Exhibit 4(a)-18
AGREEMENT AS TO EXPENSES AND LIABILITIES
AGREEMENT dated as of _________, 199_, between The
Washington Water Power Company, a Washington corporation
("Washington Water Power"), and Washington Water Power Capital II,
a Delaware business trust (the "Trust").
WHEREAS, the Trust intends to issue its Common
Securities (the "Common Securities") to and receive ___% Junior
Subordinated Deferrable Interest Debentures, Series B, due 20__
(the "Subordinated Debt Securities") from Washington Water Power
and to issue its ___% _________ Securities, Series B (the
"Securities") with such powers, preferences and special rights
and restrictions as are set forth in the Amended and Restated
Declaration of Trust of the Trust dated as of _________, 199_ as
the same may be amended from time to time (the "Declaration");
WHEREAS, Washington Water Power will directly own all
of the Common Securities and will issue the Subordinated Debt
Securities;
NOW, THEREFORE, in consideration of the purchase by
each holder of the Securities, which purchase Washington Water
Power hereby agrees shall benefit Washington Water Power and
which purchase Washington Water Power acknowledges will be made
in reliance upon the execution and delivery of this Agreement,
Washington Water Power, including in its capacity as holder of
the Common Securities, and the Trust hereby agree as follows:
ARTICLE I
Section 1.01. Guarantee by Washington Water Power.
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Subject to the terms and conditions hereof, Washington Water
Power hereby irrevocably and unconditionally guarantees the full
payment, when and as due, of any and all Obligations (as
hereinafter defined) to each person or entity to whom the Trust
is now or hereafter becomes indebted or liable (the
"Beneficiaries"). As used herein, "Obligations" means any
indebtedness, expenses or liabilities of the Trust, other than
obligations of the Trust to pay to holders of any Securities the
amounts due such holders pursuant to the terms of the Securities.
This Agreement is intended to be for the benefit of, and to be
enforceable by, all such Beneficiaries, whether or not such
Beneficiaries have received notice hereof.
Section 1.02. Term of Agreement. This Agreement shall
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terminate and be of no further force and effect upon the date on
which there are no Beneficiaries remaining; provided, however,
that this Agreement shall continue to be effective or shall be
reinstated, as the case may be, if at any time any holder of
Securities or any Beneficiary must restore payment of any sums
paid under the Securities, under any Obligation, under the
Securities Guarantee Agreement dated the date hereof by
Washington Water Power and Wilmington Trust Company, as guarantee
trustee, or under this Agreement for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.
Section 1.03. Waiver of Notice. Washington Water
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Power hereby waives notice of acceptance of this Agreement and of
any Obligation to which it applies or may apply, and Washington
Water Power hereby waives presentment, demand for payment,
protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.
Section 1.04. No Impairment. The obligations,
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covenants, agreements and duties of Washington Water Power under
this Agreement shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:
(a) the extension of time for the payment by the Trust
of all or any portion of the Obligations or for the performance
of any other obligation under, arising out of, or in connection
with, the Obligations;
(b) any failure, omission, delay or lack of diligence
on the part of the Beneficiaries to enforce, assert or exercise
any right, privilege, power or remedy conferred on the
Beneficiaries with respect to the Obligations or any action on
the part of the Trust granting indulgence or extension of any
kind; or
(c) the voluntary or involuntary liquidation,
dissolution, sale of any collateral, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Trust or any of
the assets of the Trust.
There shall be no obligation of the Beneficiaries to give notice
to, or obtain the consent of, Washington Water Power with respect
to the happening of any of the foregoing.
Section 1.05. Enforcement. A Beneficiary may enforce
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this Agreement directly against Washington Water Power and
Washington Water Power waives any right or remedy to require that
any action be brought against the Trust or any other person or
entity before proceeding against Washington Water Power.
ARTICLE II
Section 2.01. Binding Effect. All guarantees and
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agreements contained in this Agreement shall bind the successors,
assigns, receivers, trustees and representatives of Washington
Water Power and shall inure to the benefit of the Beneficiaries.
Section 2.02. Amendment. So long as there remains any
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Beneficiary or any Securities of any series are outstanding, this
Agreement shall not be modified or amended in any manner adverse
to such Beneficiary or to the holders of the Securities.
Section 2.03. Notices. Any notice, request or other
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communication required or permitted to be given hereunder shall
be given in writing by delivering the same against receipt
therefor by facsimile transmission (confirmed by mail), telex or
by registered or certified mail, addressed as follows (and if so
given, shall be deemed given when mailed or upon receipt of an
answer-back, if sent by telex), to wit:
Washington Water Power Capital II
c/o The Washington Water Power Company
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Treasurer
Facsimile No.: (000) 000-0000
The Washington Water Power Company
0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Treasurer
Facsimile No.: (000) 000-0000
Section 2.04 THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES).
THIS EXPENSE AGREEMENT is executed as of the day and
year first above
written.
THE WASHINGTON WATER POWER COMPANY
By: ______________________________
Name: ____________________
Title: ____________________
WASHINGTON WATER POWER CAPITAL II
By: ______________________________
______________________________
not in his/her individual capacity,
but solely as Regular Trustee
