20250818Compliance Filing.pdf

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RECEIVED
Avista Corp. August 18, 2025
1411 East Mission P.O. Box 3727 IDAHO PUBLIC
Spokane, Washington 99220-0500 UTILITIES COMMISSION
Telephone [phone]
Toll Free 800-727-9170
August 18, 2025
State of Idaho
Idaho Public Utilities Commission
11331 W. Chinden Blvd
Bldg 8 Suite 201-A
Boise, ID 83714
RE: Filing requirements under Order No. 36079
Dear Commission Secretary:
Enclosed is the Sixty-Ninth Supplemental Indenture and Summary Term Sheet
pertaining to the July 23, 2025 debt issuance, as required under Order No. 36079. If any
questions arise or additional information is needed, please do not hesitate to contact
Krista Johnson at 509-495-8020.
Sincerely,
Jason E. Lang
Director of Finance, Risk and Assistant Treasurer
Enclosures

AVISTA CORPORATION
TO
CITIBANK, N.A.
As Successor Trustee under
Mortgage and Deed of Trust,
dated as of June 1, 1939
Sixty-ninth Supplemental Indenture
Providing among other things for a series of bonds designated
"First Mortgage Bonds, 6.18%Series due 2055"
Due July 1, 2055
and for certain amendments to such
Mortgage and Deed of Trust
Dated as of July 1, 2025
IM-#10765497.6

SIXTY-NINTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the I" day of July, 2025, between AVISTA
CORPORATION (formerly known as The Washington Water Power Company), a corporation of
the State of Washington, whose post office address is 1411 East Mission Avenue, Spokane,
Washington 99202 (the "Company"), and CITIBANK, N.A., formerly First National City Bank
(successor by merger to First National City Trust Company, formerly City Bank Farmers Trust
Company), a national banking association incorporated and existing under the laws of the United
States of America, whose post office address is 388 Greenwich Street, New York, New York
10013, as trustee (the "Trustee"), under the Mortgage and Deed of Trust, dated as of June 1, 1939
(the "Original Mortgage"), executed and delivered by the Company to secure the payment of
bonds issued or to be issued under and in accordance with the provisions thereof, this indenture
(this "Sixty-ninth Supplemental Indenture") being supplemental to the Original Mortgage, as
heretofore supplemented and amended.
WHEREAS pursuant to a written request of the Company made in accordance
with Section 103 of the Original Mortgage, Francis M. Pitt (then Individual Trustee under the
Original Mortgage, as theretofore supplemented and amended) ceased to be a trustee thereunder
on July 23, 1969, and all of his powers as Individual Trustee have devolved upon the Trustee and
its successors alone; and
WHEREAS by the Original Mortgage the Company covenanted that it would
execute and deliver such further instruments and do such further acts as might be necessary or
proper to carry out more effectually the purposes of the Original Mortgage and to make subject
to the lien of the Original Mortgage any property thereafter acquired intended to be subject to the
lien thereof; and
WHEREAS the Company has heretofore executed and delivered, in addition to
the Original Mortgage, the indentures supplemental thereto and amendatory thereof, and has
issued the series of bonds, set forth in Exhibit A hereto (the Original Mortgage, as supplemented
and amended by the First through Sixty-eighth Supplemental Indentures and, if the context shall
so require, as to be supplemented by this Sixty-ninth Supplemental Indenture, being herein
sometimes called the "Mortgage"); and
WHEREAS the Original Mortgage and the First Supplemental Indenture, dated as
of October 1, 1952, through the Twenty-fifth Supplemental Indenture, dated as of October 1,
1989, were appropriately filed and recorded in the various official records in the States of
Washington, Idaho and Montana, as set forth in such Supplemental Indentures and in the
Twenty-sixth Supplemental Indenture, dated as of April 1, 1993; and
WHEREAS for the purpose of confirming or perfecting the lien of the Original
Mortgage, as then supplemented and amended, on additional properties of the Company located
in the State of Oregon and additional counties in the State of Montana, the Company executed
and delivered a Short Form Mortgage and Security Agreement, in multiple counterparts dated as
of various dates in 1992, in furtherance of and supplemental to the Original Mortgage, as then
supplemented and amended, and such instrument was appropriately filed and recorded in the
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various official records in Oregon and Montana, as set forth in the aforesaid Twenty-sixth
Supplemental Indenture; and
WHEREAS the aforesaid Twenty-sixth Supplemental Indenture through the
Twenty-ninth Supplemental Indenture, dated as of December 1, 2001, were appropriately filed
and recorded in the various official records in the States of Washington, Idaho, Montana and
Oregon, as set forth in the Twenty-seventh Supplemental Indenture, dated as of January 1, 1994,
through the Thirtieth Supplemental Indenture, dated as of May 1, 2002; and
WHEREAS for the purpose of confirming or perfecting the lien of the Original
Mortgage, as then supplemented and amended, on all its properties (other than specifically
excepted property), including all real properties owned in fee, which were specifically described
or referred to in Exhibit B to such instrument, all easements and other interests in and rights to
use real property and all equipment and fixtures, the Company executed and delivered an
Instrument of Further Assurance, dated as of December 15, 2001, in furtherance of and
supplemental to the Original Mortgage, as then supplemented and amended, and such instrument
was appropriately filed and recorded in the various official records in the States of Washington,
Idaho, Montana and Oregon; and
WHEREAS for the purpose of confirming or perfecting the lien of the Original
Mortgage, as then supplemented and amended, on additional properties of the Company located
in an additional county in the State of Oregon, the Company executed and delivered a
Memorandum of Mortgage and Security Agreement, dated as of May 29, 2003, in furtherance of
and supplemental to the Original Mortgage, as then supplemented and amended, and such
instrument was appropriately filed and recorded in the various official records in the State of
Oregon; and
WHEREAS the aforesaid Thirtieth Supplemental Indenture through the Sixty-
sixth Supplemental Indenture, dated as of March 1, 2022, were appropriately filed and recorded
in the various official records in the States of Washington, Idaho, Montana and Oregon, as set
forth in the Thirty-first Supplemental Indenture, dated as of May 1, 2003, through the Sixty-
seventh Supplemental Indenture, dated as of March 1, 2023; and
WHEREAS the aforesaid Sixty-seventh Supplemental Indenture and the Sixty-
eighth Supplemental Indenture, dated as of June 1, 2023, have been appropriately filed or
recorded in the various official records in the States of Washington, Idaho, Montana and Oregon,
as set forth in Exhibit B and Exhibit C hereto, respectively; and
WHEREAS in addition to the property described in the Mortgage the Company
has acquired certain other property, rights and interests in property; and
WHEREAS Section 120 of the Original Mortgage, as heretofore amended,
provides that, without the consent of any holders of bonds, the Company and the Trustee, at any
time and from time to time, may enter into indentures supplemental to the Original Mortgage for
various purposes set forth therein, including, without limitation, to cure ambiguities or correct
defective or inconsistent provisions or to make other changes therein that shall not adversely
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affect the interests of the holders of bonds of any series in any material respect or to establish the
form or terms of bonds of any series as contemplated by Article II; and
WHEREAS Section 116 and Section 113 of the Original Mortgage, as heretofore
amended, together, provide, generally, that the Mortgage may be modified or altered with the
consent of the holders of sixty per centum (60%) or more in principal amount of the bonds then
Outstanding under the Mortgage; and
WHEREAS, each of the Fifty-eighth Supplemental Indenture, dated as of December 1,
2015, and each supplemental indenture thereafter through the Sixty-eighth Supplemental
Indenture, dated as of June 1, 2023, and each bond of the series established under such
supplemental indenture, provide that each initial and subsequent holder of the bonds of such
series, by virtue of its acquisition of an interest therein, shall be deemed, without further act, to
have consented the prospective amendments to the Mortgage set forth in Exhibit E(1) to such
Fifty-eighth Supplemental Indenture (as amended in Section 2 of Article III of the Sixtieth
Supplemental Indenture, dated as of December 1, 2017) and in Exhibits E(2) and E(3) to such
Fifty-eighth Supplemental Indenture; and
WHEREAS, as shown on Exhibit A to this Sixty-ninth Supplemental Indenture, the
bonds of the series established under the Fifty-eighth through the Sixty-eighth Supplemental
Indentures, all of which are Outstanding at the date and time of the execution and delivery of this
Sixty-ninth Supplemental Indenture, constitute 78.03% of the aggregate principal amount of
bonds Outstanding at such date and time (excluding the bonds of the series established under this
Sixty-ninth Supplemental Indenture); and
WHEREAS the Company now desires to create a new series of bonds and to
make certain amendments to the Original Mortgage, as heretofore amended;
WHEREAS Section 8 of the Original Mortgage, as heretofore amended, provides
that the form of each series of bonds (other than the First Series) issued thereunder and of the
coupons to be attached to coupon bonds of such series shall be established by Resolution of the
Board of Directors of the Company or by Treasurer's Certificate, or shall be set forth in an
indenture supplemental to the Original Mortgage; that the form of such series, as so established,
shall specify the descriptive title of the bonds and various other terms thereof; and that such
series may also contain such provisions not inconsistent with the provisions of the Mortgage as
the Company may, in its discretion, cause to be inserted therein expressing or referring to the
terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage;
and
WHEREAS the execution and delivery by the Company of this Sixty-ninth
Supplemental Indenture, the terms of the Bonds of the Seventieth Series, hereinafter referred to
and the amendments to the Original Mortgage, as heretofore amended, set forth in Article III of
this Sixty-ninth Supplemental Indenture have been duly authorized by all necessary corporate
action including appropriate Resolutions of the Board of Directors of the Company, and all
things necessary to make this Sixty-ninth Supplemental Indenture a valid, binding and legal
instrument have been performed;
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NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Company,
in consideration of the premises and of other good and valuable consideration, the receipt and
sufficiency whereof are hereby acknowledged, hereby confirms the estate, title and rights of the
Trustee (including, without limitation, the lien of the Mortgage on the property of the Company
subjected thereto, whether now owned or hereafter acquired) held as security for the payment of
both the principal of and interest and premium, if any, on the bonds from time to time issued
under the Mortgage according to their tenor and effect and the performance of all the provisions
of the Mortgage and of such bonds, and, without limiting the generality of the foregoing, hereby
confirms the grant, bargain, sale, release, conveyance, assignment, transfer, mortgage, pledge,
setting over and confirmation unto the Trustee, contained in the Mortgage, of all the following
described properties of the Company, whether now owned or hereafter acquired, namely:
All of the property, real, personal and mixed, of every character and
wheresoever situated (except any hereinafter or in the Mortgage expressly
excepted) which the Company now owns or, subject to the provisions of
Section 87 of the Original Mortgage, may hereafter acquire prior to the
satisfaction and discharge of the Mortgage, as fully and completely as if herein or
in the Mortgage specifically described, and including (without in anywise limiting
or impairing by the enumeration of the same the scope and intent of the foregoing
or of any general description contained in Mortgage) all lands, real estate,
easements, servitudes, rights of way and leasehold and other interests in real
estate; all rights to the use or appropriation of water, flowage rights, water storage
rights, flooding rights, and other rights in respect of or relating to water; all plants
for the generation of electricity, power houses, dams, dam sites, reservoirs,
flumes, raceways, diversion works, head works, waterways, water works, water
systems, gas plants, steam heat plants, hot water plants, ice or refrigeration plants,
stations, substations, offices, buildings and other works and structures and the
equipment thereof and all improvements, extensions and additions thereto; all
generators, machinery, engines, turbines, boilers, dynamos, transformers, motors,
electric machines, switchboards, regulators, meters, electrical and mechanical
appliances, conduits, cables, pipes and mains; all lines and systems for the
transmission and distribution of electric current, gas, steam heat or water for any
purpose; all towers, mains, pipes, poles, pole lines, conduits, cables, wires, switch
racks, insulators, compressors, pumps, fittings, valves and connections; all tools,
implements, apparatus, furniture, stores, supplies and equipment; all franchises
(except the Company's franchise to be a corporation), licenses, permits, rights,
powers and privileges; and (except as hereinafter or in the Mortgage expressly
excepted) all the right, title and interest of the Company in and to all other
property of any kind or nature.
The Company hereby acknowledges that, as of the date of this Sixty-ninth
Supplemental Indenture, the real property located in the State of Washington, taken as a whole,
that is so conveyed or intended to be so conveyed under the Mortgage is not used principally for
agricultural purposes.
The property so conveyed or intended to be so conveyed under the Mortgage shall
include, but shall not be limited to, the property set forth in Exhibit D hereto, the particular
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description of which is intended only to aid in the identification thereof and shall not be
construed as limiting the force, effect and scope of the foregoing.
TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof,
with the reversion and reversions, remainder and remainders and (subject to the provisions of
Section 57 of the Original Mortgage) the tolls, rents, revenues, issues, earnings, income, product
and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well
as in equity, which the Company now has or may hereafter acquire in and to the aforesaid
property and franchises and every part and parcel thereof.
THE COMPANY HEREBY CONFIRMS that, subject to the provisions of
Section 87 of the Original Mortgage, all the property, rights, and franchises acquired by the
Company after the date of the Original Mortgage (except any in the Mortgage expressly
excepted) are and shall be as fully embraced within the lien of the Mortgage as if such property,
rights and franchises had been owned by the Company at the date of the Original Mortgage and
had been specifically described therein.
PROVIDED THAT the following were not and were not intended to be then or
now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over or confirmed under the Mortgage and were, are and shall be expressly excepted
from the lien and operation of the Mortgage namely: (1) cash, shares of stock and obligations
(including bonds, notes and other securities)not hereafter specifically pledged, paid, deposited or
delivered under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or
supplies held for the purpose of sale in the usual course of business or for consumption in the
operation of any properties of the Company; (3) bills, notes and accounts receivable, and all
contracts, leases and operating agreements not specifically pledged under the Mortgage or
covenanted so to be; (4) electric energy and other materials or products generated, manufactured,
produced or purchased by the Company for sale, distribution or use in the ordinary course of its
business; (5) all automobiles, buses, trucks, truck cranes, tractors, trailers and similar vehicles
and movable equipment; all rolling stock, rail cars and other railroad equipment; all vessels,
boats, barges, and other marine equipment; all airplanes, helicopters, drones, aircraft engines and
other flight equipment; all parts, accessories and supplies used in connection with any of the
foregoing; and all personal property of such character that the perfection of a security interest
therein or other lien thereon is not governed by the Uniform Commercial Code (or similar law)
as in effect in the jurisdiction in which such property is located; and (6) any property heretofore
released pursuant to any provisions of the Mortgage and not heretofore disposed of by the
Company; provided, however, that the property and rights expressly excepted from the lien and
operation of the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by
law) cease to be so excepted in the event that the Trustee or a receiver or trustee shall enter upon
and take possession of the Mortgaged and Pledged Property in the manner provided in
Article XII of the Original Mortgage by reason of the occurrence of a Completed Default as
defined in said Article XII of the Original Mortgage, as heretofore amended.
TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over
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or confirmed by the Company in the Mortgage as aforesaid, or intended so to be, unto the
Trustee, and its successors, heirs and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisos and covenants as set forth in the
Mortgage, this Sixty-ninth Supplemental Indenture being supplemental to the Mortgage.
AND IT IS HEREBY FURTHER CONFIRMED by the Company that all the
terms, conditions, provisos, covenants and provisions contained in the Mortgage shall affect and
apply to the property in the Mortgage described and conveyed, and to the estates, rights,
obligations and duties of the Company and the Trustee and the beneficiaries of the trust with
respect to said property, and to the Trustee and its successors in the trust, in the same manner and
with the same effect as if the said property had been owned by the Company at the time of the
execution of the Original Mortgage, and had been specifically and at length described in and
conveyed to said Trustee by the Original Mortgage as a part of the property therein stated to be
conveyed.
The Company further covenants and agrees to and with the Trustee and its
successor or successors in such trust under the Mortgage, as follows:
ARTICLE I
Seventieth Series of Bonds
SECTION 1. (I) There shall be a series of bonds designated "First Mortgage
Bonds, 6.18% Series due 2055" (herein sometimes referred to as the 'Bonds of the Seventieth
Series" or the 'Bonds"), each of which shall also bear the descriptive title First Mortgage Bond,
and the form thereof is set forth on Exhibit E hereto. The Bonds of the Seventieth Series shall be
issued as fully registered bonds in denominations of One Thousand Dollars and, at the option of
the Company, any amount in excess thereof(the exercise of such option to be evidenced by the
execution and delivery thereof) and shall be dated as in Section 10 of the Original Mortgage
provided.
(II) The Bonds of the Seventieth Series shall have the following terms and
characteristics:
(a) the Bonds of the Seventieth Series shall be limited in aggregate
principal amount to $120,000,000 (except for Bonds of such series authenticated and
delivered upon transfer of or in exchange for, or in lieu of, other Bonds of such series);
(b) the principal of the Bonds of the Seventieth Series shall (unless
theretofore paid) be payable on the Stated Maturity Date (as hereinafter defined);
(c) the Bonds of the Seventieth Series shall bear interest at the rate of
six and eighteen one-hundredths per centum (6.18%) per annum; interest on the Bonds
shall accrue from and including July 23, 2025, except as otherwise provided in the form
of bond attached hereto as Exhibit E; interest on the Bonds shall be payable on each
Interest Payment Date and at Maturity (as hereinafter defined); and interest on the Bonds
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during any period less than one year for which payment is made shall be computed on the
basis of a 360-day year consisting of twelve 30-days months;
(d) the principal of and premium, if any, and interest on each Bond of
the Seventieth Series payable at Maturity shall be payable to the registered owner thereof
upon presentation thereof at the office or agency of the Company in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for public and private debts. The
interest on each Bond of the Seventieth Series (other than interest payable at Maturity)
shall be payable by check, in similar coin or currency, mailed to the registered owner
thereof as of the close of business on the Record Date (as hereinafter defined) next
preceding each Interest Payment Date; provided, however, that if such registered owner
shall be a securities depositary, such payment may be made by such other means in lieu
of check as shall be agreed upon by the Company, the Trustee and such registered owner;
and, provided, further, that, so long as any Bond of the Seventieth Series shall be held by
(i) the original purchaser thereof under the Bond Purchase Agreement (as hereinafter
defined) or (ii) any other Institutional Investor (as hereinafter defined) that (A) is the
direct or indirect transferee of such Bond from such original purchaser and (B) has made
the same agreement relating to such Bond as such original purchaser made in Section 8.2
of the Bond Purchase Agreement, payment of principal of and premium, if any, and
interest on such Bond of the Seventieth Series shall be payable in the manner specified in
the Bond Purchase Agreement. Interest payable at Maturity shall be paid to the person to
whom principal shall be paid.
(e) (i) Prior to the Par Call Date (as hereinafter defined), the Bonds of the
Seventieth Series shall be redeemable in whole at any time, or in part from time to time,
at the option of the Company at a redemption price equal to the greater of
(A) 100% of the principal amount of the Bonds being redeemed
and
(B) (I) the sum of the present values of the remaining
scheduled payments of principal of and interest on the Bonds being
redeemed (assuming, for this purpose, that the Bonds were stated to
mature on the Par Call Date), discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at a discount rate equal to the Treasury Yield (as hereinafter
defined) plus 50 basis points, less (II) interest accrued to the redemption
date,
plus, in the case of either (A) or (B) above, whichever is applicable, accrued and unpaid
interest on such Bonds to the date of redemption.
(ii) On or after the Par Call Date, the Bonds of the Seventieth Series
shall be redeemable in whole at any time, or in part from time to time, at the option of the
Company at a redemption price equal to 100% of the principal amount of the Bonds
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being redeemed plus accrued and unpaid interest on such Bonds to the date of
redemption.
(f) (i) "Par Call Date" means January 1, 2055;
(ii) "Treasury Yield" means, with respect to any redemption of Bonds
of the Seventieth Series, the yield to maturity determined as follows for the latest day for
which yields for Treasury constant maturities are reported on H.15 (as hereinafter
defined) as of the Calculation Date (as hereinafter defined):
(A) the yield for the Treasury constant maturity on H.15 exactly
equal to the period from the redemption date to the Par Call Date (the
"Remaining Life"); or
(B) if there is no such Treasury constant maturity on H.15
having a term exactly equal to the Remaining Life, the yield to maturity
determined by linear interpolation on a straight-line basis between (I) the
yield for the Treasury constant maturity reported on H.15 with the term
next longer than the Remaining Life and (II) the yield for the Treasury
constant maturity so reported with the term next shorter than the
Remaining Life, or
(C) if there is no such Treasury constant maturity on H.15
shorter than the Remaining Life, or there is no such Treasury constant
maturity on H.15 longer than the Remaining Life, the yield for the single
Treasury constant maturity on H.15 closest to the Remaining Life.
The Treasury Yield shall be rounded to three decimal places. The Treasury Yield shall
be calculated as of the third Business Day (as hereinafter defined)preceding the earlier of
(X) the date notice of redemption is mailed to holders of Bonds of the Seventieth Series
and (Y) the date irrevocable arrangements with the Trustee for the mailing of such notice
shall have been made, as the case may be (the "Calculation Date"). For purposes of this
paragraph, the applicable Treasury constant maturity shall be deemed to have a term
equal to the number of years, months and days, as applicable, from the redemption date
of the Bonds to be redeemed to the Par Call Date.
If, on the third business day preceding the Calculation Date, H.15 is no longer
published or, if published, no longer contains the yields for nominal Treasury constant
maturities, the Treasury yield shall be the rate per annum equal to the semi-annual
equivalent yield to maturity at 11:00 a.m., New York City time, on the second business
day preceding the Calculation Date of:
(A) the United States Treasury security maturing on, or with a
maturity that is closest to, the Par Call Date, as applicable, in either case
subject to clause (C)below; or
(B) if there is no United States Treasury security maturing on
the Par Call Date but there are two or more United States Treasury
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securities with a maturity date equally distant from the Par Call Date, one
with a maturity date preceding the Par Call Date and one with a maturity
date following the Par Call Date, the United States Treasury security with
a maturity date next preceding the Par Call Date, subject to clause (C)
below; or
(C) if there are two or more United States Treasury securities
maturing on the Par Call Date or two or more United States Treasury
securities otherwise meeting the criteria of clause (A) or clause (B) above,
the United States Treasury security that is trading closest to par based
upon the average of the bid and asked prices for such securities at such
time.
In determining the Treasury yield in accordance with this paragraph, the semi-annual
yield to maturity of the applicable United States Treasury security shall be based upon the
average of the bid and asked prices (expressed as a percentage of principal amount) at
11:00 a.m., New York City time, of such United States Treasury security, rounded to
three decimal places.
(iii) "H.15" means the daily statistical release entitled "Selected
Interest Rates (Daily) — H.15", or any successor publication, published by the Board of
Governors of the Federal Reserve System, or any successor entity; or, if such Board of
Governors no longer publishes the information contained in such statistical release, a
publication containing similar information published by the U.S. Department of the
Treasury, or any successor or other U.S. governmental body; and, in any case, references
to H.15 shall be deemed to contemplate, in particular, the information under the caption
"U.S. governmental securities — Treasury constant maturities — Nominal" (or any
successor caption or heading containing similar information).
(iv) The Company's actions and determinations in determining the
redemption price shall be conclusive and binding for all purposes, absent manifest error.
(g) If less than all of the outstanding Bonds of the Seventieth Series
are to be redeemed, the principal amount to be redeemed shall be prorated among all of
the holders of the Bonds in the proportion that their respective holdings bear to the
aggregate principal amount of the Bonds outstanding on the date of selection. The
portion of any Bond to be redeemed shall be in the principal amount of $1,000 or an
integral multiple thereof and such rounding allocations as may be requisite for this
purpose shall be made by the Trustee in its uncontrolled discretion. The Trustee shall
promptly notify the Company in writing of the distinctive numbers of the Bonds and the
portions thereof so selected for redemption.
(h) Except as provided in this subsection(II) of Section 1,
(i) the Bonds of the Seventieth Series shall not be redeemable
prior to the Stated Maturity Date; and
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(ii) no amount other than the principal of and interest on the
Bonds of the Seventieth Series shall be payable in respect of the Bonds at Maturity (as
hereinafter defined) or otherwise.
(i) in the event of any conflict between the provisions of Section
12.2(c) of the Bond Purchase Agreement and the provisions of the Mortgage, Section
12.2(c) of the Bond Purchase Agreement shall govern.
(III) At the option of the registered owner, any Bonds of the Seventieth Series,
upon surrender thereof for cancellation at the office or agency of the Company in the Borough of
Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount
of Bonds of the same series of other authorized denominations.
The Bonds of the Seventieth Series shall be transferable, upon the surrender
thereof for cancellation, together with a written instrument of transfer in form approved by the
registrar duly executed by the registered owner or by his duly authorized attorney, at the office or
agency of the Company in the Borough of Manhattan, The City of New York.
Upon any exchange or transfer of Bonds of the Seventieth Series, the Company
may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental
charge, as provided in Section 12 of the Original Mortgage, but the Company hereby waives any
right to make a charge in addition thereto or any exchange or transfer of Bonds of the Seventieth
Series; provided, however, that the Company shall not be required to make any transfer or
exchange of any Bonds of the Seventieth Series for a period of 10 days next preceding any
Interest Payment Date or any selection of such Bonds for redemption, nor shall it be required to
make any transfer or exchange of any Bonds of the Seventieth Series which shall have been
selected for redemption in whole or in part.
Unless and until the Company shall have delivered to the Trustee a written order
to the contrary, the Bonds of the Seventieth Series shall bear a legend as to restrictions on
transfer substantially as set forth below:
The Bonds evidenced hereby have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and may not be offered,
sold, pledged or otherwise transferred in contravention of the Securities
Act.
(IV) For all purposes of this Sixty-ninth Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise requires, the terms listed below,
when used with respect to the Bonds of the Seventieth Series, shall have the meanings specified
below:
"Bond Purchase Agreement" means the Bond Purchase Agreement, dated July 23,
2025,between the Company and the purchasers listed on Schedule A thereto.
"Business Day" means any day, other than a Saturday or Sunday, which is not a
day on which banking institutions or trust companies in The City of New York, New
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York are generally authorized or required by law, regulation or executive order to remain
closed.
"Institutional Investor" means (a) any original purchaser of a Bond of the
Seventieth Series, (b) any holder of a Bond of the Seventieth Series holding (together
with one or more of its affiliates) more than $1,000,000 in aggregate principal amount of
the Bonds of the Seventieth Series, and (c) any bank, trust company, savings and loan
association or other financial institution, any pension plan, any investment company, any
insurance company, any broker or dealer, or any other similar financial institution or
entity, regardless of legal form.
"Interest Payment Date" means January 1 and July 1 in each year, commencing
January 1, 2026.
"Maturity" means the date on which the principal of the Bonds of the Seventieth
Series becomes due and payable, whether at the Stated Maturity Date, upon redemption
or acceleration, or otherwise.
"Record Date", with respect to any Interest Payment Date, means the close of
business on the seventh Business Day preceding such Interest Payment Date.
"Stated Maturity Date" means July 1, 2055.
(V) Notwithstanding the provisions of Section 106 of the Original Mortgage,
as amended, the Company shall not cause any Bonds of the Seventieth Series, or any portion of
the principal amount thereof, to be deemed to have been paid as provided in such Section and its
obligations in respect thereof to be deemed to be satisfied and discharged prior to the Maturity
thereof unless the Company shall deliver to the Trustee either:
(a) an instrument wherein the Company, notwithstanding the effect of
Section 106 of the Original Mortgage, as amended, in respect of such Bonds, shall
assume the obligation (which shall be absolute and unconditional) to irrevocably deposit
with the Trustee such additional sums of money, if any, or additional government
obligations (meeting the requirements of Section 106), if any, or any combination
thereof, at such time or times, as shall be necessary, together with the money and/or
government obligations theretofore so deposited, to pay when due the principal of and
premium, if any, and interest due and to become due on such Bonds or portions thereof,
all in accordance with and subject to the provisions of Section 106; provided, however,
that such instrument may state that the obligation of the Company to make additional
deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a
notice asserting the deficiency accompanied by an opinion of an independent accountant
showing the calculation thereof (which opinion shall be obtained at the expense of the
Company); or
(b) an Opinion of Counsel to the effect that the holders of such Bonds,
or portions of the principal amount thereof, will not recognize income, gain or loss for
United States federal income tax purposes as a result of the satisfaction and discharge of
the Company's indebtedness in respect thereof and will be subject to United States federal
11
IM-#10765497.6

income tax on the same amounts, at the same times and in the same manner as if such
satisfaction and discharge had not been effected.
(VI) Anything in this Sixty-ninth Supplemental Indenture or the Bonds of the
Seventieth Series to the contrary notwithstanding, any payment of principal of or premium, if
any, or interest on any Bond of the Seventieth Series that is due on a date other than a Business
Day shall be made on the next succeeding Business Day without including the additional days
elapsed in the computation of the interest payable on such next succeeding Business Day;
provided, however, that if the Maturity date of any Bond is a date other than a Business Day, the
payment otherwise due at Maturity shall be made on the next succeeding Business Day and shall
include the additional days elapsed in the computation of interest payable on such next
succeeding Business Day.
(VII) The Bonds of the Seventieth Series shall have such further terms as are set
forth in Exhibit E hereto. If there shall be a conflict between the terms of the form of bond and
the provisions of the Mortgage, the provisions of the Mortgage shall control to the extent
permitted by law.
ARTICLE II
Outstanding Bonds
Upon the delivery of this Sixty-ninth Supplemental Indenture, Bonds of the
Seventieth Series in an aggregate principal amount of$120,000,000 are to be issued and will be
Outstanding, in addition to $3,043,700,000 aggregate principal amount of bonds of prior series
Outstanding at the date of delivery of this Sixty-ninth Supplemental Indenture; it being
understood that, subject to the provisions of the Mortgage, there shall be no limit on the principal
amount of bonds that may be authenticated and delivered under the Mortgage.
ARTICLE III
Amendments of Mortgage
SECTION 1. The Original Mortgage is hereby amended as follows:
(I) The text of the generic description of property in the primary granting
clause contained in the Original Mortgage is hereby amended to read as set forth in Exhibit E(1)
to the Fifty-eighth Supplemental Indenture, dated as of December 1, 2015, as such Exhibit E(1)
was amended in Section 2 of Article III of the Sixtieth Supplemental Indenture, dated as of
December 1, 2017. Such amendment is set forth, for convenience of reference, in Exhibit F(1) to
this Sixty-ninth Supplemental Indenture.
(11) The text of the proviso following the primary granting clause in the
Original Mortgage is hereby amended to read as set forth in Exhibit E(2) to such Fifty-eighth
Supplemental Indenture. Such amendment is set forth, for convenience of reference, in Exhibit
F(2) to this Sixty-ninth Supplemental Indenture.
12
IM-#10765497.6

(III) The text of the first paragraph of Section 4 of the Original Mortgage is
hereby amended to read as set forth in Exhibit E(3) to such Fifty-eighth Supplemental Indenture.
Such amendment is set forth, for convenience of reference, in Exhibit F(3) to this Sixty-ninth
Supplemental Indenture.
SECTION 2. Upon the effectiveness of the amendments made in Section 1 in
this Article III, each granting clause contained in an indenture supplemental to the Original
Mortgage that contains the words "all motor vehicles and automobiles" is deemed to have been
amended to remove such words therefrom, and each proviso listing categories of property that
are excepted from the lien of the Mortgage contained in any such supplemental indenture, shall
be deemed to have been amended to read as set forth in this Sixty-ninth Supplemental Indenture
and Exhibit F(2)hereto.
SECTION 3. As provided in the Fifty-eighth Supplemental Indenture, upon the
effectiveness of the amendments made in Sections 1 and 2 in this Article III, property of the
character of automobiles and other motor vehicles shall no longer be subject to the lien of the
Mortgage, and the Trustee shall execute and deliver to or upon the order of the Company such
instruments or other documents as, in the judgment of the Company, shall be necessary,
desirable or appropriate to evidence that such property is no longer subject to such lien.
SECTION 4. In connection with the amendments made in Sections 1 and 2 in
this Article III, the Company represents and warrants that, as of the date of the execution and
delivery of this Sixty-ninth Supplemental Indenture, none of its Funded Property consists of
property of the character of automobiles or other motor vehicles.
SECTION 5. The amendments made in Sections 1 and 2 in this Article III shall
become effective immediately upon the execution and delivery of this Sixty-ninth Supplemental
Indenture, whether or not the Bonds of the Seventieth Series are thereafter authenticated and
delivered. If the Bonds of the Seventieth Series shall be authenticated and delivered as
contemplated herein, each initial and subsequent holder of the Bonds, by virtue of its acquisition
of an interest therein, shall be deemed, without further act, to have acknowledged and consented
to such amendments.
ARTICLE IV
Prospective Amendments of Original Mortgage
SECTION 1. Each initial and subsequent holder of Bonds of the Seventieth
Series, by virtue of its acquisition of an interest therein, shall be deemed, without further act, to
have consented to the amendments of the Original Mortgage, as heretofore amended,
contemplated in E(1), E(2) and E(3) to the Sixty-sixth Supplemental Indenture, dated as of
March 1, 2022.
13
IM-#10765497.6

ARTICLE V
Miscellaneous Provisions
SECTION 1. The terms defined in the Original Mortgage shall, for all purposes
of this Sixty-ninth Supplemental Indenture, have the meanings specified in the Original
Mortgage.
SECTION 2. The Trustee hereby confirms its acceptance of the trusts in
the Original Mortgage declared, provided, created or supplemented and agrees to perform the
same upon the terms and conditions in the Original Mortgage set forth, including the following:
The Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Sixty-ninth Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made by the Company solely. Each and every
term and condition contained in Article XVI of the Original Mortgage shall apply to and form
part of this Sixty-ninth Supplemental Indenture with the same force and effect as if the same
were herein set forth in full, with such omissions, variations and insertions, if any, as may be
appropriate to make the same conform to the provisions of this Sixty-ninth Supplemental
Indenture.
SECTION 3. Whenever in this Sixty-ninth Supplemental Indenture either
of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XV
and XVI of the Original Mortgage be deemed to include the successors and assigns of such
party, and all the covenants and agreements in this Sixty-ninth Supplemental Indenture contained
by or on behalf of the Company, or by or on behalf of the Trustee, or either of them, shall,
subject as aforesaid, bind and inure to the respective benefits of the respective successors and
assigns of such parties, whether so expressed or not.
SECTION 4. Nothing in this Sixty-ninth Supplemental Indenture,
expressed or implied, is intended, or shall be construed, to confer upon, or to give to, any person,
firm or corporation, other than the parties hereto and the holders of the bonds Outstanding under
the Mortgage, any right, remedy or claim under or by reason of this Sixty-ninth Supplemental
Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this Sixty-ninth Supplemental
Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of
the parties hereto and the holders of the bonds Outstanding under the Mortgage.
SECTION 5. This Sixty-ninth Supplemental Indenture shall be executed
in several counterparts, each of which shall be an original and all of which shall constitute but
one and the same instrument.
SECTION 6. The titles of the several Articles of this Sixty-ninth
Supplemental Indenture shall not be deemed to be any part thereof.
14
IM-#10765497.6

IN WITNESS WHEREOF, on the 22°d day of July, 2025, AVISTA
CORPORATION has caused its corporate name to be hereunto affixed, and this instrument to be
signed by its President or one of its Vice Presidents for and on its behalf, in The City of Spokane,
Washington, as of the day and year first above written, and on the 151h day of July, 2025,
CITIBANK, N.A., has caused its corporate name to be hereunto affixed, and this instrument to
be signed and sealed by its President or one of its Vice Presidents or one of its Senior Trust
Officers or one of its Trust Officers for and on its behalf, in The City of New York, New York,
all as of the day and year first above written.
AVISTA CORPORATION
By:
Name: Kevin J. Christie
Title: Senior Vice President,
Chief Financial Officer, Treasurer and
Regulatory Affairs Officer
CITIBANK,N.A., as Trustee
By
Name: Eva Ling Waite
Title: Senior Trust Officer
15
IM-#10765497.6

STATE OF WASHINGTON)
) ss..
COUNTY OF SPOKANE )
On this 22nd day of July, 2025, before me personally appeared Kevin J. Christie,
personally known to me to be a Senior Vice President, the Chief Financial Officer, the Treasurer
and the Regulatory Affairs Officer of AVISTA CORPORATION, one of the corporations that
executed the within and foregoing supplemental indenture, and acknowledged said instrument to
be the free and voluntary act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that he was authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
Notary Public
LESLIE M. KOEP
Notary Public
State of Washington
Commission Expires June 18, 2027
16
IM-#10765497.6

STATE OF NEW YORK )
) ss..
COUNTY OF SUFFOLK )
On this 151h day of July, 2025 before me, the undersigned, a Notary Public in and
for the State of New York, personally appeared Eva Ling Waite, personally known to me to be a
Senior Trust Officer of CITIBANK, N.A., whose name is subscribed to the within and foregoing
supplemental indenture, and acknowledged that she executed such instrument in her capacity as
such Senior Trust Officer and that, by her signature on such instrument, Citibank, N.A., as
trustee, on whose behalf said Eva Ling Waite acted, executed such instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
Notary Public
PETER J. LOPEZ
Notary Public State of New York
No OILO6117957
Qualified in Suffolk County
Commission Expires November 1, 2028
17
IM-#10765497.6

EXHIBIT A
MORTGAGE, SUPPLEMENTAL INDENTURES
AND SERIES OF BONDS
MORTGAGE OR SERIES PRINCIPAL PRINCIPAL
SUPPLEMENTAL AMOUNT AMOUNT
INDENTURE DATED AS OF NO. DESIGNATION ISSUED OUTSTANDING
Original June 1, 1939 1 3-1/2%Series due 1964 $22,000,000 None
October 1, 1952 2 3-1/2%Series due 1982 30,000,000 None
1 (changed to 3-3/4%in
Twelfth Supplemental
Indenture)
2 May 1, 1953 3 3-7/8%Series due 1983 10,000,000 None
3 December 1, 1955 None
4 March 15, 1957 None
5 July 1, 1957 4 4-7/8%Series due 1987 30,000,000 None
6 January 1, 1958 5 4-1/8%Series due 1988 20,000,000 None
7 August 1, 1958 6 4-3/8%Series due 1988 15,000,000 None
8 January 1, 1959 7 4-3/4%Series due 1989 15,000,000 None
9 January 1, 1960 8 5-3/8%Series due 1990 10,000,000 None
10 April 1, 1964 9 4-5/8%Series due 1994 30,000,000 None
1 I March 1 ,1965 10 4-5/8%Series due 1995 10,000,000 None
12 May 1, 1966 None
13 August 1, 1966 11 6%Series due 1996 20,000,000 None
14 April 1, 1970 12 9-1/4%Series due 2000 20,000,000 None
15 May 1, 1973 13 7-7/8%Series due 2003 20,000,000 None
16 February 1, 1975 14 9-3/8%Series due 2005 25,000,000 None
17 November 1, 1976 15 8-3/4%Series due 2006 30,000,000 None
18 June 1, 1980 None
19 January 1, 1981 16 14-1/8%Series due 1991 40,000,000 None
Subtotals $347,000,000 None
A-1
IM-#10765497.6

MORTGAGE OR SERIES PRINCIPAL PRINCIPAL
SUPPLEMENTAL AMOUNT AMOUNT
INDENTURE DATED AS OF NO. DESIGNATION ISSUED OUTSTANDING
August 1, 1982 17 15-3/4%Series due 1990- $60,000,000 None
20 1992
21 September 1, 1983 18 13-1/2%Series due 2013 60,000,000 None
22 March 1, 1984 19 13-1/4%Series due 1994 60,000,000 None
23 December 1, 1986 20 9-1/4%Series due 2016 80,000,000 None
24 January 1, 1988 21 10-3/8%Series due 2018 50,000,000 None
October 1, 1989 22 7-1/8%Series due 2013 66,700,000 None
25
23 7-2/5%Series due 2016 17,000,000 None
April 1, 1993 24 Secured Medium-Term 250,000,000 None
26 Notes,Series A
($250,000,000 authorized)
January 1, 1994 25 Secured Medium-Term 161,000,000 None
27 Notes,Series B
($250,000,000 authorized)
28 September 1,2001 26 Collateral Series due 2002 220,000,000 None
29 December 1,2001 27 7.75%Series due 2007 150,000,000 None
30 May 1,2002 28 Collateral Series due 2003 225,000,000 None
31 May 1,2003 29 Collateral Series due 2004 245,000,000 None
32 September 1,2003 30 6.125%Series due 2013 45,000,000 None
33 May 1,2004 31 Collateral Series due 2005 350,000,000 None
34 November 1,2004 32 5.45%Series due 2019 90,000,000 None
35 December 1,2004 33 Collateral Series 2004A 88,850,000 25,000,000
December 1,2004 34 Collateral Series 2004B 66,700,000 None
36
35 Collateral Series 2004C 17,000,000 None
37 December 1,2004 36 Collateral Series 2004D 350,000,000 None
May 1,2005 37 Collateral Series 2005B 66,700,000 None
38
38 Collateral Series 2005C 17,000,000 None
39 November 1,2005 39 6.25%Series due 2035 100,000,000 100,000,000
50,000,000 50,000,000
Subtotals $2,885,950,000 $175,000,000
A-2
IM-#10765497.6

MORTGAGE OR SERIES PRINCIPAL PRINCIPAL
SUPPLEMENTAL AMOUNT AMOUNT
INDENTURE DATED AS OF NO. DESIGNATION ISSUED OUTSTANDING
40 April 1,2006 40 Collateral Series due 2011 $320,000,000 None
41 December 1,2006 41 5.70%Series due 2037 150,000,000 150,000,000
42 April 1,2008 42 5.95%Series due 2018 250,000,000 None
43 November 1,2008 43 Collateral Series 2008A 200,000,000 None
44 December 1,2008 44 7.25%Series due 2013 30,000,000 None
45 December 1,2008 45 Collateral Series 2008B 17,000,000 None
46 September 1,2009 46 5.125%Series due 2022 250,000,000 None
47 November 1,2009 47 Collateral Series 2009A 75,000,000 None
December 1,2010 48 Collateral Series 2010A 66,700,000 66,700,000
48
49 Collateral Series 2010B 17,000,000 17,000,000
December 1,2010 50 3.89%Series due 2020 52,000,000 None
49
51 5.55%Series due 2040 35,000,000 35,000,000
50 December 1,2010 52 1.68%Series due 2013 50,000,000 None
51 February 1,2011 53 Collateral Series 2011A 400,000,000 None
52 August 1,2011 None
53 December 1,2011 54 4.45%Series due 2041 85,000,000 85,000,000
54 November 1,2012 55 4.23%Series due 2047 80,000,000 80,000,000
55 August 1,2013 56 Collateral Series 2013A 90,000,000 None
56 April 1,2014 57 Collateral Series 2014A 400,000,000 None
57 December 1,2014 58 4.11%Series due 2044 60,000,000 60,000,000
58 December 1,2015 59 4.37%Series due 2045 100,000,000 100,000,000
59 December 1,2016 60 3.54%Series due 2051 175,000,000 175,000,000
60 December 1,2017 61 3.91%Series due 2047 90,000,000 90,000,000
61 May 1,2018 62 4.35%Series due 2048 375,000,000 375,000,000
62 November 1,2019 63 3.43%Series due 2049 180,000,000 180,000,000
63 June 1,2020 64 Collateral Series 2020A 400,000,000 None
Subtotals $3,947,700,000 $1,413,700,000
A-3
IM-#10765497.6

MORTGAGE OR SERIES PRINCIPAL PRINCIPAL
SUPPLEMENTAL AMOUNT AMOUNT
INDENTURE DATED AS OF NO. DESIGNATION ISSUED OUTSTANDING
64 September 1,2020 65 3.07%Series due 2050 165,000,000 165,000,000
65 September 1,2021 66 2.90%Series due 2051 140,000,000 140,000,000
66 March 1,2022 67 4.00%Series due 2052 400,000,000 400,000,000
67 March 1,2023 68 5.66%Series due 2053 250,000,000 250,000,000
68 June 1,2023 69 Collateral Series 2023A 500,000,000 500,000,000
Subtotals$1,455,000,000 $1,455,000,000
Totals$8,635,650,000 $3,043,700,000
A-4
IM-#10765497.6

EXHIBIT B
FILING AND RECORDING OF
SIXTY-SEVENTH SUPPLEMENTAL INDENTURE
FILING IN STATE OFFICES
Financing Statement
State Office of Date Document Number
Washington Secretary of State 5/19/23 2023-139-9367-7
Idaho Secretary of State 6/5/23 20230882292
Montana Secretary of State 4/27/23 20230279542
Oregon Secretary of State 6/22/2023 93589507
RECORDING IN COUNTY OFFICES
Real Estate Mortgage Records Financing
Statement
Document Document
Countv Office of Date Number Book Pa a Number
Washin ton
Adams Auditor 5/11/23 334020 N/A N/A N/A
Asotin Auditor 5/11/23 380647 N/A N/A N/A
Benton Auditor 5/11/23 2023-008997 N/A N/A N/A
Douglas Auditor 5/11/23 3262077 N/A N/A N/A
Ferry Auditor 5/11/23 0299251 N/A N/A N/A
Franklin Auditor 5/15/23 1974261 N/A N/A N/A
Garfield Auditor 5/26/23 20230246 N/A N/A N/A
Grant Auditor 5/11/23 1486229 N/A N/A N/A
Klickitat Auditor 5/11/23 1159232 N/A N/A N/A
Lewis Auditor 5/12/23 3593218 N/A N/A N/A
Lincoln Auditor 5/11/23 2023-0495132 N/A N/A N/A
Pend Oreille Auditor 5/11/23 20230352456 N/A N/A N/A
Skamania Auditor 5/11/23 2023-000649 N/A N/A
Spokane Auditor 6/14/23 7290256 N/A N/A N/A
Stevens Auditor 5/15/23 2023-0002741 N/A N/A N/A
Thurston Auditor 5/31/23 4978243 N/A N/A N/A
Whitman Auditor 6/5/23 779662 N/A N/A N/A
Idaho
Benewah Recorder 5/11/23 298607 N/A N/A N/A
Bonner Recorder 5/12/23 1019976 N/A N/A N/A
Boundary Recorder 5/11/23 294325 N/A N/A N/A
Clearwater Recorder 5/12/23 245784 N/A N/A N/A
Idaho Recorder 5/11/23 540178 N/A N/A N/A
Kootenai Recorder 5/11/23 2936399000 N/A N/A N/A
Latah Recorder 5/11/23 628953 N/A N/A N/A
B-1
IM-#10765497.6

RECORDING IN COUNTY OFFICES
Real Estate Mortgage Records Financing
Statement
Document Document
County Office of Date Number Book Pa a Number
Idaho Cont.
Lewis Recorder 5/11/23 151575 N/A N/A N/A
Nez Perce Recorder 5/11/23 907422 N/A N/A N/A
Shoshone Recorder 5/11/23 518004 N/A N/A N/A
Montana
Big Horn Clerk& Recorder 5/12/23 367564 183 155-187 N/A
Broadwater Clerk& Recorder 5/15/23 96096 251 148 N/A
Golden Valley Clerk & Recorder 5/12/23 85208 M 22452 N/A
Meagher Clerk & Recorder 5/15/23 149257 N/A N/A N/A
Mineral Clerk & Recorder 5/11/23 127347
Rosebud Clerk& Recorder 5/15/23 0127604 169 292-324 N/A
Sanders Clerk& Recorder 5/12/23 329219 N/A
Stillwater Clerk & Recorder 5/12/23 389584 N/A N/A N/A
Treasure Clerk & Recorder 5/15/23 2023-0057 25 287 N/A
34106-
Wheatland Clerk & Recorder 5/12/23 112928 M 34138 N/A
Yellowstone Clerk & Recorder 5/15/23 4047024 N/A N/A N/A
Ore on
Douglas Recorder 5/11/23 2023-005078 N/A N/A N/A
Jackson Recorder 5/16/23 2023-009326 N/A N/A N/A
Josephine Recorder 5/11/23 2023-004305 N/A N/A N/A
Klamath Recorder 5/11/23 2023-003593 N/A N/A N/A
Morrow Recorder 5/11/23 2023-52949 N/A N/A N/A
Union Recorder 5/11/23 20230919 N/A N/A N/A
Wallowa Recorder 5/11/23 00087789 N/A N/A N/A
B-2
IM-#10765497.6

EXHIBIT C
FILING AND RECORDING OF
SIXTY-EIGHTH SUPPLEMENTAL INDENTURE
FILING IN STATE OFFICES
Financing Statement
State Office of Date Document Number
Washington Secretary of State 10/10/23 2023-283-6789-2
Idaho Secretary of State 10/23/23 20231829397
Montana Secretary of State 9/12/23 20230551965
Oregon Secretary of State 9/26/2023 93676525
RECORDING IN COUNTY OFFICES
Real Estate Mortgage Records Financing
Statement
Document Document
County Office of Date Number Book Pa a Number
Washin ton
Adams Auditor 8/30/23 334781 N/A N/A N/A
Asotin Auditor 8/31/23 381612 N/A N/A N/A
Benton Auditor 8/31/23 2023-018366 N/A N/A N/A
Douglas Auditor 8/31/23 3264079 N/A N/A N/A
Ferry Auditor 8/31/23 0299683 N/A N/A N/A
Franklin Auditor 8/31/23 1977983 N/A N/A N/A
Garfield Auditor 9/5/23 20230373 N/A N/A N/A
Grant Auditor 8/31/23 1490218 N/A N/A N/A
Klickitat Auditor 8/31/23 1160760 N/A N/A N/A
Lewis Auditor 9/1/23 3597791 N/A N/A N/A
Lincoln Auditor 8/30/23 2023-0495971 N/A N/A N/A
Pend Oreille Auditor 8/31/23 20230353586 N/A N/A N/A
Skamania Auditor 9/5/23 2023-001257 N/A N/A
Spokane Auditor 8/31/23 7305670 N/A N/A N/A
Stevens Auditor 8/31/23 2023-0005407 N/A N/A N/A
Thurston Auditor 9/6/23 4989877 N/A N/A N/A
Whitman Auditor 9/5/23 780982 N/A N/A N/A
Idaho
Benewah Recorder 8/30/23 299697 N/A N/A N/A
Bonner Recorder 9/1/23 1024780 N/A N/A N/A
Boundary Recorder 8/31/23 295215 N/A N/A N/A
Clearwater Recorder 8/31/23 246524 N/A N/A N/A
Idaho Recorder 8/31/23 541469 N/A N/A N/A
Kootenai Recorder 8/31/23 2947065000 N/A N/A N/A
Latah Recorder 9/5/23 630913 N/A N/A N/A
C-1
IM-#10765497.6

RECORDING IN COUNTY OFFICES
Real Estate Mortgage Records Financing
Statement
Document Document
County Office of Date Number Book Page Number
Idaho Cont.
Lewis Recorder 8/31/23 151851 N/A N/A N/A
Nez Perce Recorder 9/1/23 909699 N/A N/A N/A
Shoshone Recorder 8/30/23 519169 N/A N/A N/A
Montana
Big Horn Clerk& Recorder 9/1/23 368515 186 52-80 N/A
Broadwater Clerk& Recorder 9/6/23 197250 254 846 N/A
Golden
Valley Clerk & Recorder 9/1/23 85388 M 22715 N/A
Meagher Clerk & Recorder 9/5/23 150066 N/A N/A N/A
Mineral Clerk & Recorder 9/5/23 128089
Rosebud Clerk& Recorder 9/11/23 0128165 170 123-151 N/A
Sanders Clerk& Recorder 8/31/23 330268 N/A
Stillwater Clerk & Recorder 9/1/23 390665 N/A N/A N/A
Treasure Clerk & Recorder 9/1/23 2023-0098 25 446 N/A
Wheatland Clerk & Recorder 9/6/23 113081 M 34417-34445 N/A
Yellowstone Clerk & Recorder 9/1/23 4056955 N/A N/A N/A
Ore on
Douglas Recorder 9/1/23 2023-009692 N/A N/A N/A
Jackson Recorder 9/8/23 2023-019095 N/A N/A N/A
Josephine Recorder 8/31/23 2023-008099 N/A N/A N/A
Klamath Recorder 8/31/23 2023-007598 N/A N/A N/A
Morrow Recorder 9/5/23 2023-53561 N/A N/A N/A
Union Recorder 8/31/23 20231898 N/A N/A N/A
Wallowa Recorder 9/1/23 0008823 N/A N/A N/A
C-2
IM-#10765497.6

EXHIBIT D
PROPERTY ADDITIONS
FIRST
THE ADDITIONAL ELECTRIC SUBSTATIONS AND SUBSTATION SITES of
the Company, in the State of Washington, including all buildings, structures, towers, poles,
equipment, appliances and devices for transforming, converting and distributing electric energy,
and the lands of the Company on which the same are situated and all of the Company's real
estate and interests therein, machinery, equipment, appliances, devices, appurtenances and
supplies, franchises, permits and other rights and other property forming a part of said
substations or any of them, or used or enjoyed or capable of being used or enjoyed in connection
with any thereof, including, but not limited to, the following situated in the State of Idaho and the
State of Washington, to wit:
State Idaho
Kootenai County, Idaho, "Treaty Rock Substation", for Value Received, 2COR96 Farms LLC,
an Idaho Limited Liability Company, hereby grants, bargains, sells and conveys all the rights,
title, interest, and claim in or to the following described premises, situated in Kootenai County,
Idaho to-wit:
Parcel 1:
The North Half of the Southwest Quarter of the Northeast Quarter of Section 18, Township 51
North, Range 4 West, Boise Meridian, Kootenai County, Idaho.
Parcel 2:
The South Half of the Southwest Quarter of the Northeast Quarter of Section 18, Township 51
North, Range 4 West, Boise Meridian, Kootenai County, Idaho.
Kootenai County, Idaho, "O'Gara Future Substation", granted by Jesse Herboldt and Stephanie
Herboldt, husband and wife who acquired title as Jesse Herboldt, hereby grants, bargains, sells
and conveys, the described premises, situated in Kootenai County, Idaho to-wit:
A portion of land located in the Southwest Quarter of Section 24, Township 47 North, Range 3
West of the Boise Meridian, Kootenai County, Idaho, being described as:
Commencing at the southeast corner of said Southwest Quarter;
Thence North 0° 02' 48" West along the easterly line of said Southwest Quarter 25.00 feet to a
point on a line that is parallel with and 25 feet perpendicular to the south line of said Southwest
Quarter, said point being the True Point of Beginning;
Thence North 89' 48' 25"West along said parallel line 88.64 feet to a rebar monument set at the
intersection with the Highway 3 westerly right-of-way line;
D-1

Thence continuing North 89' 48' 25" West along said parallel line 590.26 feet to a rebar
monument set on a line that is parallel with and 25 feet perpendicular to the Highway 97
northerly right-of-way line;
Thence North 60' 41' 3 1" West 142.96 feet to a rebar monument set on the westerly line of the
East 803.5 feet of said Southwest Quarter;
Thence North 0° 02' 48"West along said westerly line 137.76 feet to a rebar monument;
Thence North 81° 47' 26"East 133.70 feet to a rebar monument;
Thence North 63' 51' 36" East 250.77 feet to a rebar monument;
Thence North 28' 24' 57"East 191.72 feet to a rebar monument;
Thence North 79' 41' 05" East 327.14 feet to a rebar monument at the intersection with said
Highway 3 westerly right-of-way line;
Thence North 89' 57' 12"East 32.68 feet to said easterly line of said Southwest Quarter;
Thence South 0° 02' 48" East along said easterly line 566.83 feet to the said True Point of
Beginning.
Latah County, Idaho, "South Moscow Substation", granted by Millennium Trust Company, LLC
Custodian FBO Philip Rheingans IRA, a Corporation duly organized and existing under and by
virtue of the laws of the State of Illinois, with its principal office at 2001 Spring Road, Suite 700,
Oak Brook, IL, 60523, and Philip T Rheingans and Heather E Rheingans, husband and wife,
hereby grants the following described premises, to-wit:
Parcel#1
A parcel of land located in the southeast quarter of Section 19 and the southwest quarter of
Section 20, Township 39 North, Range 5 West of the Boise Meridian, Latah County, Idaho,
described as follows:
BEGINNING at the southeast corner of Section 19;
Thence along the south line of said Section, N 89°49'03" W, 1289.22 feet to a point on the east
of Right of Way line Highway 95;
Thence leaving said south line and along the east Right of Way of said Highway the next five
courses:
N 10003'01"E, 351.24 feet;
Thence S 79°55'53"E, 25.00 feet;
Thence N 10003'01"E, 350.00 feet;
Thence N 79°55'53"W, 25.00 feet;
Thence N 10003'01"E, 414.24 feet to the southwest corner of Felsted-Kaufman Subdivision;
D-2

Thence leaving said Right of Way line and along the south line of said Subdivision,
S 89049'03" E, 872.44 feet to the southeast corner of said Subdivision;
Thence along the east line of said Subdivision,N 18°07'08"W, 311.32 feet;
Thence S 89°49'03" E, 562.23 feet to a point on the southwesterly Right of Way of Highway 95
Project No. DHP-NH 4110 (156);
Thence along said Right of Way line, S 25°19'08" E, 416.50 feet to the west line of the parcel
described in Deed by Personal Representative, Inst. No. 604145, Latah County records;
Thence leaving said Right of Way line and along said west line being parallel to said Section
line, S01°
19'16"W, 1026.81 feet to a point on the south line of Section 20;
Thence along the south line of Section 20, N 88°40'10" W, 397.85 feet to POINT OF
BEGINNING.
Parcel#2
Situate in Latah County, State of Idaho, to wit:
A parcel of land located in a portion of the Southwest Quarter of the Southwest Quarter
(SW1/4SW1/4), Section 20, Township 39 North, Range 5 Boise Meridian, Latah County, Idaho,
being a part of and all stationing being relative to the ITD project US-95 Thorn Creek Road to
Moscow, Project No. DPH-NH-1440 (156), said parcel being particularly described as follows:
Commencing at the Southwest Corner of Section 20, said corner being N. 88' 35' 06" W.
2657.39 feet from the Southeast Corner of the Southwest Quarter (SW1/4) of Section 20, thence
along the Southerly line of said SW1/4, S. 88' 35' 06"E. 892.35 feet, to a point, said point being
180.12 feet Left of Station 303+59.17, and said point being the POINT OF BEGINNING;
Thence along said southerly line, N. 88' 35' 06" W. 494.50 feet, to a point, said point being
621.08 feet Left of Station 305+82.96;
Thence departing said southerly line, N. 01° 19' 12" E. 1027.52 feet, to a point, said point being
157.58 feet Left of Station 315+00.00;
Thence S. 19' 13' 20" E. 754.52 feet, to a point, said point being 240.00 feet Left of Station
307+50.00;
Thence S. 57' 50' 28" E, 177.55 feet, to a point, said point being 145.00 feet Left of Station
306+00.00;
Thence S. 17' 11' 50" E. 243.38 feet, to the POINT OF BEGINNING.
D-3

Shoshone County, Idaho, "Big Creek Substation Land", granted by Virgil Heath Murray, an
unmarried man, the following described premises, situated in Shoshone County, Idaho, to-wit:
A parcel of land in the Southwest Quarter of the Northwest Quarter of Section 11, Township 48
North, Range 3 East, B.M., in Shoshone County, Idaho, depicted on Amended Record of Survey
recorded November 7, 2023, as Instrument No. 519913 and more particularly described as
follows:
Commencing at the West Quarter Corner of said Section 11, CP&F 414487, records of Shoshone
County, the Northwest Corner of said Section 11, CP&F 37081, records of Shoshone County,
bearing North 00°22 18"East (opus), 2707.19 feet; thence
North 54' 09'11" East, 798.3 to a point on the westerly right-of-way of the abandoned railroad
and Southeast Corner of the easement document between American Smelting and Refining
Company and Washington Water Power Company, dated 3/24/55, also being the true point of
beginning for this description; thence
Along the said westerly right-of-way of the abandoned railroad, 248.84 feet along a circular
curve concave to the Northeast, said curve having a radius of 2914.93 feet, a Central Angle of
4°53'28", a chord bearing of South 35°27'20"East and a chord distance of 248.76 feet; thence
Leaving the said railroad right-of-way, South 47°22'42"West, 171.74 feet; thence
North 37'01'42" West, 248.00 feet to the Southwest Corner of the said easement document;
thence
Along the said easement document,North 37'01'42"West. 178.90 feet; thence
North 6°00'48"West, 189.98 feet; thence
North 47'24'18"East, 7.02 feet to the Northerly boundary line of the Murray Alta Survey;
thence
Along the said Murray Alta Survey, South 72°05'43" East (Shown of record as South 72'19'31"
East), 161.63 feet to a point on the said Westerly right-of-way line of the abandoned railroad;
thence
Along the said Westerly right-of-way of the abandoned railroad, 193.75 feet along a circular
curve concave to the Northeast, said curve having a radius of 2914.93 feet, a central angle of
3°48'30", a chord bearing of South 31°06'21" East and a chord distance of 193.72 feet to the
true point of beginning.
D-4

State of Washington
Spokane County, Washington, "Midway Substation", granted by Charlene C. Parker, an
unmarried woman, conveys and warrants the following described real estate, situated in the
County of Spokane, State of Washington:
The North half of the Northeast Quarter of Section 20, Township 27 North, Range 43 East,
W.M.;
EXCEPT the North 50 rods thereof;
AND EXCEPT County Roads;
Situate in the County of Spokane, State of Washington.
Tax Parcel Number(s): 37201.9002
Spokane County, Washington, "Havana Dalke Substation", granted by The Tombari Family
Limited Partnership of Washington, a Washington Limited Partnership, paid, conveys, and
warrants the following described real estate, situated in the County of Spokane, State of
Washington:
All that real property situate in the Northwest quarter of the Northwest quarter of Section 35,
Township 26 North, Range 43 East, W.M., described as follows:
Commencing at the Northwest corner of said Section 35; thence along the West line of said
section, South 03°02'44" East 713.00 feet to the point of beginning; thence leaving said West
line, North 88°55'45" East 30.02 feet to a line parallel with and 30.00 feet Easterly of the West
line of said Section 35; thence along said parallel line, North 03°02'14" West 142.09 feet to a
line parallel with and 100.00 feet Northerly of the South line of the North half of Northwest
quarter of the Northwest quarter of said Section 35; thence along said parallel line, North
88°55'45" East 1337.70 feet to the East line of the Northwest quarter of the Northwest quarter of
said Section 35; thence along said East line, South 02°32'59" East 100.03 feet to the Southeast
corner of the North half of the Northwest quarter of the Northwest quarter of said Section 35;
thence along the South line of said North half of the Northwest quarter of the Northwest quarter,
South 88°55'45" West 683.43 feet to a point on the East line of the West half of Northwest
quarter of the Northwest quarter of said Section 35; thence along said East line, South 02°47'44"
East 200.37 feet to a line parallel with and 132.00 feet Northerly of the South line of the North
half of the Southwest quarter of the Northwest quarter of the Northwest quarter of said Section
35; thence along said parallel line, South 88°40'32" West 682.49 feet to the West line of said
Section 35; thence along the West line of said Section 35, North 03°02'14" West 161.39 feet to
the point of beginning;
Situate in the County of Spokane, State of Washington.
Tax Parcel Number(s): 36352.9044
D-5

SECOND
BUSINESS OFFICE(S) AND/OR MISCELLANEOUS REAL ESTATE, in the State
of Washington, to wit:
Spokane County, Washington, "Beacon-Mielke Property I", granted by Mielke Properties, LLCI
a Washington limited liability company, does hereby grant, bargain, sell and convey unto the
following described premises, in Spokane County, Washington, to wit:
Real property in the County of Spokane, State of Washington, described as follows:
LOTS 5 TO 20 BOTH INCLUSIVE, BLOCK 15, RIVERTON, ACCORDING TO PLAT
RECORDED IN VOLUME "B" OF PLATS, PAGE 50, IN SPOKANE COUNTY,
WASHINGTON;
ALSO THAT PART OF THE EAST 30 FEET OF DEARBORN STREET (NOW VACATED)
ADJOINING LOTS 12 AND 13 ON THE WEST;
ALSO THAT PART OF THE SOUTH 30 FEET OF FIRST AVENUE (NOW VACATED)
ADJOINING LOTS 5 TO 12 INCLUSIVE ON THE NORTH.
D-6

EXHIBIT E
(Form of Bond)
PPN:
AVISTA CORPORATION
First Mortgage Bond, 6.18% Series due 2055
REGISTERED REGISTERED
NO. $
AVISTA CORPORATION, a corporation of the State of Washington
(hereinafter called the "Company"), for value received, hereby promises to pay to
or registered assigns, on July 1, 2055 (the "Stated Maturity Date")
DOLLARS
and to pay the registered owner hereof interest thereon semi-annually in arrears on January 1 and
July 1 in each year (each such date, an "Interest Payment Date"), commencing January 1, 2026,
and at Maturity (as hereinafter defined), at the rate of six and eighteen one-hundredths per
centum (6.18%) per annum computed on the basis of a 360-day year consisting of twelve 30-day
months, until the Company's obligation with respect to the payment of such principal shall have
been discharged. This bond shall bear interest from July 23, 2025 or from the most recent
Interest Payment Date on or prior to the date of this bond to which interest on the bonds of this
series has been paid.
Dated: AVISTA CORPORATION
By:
Name:
Title:
ATTEST:
Name:
Title:
TRUSTEE'S CERTIFICATE
This bond is one of the bonds of the series herein designated, described or
provided for in the within-mentioned Mortgage.
CITIBANK,N.A.
Trustee
By
Authorized Signatory
E-1
IM-#10765497.6

The principal of and premium, if any, and interest on this bond payable at
Maturity shall be payable to the registered owner hereof upon presentation hereof at the office or
agency of the Company in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal tender for public and
private debts. The interest on this bond (other than interest payable at Maturity) shall be paid by
check, in the similar coin or currency, mailed to the registered owner hereof as of the close of
business on the seventh Business Day (as defined in the Sixty-ninth Supplemental Indenture
referred to below) preceding each Interest Payment Date (each such date being herein called a
"Record Date"); provided, however, that if such registered owner shall be a securities depositary,
such payment shall be made by such other means in lieu of check as shall be agreed upon by the
Company, the Trustee and such registered owner; and provided further that, so long as this Bond
shall be held by (a) the original purchaser hereof under the Bond Purchase Agreement (as
defined in such Sixty-ninth Supplemental Indenture) or (b) any other Institutional Investor (as
defined in such Supplemental Indenture) that (i) is the direct or indirect transferee of this bond
from such original purchaser and (ii) has made the same agreement relating to this bond as such
original purchaser made in Section 8.2 of the Bond Purchase Agreement, payment of principal of
and premium, if any, and interest on this Bond shall be payable in the manner specified in the
Bond Purchase Agreement. Interest payable at Maturity shall be paid to the person to whom
principal shall be paid. As used herein, the term "Maturity" shall mean the date on which the
principal of this bond becomes due and payable, whether at stated maturity, upon redemption or
acceleration, or otherwise.
This bond is one of an issue of bonds of the Company issuable in series and is one
of a series known as its First Mortgage Bonds, 6.18% Series due 2055, all bonds of all such
series being issued and issuable under and equally secured (except insofar as any sinking or other
fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may
afford additional security for the bonds of any particular series) by a Mortgage and Deed of
Trust, dated as of June 1, 1939 (the "Original Mortgage"), executed by the Company (formerly
known as The Washington Water Power Company) to City Bank Farmers Trust Company and
Ralph E. Morton, as Trustees (Citibank, N.A., successor Trustee to both said Trustees). The
Original Mortgage has been amended and supplemented by various supplemental indentures,
including the Sixty-ninth Supplemental Indenture, dated as of July 1, 2025 (the "Sixty-ninth
Supplemental Indenture"), and, as so amended and supplemented, is herein called the
"Mortgage". Reference is made to the Mortgage for a description of the property mortgaged and
pledged, the nature and extent of the security, the rights of the holders of the bonds and of the
Trustee in respect thereof, the duties and immunities of the Trustee, the terms and conditions
upon which the bonds are and are to be secured and the circumstances under which additional
bonds may be issued. If there shall be a conflict between the terms of this bond and the
provisions of the Mortgage, the provisions of the Mortgage shall control to the extent permitted
by law. The holder of this bond, by its acceptance hereof, shall be deemed to have consented
and agreed to all of the terms and provisions of the Mortgage and, further, in the event that such
holder shall not be the sole beneficial owner of this bond, shall be deemed to have agreed to use
all commercially reasonable efforts to cause all direct and indirect beneficial owners of this bond
to have knowledge of the terms and provisions of the Mortgage and of this bond and to comply
therewith, including particularly, but without limitation, any provisions or restrictions in the
Mortgage regarding the transfer or exchange of such beneficial interests and any legend set forth
on this bond.
E-2
IM-#10765497.6

The Mortgage may be modified or altered by affirmative vote of the holders of at
least 60% in principal amount of the bonds outstanding under the Mortgage, considered as one
class, or, if the rights of one or more, but less than all, series of bonds then outstanding are to be
affected, then such modification or alteration may be effected with the affirmative vote only of
60% in principal amount of the bonds outstanding of the series so to be affected, considered as
one class, and, furthermore, for limited purposes, the Mortgage may be modified or altered
without any consent or other action of holders of any series of bonds. No modification or
alteration shall, however, permit an extension of the Maturity of the principal of, or interest on,
this bond or a reduction in such principal or the rate of interest hereon or any other modification
in the terms of payment of such principal or interest or the creation of any lien equal or prior to
the lien of the Mortgage or deprive the holder of a lien on the mortgaged and pledged property
without the consent of the holder hereof. Each initial and subsequent holder of bonds of this
series, by virtue of its acquisition of an interest therein, shall be deemed, without further act, to
have consented to the prospective amendments to the Original Mortgage set forth or referred to
in the Sixty-ninth Supplemental Indenture.
The principal hereof, together with all accrued and unpaid interest hereon (but
without premium), may be declared or may become due prior to the Stated Maturity Date on the
conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a
Completed Default as in the Mortgage provided.
As provided in the Mortgage and subject to certain limitations therein set forth,
this bond or any portion of the principal amount hereof will be deemed to have been paid if there
has been irrevocably deposited with the Trustee moneys or direct obligations of or obligations
guaranteed by the United States of America, the principal of and interest on which when due, and
without regard to any reinvestment thereof, will provide moneys which, together with moneys so
deposited, will be sufficient to pay when due the principal of and premium, if any, and interest
on this bond when due.
The Mortgage contains terms, provisions and conditions relating to the
consolidation or merger of the Company with or into, and the conveyance or other transfer, or
lease, of assets to, another corporation and to the assumption by such other corporation, in certain
circumstances, of all of the obligations of the Company under the Mortgage and on the bonds
secured thereby.
In the manner prescribed in the Mortgage, this bond is transferable by the
registered owner hereof in person, or by his duly authorized attorney, at the office or agency of
the Company in the Borough of Manhattan, The City of New York, upon surrender and
cancellation of this bond, together with a written instrument of transfer whenever required by the
Company duly executed by the registered owner or by its duly authorized attorney, and,
thereupon, a new fully registered bond of the same series for a like principal amount will be
issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the
Trustee may deem and treat the person in whose name this bond is registered as the absolute
owner hereof for the purpose of receiving payment and for all other purposes.
In the manner prescribed in the Mortgage, any bonds of this series, upon
surrender thereof for cancellation at the office or agency of the Company in the Borough of
E-3
IM-#10765497.6

Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of
bonds of the same series of other authorized denominations.
Prior to the Par Call Date (as hereinafter defined), the bonds of this series shall be
redeemable in whole at any time or in part from time to time, at the option of the Company, upon
notice mailed as provided in Section 52 of the Mortgage, at a redemption price equal to the
greater of
(a) 100% of the principal amount of the bonds being redeemed and
(b) (i) the sum of the present values of the remaining scheduled payments
of principal of and interest on the bonds being redeemed (assuming, for this purpose, that
the bonds of this series were stated to mature on the Par Call Date), discounted to the date
of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-
day months) at a discount rate equal to the Treasury Yield(as hereinafter defined)plus 50
basis points, less (ii) interest accrued to the redemption date,
plus, in the case of either (a) or (b) above, whichever is applicable, accrued and unpaid interest
on such bonds to the date of redemption.
On or after the Par Call Date, the bonds of this series shall be redeemable in
whole at any time, or in part from time to time, at the option of the Company, upon notice mailed
as aforesaid, at a redemption price equal to 100% of the principal amount of the bonds being
redeemed plus accrued and unpaid interest on such bonds to the date of redemption.
"Par Call Date" means January 1, 2055.
"Treasury Yield" has the meaning set forth in the Sixty-ninth Supplemental
Indenture.
Except as provided above, (a) the bonds of this series are not redeemable prior to
the Stated Maturity Date and (b) no amount other than the principal of and interest on the bonds
of this series shall be payable in respect of such bonds at Maturity or otherwise.
No recourse shall be had for the payment of the principal of or premium, if any, or
interest on this bond against any incorporator or any past, present or future subscriber to the
capital stock, stockholder, officer or director of the Company or of any predecessor or successor
corporation, as such, either directly or through the Company or any predecessor or successor
corporation, under any rule of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers
and directors being released by the holder or owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage.
This bond shall not become obligatory until Citibank, N.A., the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
E-4
IM-#10765497.6

ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
[please insert social security or other identifying number of assignee]
[please print or typewrite name and address of assignee]
the within bond of AVISTA CORPORATION and does hereby irrevocably constitute and
appoint , Attorney, to transfer said bond
on the books of the within-mentioned Company, with full power of substitution in the premises.
Dated:
[signature of assignor]
Notice: The signature to this assignment must correspond with the name as written upon the face
of the bond in every particular without alteration or enlargement or any change whatsoever.
E-5
IM-#10765497.6

EXHIBIT F(1)
AMENDMENT TO ORIGINAL MORTGAGE
The text of the generic description of property in the primary granting clause
contained in the Original Mortgage, as hereby amended, is set forth below:
All of the property, real, personal and mixed, of every character and
wheresoever situated (except any hereinafter expressly excepted) which the
Company now owns or, subject to the provisions of Section 87 hereof, may
hereafter acquire prior to the satisfaction and discharge of this Indenture, as fully
and completely as if herein specifically described, and including (without in
anywise limiting or impairing by the enumeration of the same the scope and intent
of the foregoing or of any general description contained in this Indenture) all
lands, real estate, easements, servitudes, rights of way and leasehold and other
interests in real estate; all rights to the use or appropriation of water, flowage
rights, water storage rights, flooding rights, and other rights in respect of or
relating to water; all plants for the generation of electricity, power houses, dams,
dam sites, reservoirs, flumes, raceways, diversion works, head works, waterways,
water works, water systems, gas plants, steam heat plants, hot water plants, ice or
refrigeration plants, stations, substations, offices, buildings and other works and
structures and the equipment thereof and all improvements, extensions and
additions thereto; all generators, machinery, engines, turbines, boilers, dynamos,
transformers, motors, electric machines, switchboards, regulators, meters,
electrical and mechanical appliances, conduits, cables, pipes and mains; all lines
and systems for the transmission and distribution of electric current, gas, steam
heat or water for any purpose; all towers, mains, pipes, poles, pole lines, conduits,
cables, wires, switch racks, insulators, compressors, pumps, fittings, valves and
connections; all tools, implements, apparatus, furniture, stores, supplies and
equipment; all franchises (except the Company's franchise to be a corporation),
licenses, permits, rights, powers and privileges; and (except as hereinafter
expressly excepted) all the right, title and interest of the Company in and to all
other property of any kind or nature.
F(1)-1
IM-#10765497.6

EXHIBIT F(2)
AMENDMENT TO ORIGINAL MORTGAGE
The text of the proviso following the primary granting clause in the Original
Mortgage, as hereby amended, is set forth below:
Provided that the following are not and are not intended to be now or hereafter
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over
or confirmed hereunder and hereby expressly excepted from the lien and operation of this
Indenture viz.: (1) cash, shares of stock and obligations (including bonds, notes and other
securities) not hereafter specifically pledged, paid, deposited or delivered hereunder or
hereinafter covenanted so to be; (2)merchandise, equipment, materials or supplies held for the
purpose of sale in the usual course of business or for consumption in the operation of any
properties of the Company; (3) bills, notes and accounts receivable, and all contracts, leases and
operating agreements not specifically pledged hereunder or hereinafter covenanted so to be;
(4) electric energy and other materials or products generated, manufactured, produced or
purchased by the Company for sale, distribution or use in the ordinary course of its business;
(5) all automobiles, buses, trucks, truck cranes, tractors, trailers and similar vehicles and movable
equipment; all rolling stock, rail cars and other railroad equipment; all vessels, boats, barges, and
other marine equipment; all airplanes, helicopters, drones, aircraft engines and other flight
equipment; all parts, accessories and supplies used in connection with any of the foregoing; and
all personal property of such character that the perfection of a security interest therein or other
lien thereon is not governed by the Uniform Commercial Code (or similar law) as in effect in the
jurisdiction in which such property is located; and (6) any property released pursuant to any
provisions of this Indenture and not disposed of by the Company and improvements, extensions
and additions thereto and renewals and replacements thereof; provided, however, that the
property and rights expressly excepted from the lien and operation of this Indenture in the above
subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the
event that the Trustee or a receiver or trustee shall enter upon and take possession of the
Mortgaged and Pledged Property in the manner provided in Article XII hereof by reason of the
occurrence of a Completed Default as defined in said Article XII.
F(2)-1
IM-#10765497.6

EXHIBIT F(3)
AMENDMENT TO ORIGINAL MORTGAGE
The text of the first paragraph of Section 4 of the Original Mortgage, as hereby
amended, is set forth below:
Section 4. The term "Property Additions" shall mean plants, lines, pipes, mains,
cables, machinery, transmission lines, pipe lines, distribution systems, service systems and
supply systems, property, real or personal, and improvements, extensions, additions, renewals or
replacements acquired by the Company by purchase, consolidation, merger, donation or in any
other way whatsoever, subsequent to May 31, 1939, or made or constructed subsequent to May
31, 1939, or in the process of construction or erection in so far as actually constructed or erected
subsequent to May 31, 1939, and used or useful or to be used in or in connection with the
business of generating, manufacturing, transporting, transmitting, distributing or supplying
electricity or gas for light, heat, power, refrigeration or other purposes. The term "Property
Additions" shall not, however, include (1) any shares of stock, bonds, evidences of indebtedness
or other securities or contracts, leases, or operating agreements, bills, notes, accounts receivable,
or choses in action, or (2) except as herein otherwise specifically provided, going value, good
will, franchises or governmental permits or licenses granted to or acquired by the Company, as
such, separate and distinct from the property operated thereunder or in connection therewith or
incident thereto, or (3) any goods, wares, merchandise, equipment, materials or supplies held for
the purpose of sale or resale in the usual course of business or for the purpose of consumption in
the operation of any of the properties of the Company, or (4) any lands, leases, gas rights, wells,
gathering, tap or other pipe lines, or equipment, used principally and primarily for the production
or gathering of natural gas, or (5) any property, the cost of acquiring, making or constructing
which is chargeable under accepted principles of accounting to operating expenses, or (6) any
property (whether or not listed above) that is excepted from, or otherwise not subject to, the lien
of this Indenture.
F(3)-1
IM-#10765497.6

Avista Corporation
Private Placement of First Mortgage Bonds
Summary of Proposed Terms
The securities being offered will be a new series of First Mortgage Bonds (the "Bonds") issued
under the Mortgage and Deed of Trust, dated as of June 1, 1939, from Avista Corporation (the
"Company")to Citibank,NA., successor trustee, as amended and supplemented(the"Mortgage").
The new series of bonds will be created, and the terms thereof will be set forth, in the Sixty-ninth
Supplemental Indenture, to be dated as of July 1, 2025 (the "Supplemental Indenture"). The form
of Supplemental Indenture,which has been prepared by Bracewell LLP, counsel to the Company,
has been posted to the Intralinks site.
The new Bonds will be sold pursuant to a Bond Purchase Agreement between Avista Corporation
and the Purchasers. The form of Bond Purchase Agreement, which has been prepared by Choate,
Hall & Stewart LLP, counsel to the Purchasers has also been posted to the Intralinks site. The
Bond Purchase Agreement is based on the Model Form No. 2, except that the provisions relating
to the new Bonds, the terms thereof and the security therefor are found in the Mortgage including
the Supplemental Indenture.
This summary does not cover all aspects of the transaction and is qualified in its entirety by the
Mortgage. See the Description of Avista Mortgage which has also been posted on Intralinks.
Issuer Avista Corporation
Issue(s) First Mortgage Bonds to be issued under the Mortgage, which, at the
election of the Company, may be issued in multiple series if there is
more than one maturity.
Principal Amount Aggregate of$120,000,000 which, at the option of the Company, may
be increased or decreased.
Maturity 30-year bullet maturity (July 1, 2055).
Closing and July [23], 2025
Funding
Issue Price Par.
Interest Rate Margin will be determined via an auction process, with a spread added
to the yield on the comparable Treasury Notes. Interest will be payable
semi-annually in arrears, computed on the basis of twelve 30-day
months in a year of 360 days.

Ranking The Bonds will be senior secured obligations of the Company, ranking
pari passu in all respects with the Company's other First Mortgage
Bonds outstanding under the Mortgage.
Security The Bonds (but not the Company's covenants under Bond Purchase
Agreement) will be secured, pari passu with other bonds outstanding
under the Mortgage, by a first lien on the Company's facilities for the
generation, transmission and distribution of electric energy and the
storage and distribution of natural gas, subject to "excepted
encumbrances" (as defined in the Mortgage) and other encumbrances,
defects or irregularities that are not material in the operation of the
Company's business.
Use of Proceeds Net proceeds from the sale of the Bonds will be used for the
construction or improvement of utility facilities, to refinance existing
indebtedness incurred for such purposes, or to reimburse the treasury
for moneys expended for such purposes.
Optional Prior to January 1, 2055, the Bonds shall be redeemable at any time, at
Redemption the option of the Company, in whole or in part, at the Make-Whole
Price. The "Make-Whole Price"will be defined as the greater of
(i) par or
(ii) the present value of the remaining principal and interest
payments due on the Bonds discounted by the yield on the
U.S. Treasury constant maturity corresponding to the
remaining life of the Bonds (assuming for this purpose that
the stated maturity date were January 1, 2055)plus 50 basis
points, less accrued interest to the redemption date,
plus, in any case, accrued and unpaid interest.
On or after January 1, 2055, the Bonds may be redeemed at any time,
in whole or in part, at the option of the Company, at a redemption price
equal to one hundred percent of the principal amount of the series being
redeemed, plus accrued and unpaid interest but without make-whole
premium.
Covenants in Bond . Quarterly and annual financial statements of the Company
Purchase (satisfied by filing SEC reports);
Agreement . SEC and other reports and notices of defaults;
• Additional requested information and visitation and inspection
rights;
• Compliance with law;
• Terrorism sanctions regulations; and
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• Expenses
Covenants in • Delivery of financial statements, reports, officers' certificates
Mortgage and other information set forth in the Mortgage (as required by
the Trust Indenture Act of 1939);
• Possession and maintenance of mortgaged property free and
clear of Liens (subject to certain exceptions);
• Maintenance of property and insurance;
• Payment of taxes and claims;
• Corporate existence;
• Maintenance of books and records;
• Merger and consolidation; and
• Limitations on release of collateral.
Additional Bonds Additional bonds may be issued under the Mortgage on the basis of
• 66 2/3%of cost or fair value to the Company(whichever is less)
of property additions which have not previously been made the
basis of any application under the Mortgage;
• an equal principal amount of other bonds outstanding under the
Mortgage which have been or are to be paid, redeemed or
otherwise retired; or
• deposit of cash.
In general, Avista may not issue additional bonds on the basis of
property additions or cash unless net earnings for 12 consecutive
months out of the preceding 18 calendar months (before income taxes,
depreciation and amortization, property losses and interest on
indebtedness and amortization of debt discount and expense)are at least
twice the annual interest requirement on all bonds at the time
outstanding under the Mortgage including the additional bonds.
The Company is required to satisfy the net earning requirements prior
to the issuance of additional bonds on the basis of retired bonds if
• the annual interest requirements on such retired bonds have
been excluded from a net earnings certificate delivered since the
retirement of such bonds; or
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• the retired bonds mature more than two years after the issuance
date of the bonds proposed to be issued and the new bonds will
bear interest at a higher rate than the retired bonds.
Events of Default Events of default under the Mortgage are:
• Failure to pay principal or premium when due at maturity or
otherwise;
• Failure to pay interest within 60 days of due date;
• Failure to perform any of the covenants for 90 days after notice
to the Company from the Trustee;
• Failure to pay interest on, or principal of any qualified prior lien
bonds beyond any grace period specified in the prior lien
securing such prior lien bonds; or
• Certain events of bankruptcy or insolvency of the Company.
Events of Default do not include violations of the Bond Purchase
Agreement.
Acceleration If an Event of Default has occurred and is continuing, the Trustee may,
and upon the request of holders of a majority in principal amount of all
bonds outstanding under the Mortgage shall, declare the principal of
and accrued interest on all Mortgage bonds immediately due and
payable.
No premium on the Bonds, or any other series of Mortgage bonds,
would be payable upon any such acceleration.
Conditions Usual and customary for transactions of this type.
Precedent
Amendment of The Mortgage may be amended with the consent of the holders of 60%
Mortgage in principal amount of the affected series of Mortgage bonds,
considered as one class; provided, that the Mortgage may also be
amended in certain limited respects without the consent of bondholders.
Definitions Definitions will be as set forth in the Mortgage and the Bond Purchase
Agreement.
Counsel to Bond Choate,Hall&Stewart LLP will represent the Purchasers in connection
Purchasers with their purchase of the Bonds.
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Counsel to Bracewell LLP, which regularly represents the Company in corporate
Company and securities matters, will represent the Company in connection with
the issuance and sale of the Bonds.
Joint Lead Agents MUFG Securities Americas Inc.
Wells Fargo Securities, LLC
Expenses Company will pay all reasonable and documented out-of-pocket costs
and expenses (including reasonable attorneys' fees of one special
counsel for all holders) incurred by the Bond purchasers in connection
with the transaction.
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