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Exhibit 4.4
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FIRST SUPPLEMENTAL LOAN AGREEMENT
BETWEEN
CITY OF FORSYTH, MONTANA
AND
AVISTA CORPORATION
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Dated as of May 1, 2005
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Relating to
$17,000,000
City of Forsyth, Montana
Pollution Control Revenue Refunding Bonds
(Avista Corporation Colstrip Project)
Series 1999B
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Amending
and Restating that certain Loan Agreement, dated as of
September
1, 1999, between the City of Forsyth,
Montana and Avista Corporation.
Series 1999B First Supplemental Loan Agreement
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TABLE OF CONTENTS
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<CAPTION>
SECTION
PAGE
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RECITALS................................................................................................
1
ARTICLE I
DEFINITIONS................................................................................
2
Section 1.01.
Definitions Contained in the Original Loan Agreement and the
Indenture..........................................................................
2
Section 1.02.
New
Definitions....................................................................
2
ARTICLE II REPRESENTATIONS AND
WARRANTIES.............................................................
2
Section 2.01.
Representations and Warranties of the
Issuer....................................... 2
Section 2.02.
Representations and Warranties of the
Company...................................... 3
ARTICLE III AMENDMENT OF LOAN
AGREEMENT................................................................
4
Section 3.01.
Amendment
and Restatement of the Original Loan
Agreement........................... 4
ARTICLE IV
MISCELLANEOUS..............................................................................
5
Section 4.01.
Execution
of
Counterparts..........................................................
5
Section 4.02.
Effective
Date Applicability of the
Agreement...................................... 5
Section 4.03.
Governing
Law......................................................................
5
Section 4.04.
Severability.......................................................................
5
Testimonium.............................................................................................
6
Signatures and
Seals....................................................................................
6
Consent of
Trustee......................................................................................
8
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Series 1999B First Supplemental Loan Agreement
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This FIRST
SUPPLEMENTAL LOAN AGREEMENT, dated as of May 1, 2005 the
("First Supplemental Loan Agreement"), is
between the CITY OF FORSYTH, MONTANA,
a political subdivision duly organized and
existing under the Constitution and
laws of the State of Montana (the
"Issuer"), and AVISTA CORPORATION, a
corporation duly organized under the laws
of the State of Washington, and duly
qualified to conduct business in the State
of Montana (the "Company").
RECITALS:
WHEREAS,
the Issuer has previously issued its Pollution Control Revenue
Refunding Bonds (Avista Corporation
Colstrip Project), Series 1999B (the
"Bonds"), in the aggregate principal amount
of $17,000,000, pursuant to a Trust
Indenture, dated as of September 1, 1999
(the "Original Indenture"), as amended
and restated by a First Supplemental Trust
Indenture, dated as of May 1, 2005
(the "First Supplemental Indenture," and
the Original Indenture, as amended and
restated by the First Supplemental
Indenture, the "Indenture"), each between the
Issuer and J.P. Morgan Trust Company, N.A.
(successor in interest to Chase
Manhattan Bank and Trust Company, National
Association), as trustee (the
"Trustee"); and
WHEREAS,
in connection with the issuance of the Bonds, the Issuer and
the
Company entered into the Loan Agreement,
dated as of September 1, 1999 (the
"Original Loan Agreement"); and
WHEREAS,
in order to comply with certain covenants made by the Company
in
that certain Insurance Agreement, dated as
of September 1, 1999, between the
Company and the Provider, the Company
desires now to provide additional security
for the payment of the principal of,
premium, if any, and interest on the Bonds
by delivering to the Trustee, for the
account of the Issuer, the Company's first
mortgage bonds (the "First Mortgage Bonds")
or other suitable security that may
be provided by the Company; and
WHEREAS,
Section 9.04 of the Original Loan Agreement provides that the
Original Loan Agreement may be amended by
written agreement of the Issuer and
the Company and as otherwise provided in
the Indenture; and
WHEREAS,
Section 12.05(e) of the Indenture provides that the Original
Loan
Agreement may be amended without the
consent or notice to the owners "...to
assign or pledge additional security for
the Bonds..., which shall not
materially adversely affect the interest of
the Owners of the Bonds;" and
WHEREAS,
the assignment and pledge of the First Mortgage Bonds and the
amendment and restatement of the Original
Loan Agreement does not materially
adversely affect the interest of the owners
of the Bonds; and
Series 1999B First Supplemental Loan Agreement
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WHEREAS,
Section 12.05 of the Indenture requires the Consent of the
Provider (unless a Provider default shall
have occurred and be continuing) and
permits the Trustee to consent to the
modifying, altering, amending or
supplementing of the Agreement; and
WHEREAS,
the Provider and Trustee have consented to this First
Supplemental Loan Agreement; and
WHEREAS,
the Issuer and the Company desire to amend and restate the
Original Loan Agreement as provided herein;
and
WHEREAS,
there has been delivered to the Issuer, the Provider and the
Trustee, the Favorable Opinion of Bond
Counsel required by Section 12.05 of the
Indenture; and
WHEREAS,
the execution and delivery of this First Supplemental Loan
Agreement have been duly authorized by the
governing body of the Issuer and all
things necessary to make this First
Supplemental Loan
