Exhibit 4(a)-19
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 III, 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 C, due 20__ (the "Subordinated Debt
Securities") from Washington Water Power and to issue its ___% Trust
Originated Preferred Securities, Series C (the "Preferred 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 Preferred 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. Subject to
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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 Preferred Securities the amounts due such holders
pursuant to the terms of the Preferred 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 terminate
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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 Preferred Securities or any Beneficiary must restore
payment of any sums paid under the Preferred Securities, under any
Obligation, under the Preferred 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 Power hereby
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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, covenants,
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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 this
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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 agreements
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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 Preferred 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 Preferred 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 III
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 III
By:______________________________
___________________
not in his/her individual capacity, but
solely as Regular Trustee
