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Exhibit 4.2
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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
$66,700,000
City of Forsyth, Montana
Pollution Control Revenue Refunding Bonds
(Avista Corporation Colstrip Project)
Series 1999A
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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 1999A First Supplemental Loan Agreement
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TABLE OF CONTENTS
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<CAPTION>
SECTION
PAGE
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<C>
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 1999A 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 1999A (the
"Bonds"), in the aggregate principal amount
of $66,700,000, 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 1999A 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 Agreement a valid and
binding agreement have bee
