Avista Corporation Waiver of Redemption Rights Letter to The Bank of New York Mellon Trust Company, N.A. (March 7, 2024)
Avista Corporation notifies The Bank of New York Mellon Trust Company, as trustee, that it waives its right to redeem $66.7 million City of Forsyth, Montana Pollution Control Revenue Refunding Bonds if the related project is transferred to NorthWestern Corporation. This waiver is tied to a bond remarketing and sale agreement dated March 7, 2024. If the bond sale does not occur as planned, the waiver is automatically cancelled. The letter is also copied to BofA Securities, the remarketing agent.
Exhibit 4.73
March 7, 2024
The Bank of New York Mellon Trust Company, N.A., as trustee 101 2nd Street, Suite 2400
San Francisco, CA 94105
Re: $66,700,000
City of Forsyth, Montana
Pollution Control Revenue Refunding Bonds (Avista Corporation Colstrip Project)
Series 2010A Ladies and Gentlemen:
We refer to the Trust Indenture, dated as of December 1, 2010 (the “Indenture”), between the City of Forsyth, Montana (the “City”) and The Bank of New York Mellon Trust Company, N.A., as trustee, under which the above referenced bonds (the “Bonds”) were issued, and to the Loan Agreement, dated as of December 1, 2010 (the “Loan Agreement”), between the City and Avista Corporation (the “Company”) relating to the Bonds.
The Company has the option under Section 8.01 of the Loan Agreement to cause a redemption of the Bonds, in whole or in part, pursuant to, among other provisions, Section 4.02 (a)(v) of the Indenture if all or substantially all of the Project (as defined in the Indenture) shall be transferred or sold to any entity other than an affiliate of the Company.
The Company hereby irrevocably waives its right under Section 8.01 of the Loan Agreement to cause the redemption of Bonds in any principal amount under Section 4.02 (a)(v) of the Indenture in the event that the Project is transferred to NorthWestern Corporation.
The Company has entered into a Remarketing and Bond Purchase Agreement, dated March 7, 2024 (the “Agreement”), among BofA Securities, Inc., as Remarketing Agent, BofA Securities, Inc. and KeyBanc Capital Markets Inc., as Underwriters, and the Company, pursuant to which the Bonds are to be remarketed, reoffered and sold on April 1, 2024. If for any reason the transactions contemplated in the Agreement are not consummated, the waiver made by the Company in the next preceding paragraph of this letter shall be automatically rescinded, without further act, and shall be of no force or effect.
Very truly yours,
AVISTA CORPORATION
By: | /s/ Jason E. Lang |
Name: | Jason E. Lang |
Title: | Assistant Treasurer |
| Director of Finance and Risk |
| Authorized Company Representative |
CC: BofA Securities, Inc.,
as Remarketing Agent One Bryant Park
New York, NY 10036
