20180126Avista to Staff ICNU_DR_002.docx

AVISTA CROP.
RESPONSE TO REQUEST FOR INFORMATION
JURISDICTION:WASHINGTONDATE PREPARED:10/27/2017
CASE NO.:U-170970WITNESS:Mark Thies
REQUESTER:ICNURESPONDER:Jennifer SmithTYPE:Data RequestDEPT:State & Federal Regulation
REQUEST NO.:ICNU– 002(AVA)TELEPHONE:[phone]EMAIL:[e-mail]:Refer to ¶ 26 of the Joint Application and Joint Application, App. 5, ¶ 6. Would changes to provisions in the Merger Agreement require a two-thirds majority of all 9 Avista Board members, or a two-thirds majority of any quorum composed of 5 or more Board members?RESPONSE:Changes to the matters set forth in Exhibit B to the Merger Agreement may be made upon the determination of the post-closing Avista Board “by special resolution requiring the approval of 2/3 of the directors that an amendment would be in the best interest of the Surviving Corporation, taking into account relevant regulatory considerations.” This provision requires the approval of two-thirds of the full post-closing Avista Board (i.e. all 9 directors) for changes to the specified matters, and not a two-thirds majority of any quorum of the Board.