      and Preferred Dividend Requirements
                                  Consolidated
                             (Thousands of Dollars)




                                                     12 Mos. Ended                  Years Ended December 31
                                                        June 30,      --------------------------------------------------
                                                          2001          2000          1999          1998          1997
                                                        --------      --------      --------      --------      --------
                                                                                                 
Fixed charges, as defined:
      Interest on long-term debt                        $ 85,052      $ 65,314      $ 62,032      $ 66,218      $ 63,413
      Amortization of debt expense
        and premium - net                                  4,035         3,409         3,044         2,859         2,862
      Interest portion of rentals                          4,416         4,324         4,645         4,301         4,354
                                                        --------      --------      --------      --------      --------
          Total fixed charges                           $ 93,503      $ 73,047      $ 69,721      $ 73,378      $ 70,629
                                                        ========      ========      ========      ========      ========
Earnings, as defined:
      Net income from continuing ops                    $154,775      $ 91,679      $ 26,031      $ 78,139      $114,797
      Add (deduct):
        Income tax expense                               105,992        73,461        16,740        43,335        61,075
        Total fixed charges above                         93,503        73,047        69,721        73,378        70,629
                                                        --------      --------      --------      --------      --------
          Total earnings                                $354,270      $238,187      $112,492      $194,852      $246,501
                                                        ========      ========      ========      ========      ========
Ratio of earnings to fixed charges                          3.79          3.26          1.61          2.66          3.49

Fixed charges and preferred dividend requirements:
      Fixed charges above                               $ 93,503      $ 73,047      $ 69,721      $ 73,378      $ 70,629
      Preferred dividend requirements (1)                  4,099        42,753        35,149        13,057         8,261
                                                        --------      --------      --------      --------      --------
          Total                                         $ 97,602      $115,800      $104,870      $ 86,435      $ 78,890
                                                        ========      ========      ========      ========      ========
Ratio of earnings to fixed charges
  and preferred dividend requirements                       3.63          2.06          1.07          2.25          3.12


(1) Preferred dividend requirements have been grossed up to their pre-tax level