20261002Exhibit A - Power Purchase Agreement.pdf

POWER PURCHASE AGREEMENT
BETWEEN
AVISTA CORPORATION
AND
CLEARWATER PAPER CORPORATION
INDEX TO SECTIONS
1. DEFINITIONS....................................................................................................................3
2. REPRESENTATIONS.........................................................................................................6
3. TERM OF AGREEMENT...................................................................................................6
4. DESCRIPTION OF THE PROJECT ...................................................................................7
5. POWER PURCHASE FROM CLEARWATER BY AVISTA...............................................7
6. OPERATION OF PROJECT ...............................................................................................9
7. RESERVED......................................................................................................................10
8. PAYMENTS......................................................................................................................10
9. METERING......................................................................................................................10
10. ENVIRONMENTAL ATTRIBUTES.............................................................................I I
11. FORCE MAJEURE.......................................................................................................11
12. INDEMNIFICATION....................................................................................................12
13. LIMITATION OF LIABILITY......................................................................................13
14. INSURANCE................................................................................................................14
15. DISPUTE RESOLUTION.............................................................................................15
16. ASSIGNMENT.............................................................................................................16
17. NO UNSPECIFIED THIRD-PARTY BENEFICIARIES................................................16
18. NO TRANSFER RIGHTS.............................................................................................16
19. DEFAULT.....................................................................................................................16
20. GOVERNMENTAL AUTHORITY...............................................................................18
21. SEVERAL OBLIGATIONS ..........................................................................................18
22. IMPLEMENTATION....................................................................................................18
23. NON-WAIVER.............................................................................................................18
24. ENTIRE AGREEMENT AND AMENDMENT.............................................................18
25. CHOICE OF LAWS AND VENUE...............................................................................18
26. COMPLIANCE WITH LAWS ......................................................................................18
27. NOTICES......................................................................................................................19
Page 1 —POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND �'yG
CLEARWATER PAPER CORPORATION

28. EXHIBITS ....................................................................................................................19
This Power Purchase Agreement ("Agreement") is entered into by and between the
CLEARWATER PAPER CORPORATION("Clearwater"), of Spokane,Washington, a corporation
organized and existing under the laws of the State of Delaware, and the AVISTA CORPORATION
("Avista") of Spokane, Washington, a corporation organized and existing under the laws of the
State of Washington, hereinafter sometimes referred to collectively as "Parties" and individually
as "Party".
WITNESSETH:
WHEREAS, Clearwater owns and operates a paper manufacturing facility in Nez Perce
County, Idaho, herein referred to as the "Lewiston Plant";
WHEREAS, Clearwater owns and operates four thermal electric generating units with a
combined total nameplate capacity of 132.2 MVA("Project") that are Qualifying Facilities("QF")
pursuant to the Public Utility Regulatory Policies Act of 1978 and 18 C.F.R. Part 292. as more
fully described in Exhibit E;
WHEREAS, since 2013, and prior to the Effective Date of this Agreement, Clearwater
has used its Project, as well as power purchased and received from Avista, to serve its electrical
load requirements at the Lewiston Plant;
WHEREAS, in 2018,the Parties entered into another agreement that was approved by the
Commission in Order No. 34252, and was to expire on December 31, 2023, and which pursuant
to Amendment Nos. 1-4, was, among other things, extended for three additional years such that
the Agreement will expire by its term on December 31,2026, as approved in Order No. 36046(the
"2018 Agreement");
WHEREAS, the Parties desire to replace the historical arrangement under which Project
generation was used by Clearwater to serve a portion of the Lewiston Plant load with a new
arrangement under which Avista will purchase the Delivered Net Output from the Project and
Clearwater will purchase retail service from Avista pursuant to Schedule 25P or its successor
schedule approved by the Commission;
WHEREAS, Clearwater and Avista are Parties to an existing Large Generator
Interconnection Agreement ("Interconnection Agreement") AV TR13-0325 that provides for and
governs the interconnection of the Project with Avista's electric system;
WHEREAS, Clearwater and Avista wish to supersede, terminate, and replace all prior
power purchase agreements with respect to the Project, wherein Avista is or was the purchasing
party, specifically excluding and maintaining in full force and effect the Interconnection
Agreement, upon the commencement of the effective date of this Agreement;
WHEREAS, Clearwater desires to sell, and Avista desires to purchase, Delivered Net
Output from the Project pursuant to this Agreement.
Page 2—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Parties agree as follows:
1. DEFINITIONS
In addition to words defined elsewhere in this Agreement as signified by initial
capitalization,whenever used in this Agreement, exhibits, and attachments hereto,the terms below
shall have the following meanings:
(a) "2018 Agreement": means that certain power purchase agreement between Clearwater and
Avista, commencing in 2018 and approved by the Commission in Order No. 34252, and
which was amended to extend its term three additional years and will expire by its term on
December 31, 2026, as approved in Order No. 36046.
(b) "Agreement": means this Power Purchase Agreement including all exhibits, attachments
and modifications thereof.
(c) "Avista Attributes": means fifty percent(50%) of the Environmental Attributes, including
RECs and REC Reporting Rights, associated with Delivered Net Output purchased by Avista
under this Agreement.
(d) "Commission": means the Idaho Public Utilities Commission, or its successor.
(e) "Delivered Net Output": shall have the meaning provided in Section 5(a) of this
Agreement.
(f) "Effective Date": means the date this Agreement becomes effective pursuant to Section 3(a)
of this Agreement.
(g) "Environmental Attributes" or "Attributes": means any and all environmental,
renewable, emissions, sustainability, or other non-power characteristics, credits, benefits,
reductions, offsets, allowances, claims, or reporting rights associated with the generation of
electricity from a renewable or other qualifying resource, whether existing now or created in
the future under any voluntary or mandatory program, law, regulation, protocol, or market.
Environmental Attributes include, without limitation, Renewable Energy Certificates
("RECs"), Green Tags, renewable energy credits, emissions reduction credits, carbon
attributes, and other similar environmental benefits. Environmental Attributes exclude
energy, capacity, ancillary services, reliability attributes, and, unless expressly stated
otherwise, tax credits,tax incentives, grants, or other financial incentives associated with the
construction, ownership, or operation of the generating facility
(h) [Reserved].
(i) "Facility Service Power": means the electric energy generated and used by the Project
during its operation to operate equipment that is auxiliary to primary generation equipment
including, but not limited to, generator excitation, cooling or other operations related to the
production of electric energy.
Page 3 —POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION �L

(j) "FERC": means the Federal Energy Regulatory Commission,or any other successor agency
with substantially similar jurisdiction over Avista Corporation.
(k) "Forced Outage": means any outage that either fully or partially curtails the electrical
output of the Project caused by mechanical or electrical equipment failure, plant-related
structural failure, unscheduled maintenance, Avista's inability to accept Delivered Net
Output for non-economic reasons, equipment failure or the transmission provider's
curtailment order.
(1) "Good Industry Practice": means any of the practices, methods and acts engaged in or
approved by a significant portion of the electric industry during the relevant time period, or
any of the practices, methods and acts which, in the exercise of reasonable judgment in light
of the facts known at the time the decision was made, could have been expected to
accomplish the desired result at a reasonable cost consistent with good business practices,
reliability, safety and expedition. Good Industry Practice is not intended to be limited to the
optimum practice, method, or act to the exclusion of all others, but rather to be acceptable
practices, methods, or acts generally accepted in the region.
(m) "Governmental Authority": means any federal, state or local government, political
subdivision thereof or other governmental, regulatory, quasi-governmental,judicial, public
or statutory instrumentality, authority,body, agency, department,bureau, or other entity with
authority to bind a Party at law.
(n) "Governmental Rules": means any law, rule, regulation, ordinance, order, code, permit,
interpretation,judgment, decree, directive, guideline, policy or similar form of decision of
any Governmental Authority having the effect of law or regulation, provided that
Governmental Rules shall not include any enactment or other action by Clearwater
undertaken for the purpose of abrogating, repudiating or unilaterally amending the
Agreement,but this exception does not include any power of eminent domain that Clearwater
may lawfully exercise notwithstanding this Agreement.
(o) [Reserved].
(p) [Reserved].
(q) "NERC": means the North American Electric Reliability Corporation or its successor
organization.
(r) "Operating Year": means the 12-month period from January 1 through December 31.
(s) "Points of Delivery": means the points at which the Project delivers Delivered Net Output
to Avista's electric system as shown in Exhibit D.
(t) [Reserved.]
(u) "Product": means Delivered Net Output.
Page 4-POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND n
CLEARWATER PAPER CORPORATION (�/�

(v) "Project": shall have the meaning provided in the Recitals above and shall include the
electric generating facility, including all equipment and structures necessary to generate and
supply electric power all as more fully described in Exhibit E.
(w) "Qualifying Facility": means a generating facility which meets the requirements for
Qualifying Facility("QF") status under the Public Utility Regulatory Policy Act of 1978 and
part 292 of FERC's Regulations, 18 C.F.R. Part 292.
(x) [Reserved].
(y) "REC Reporting Rights": means the right to report exclusive ownership of a REC to any
agency, authority, or other party under any present or future domestic, international, or
foreign emissions trading program.
(z) "Renewable Energy Certificate" or "REC": means a certificate, credit, or other tracking
instrument representing the Environmental Attributes associated with one megawatt-hour of
qualifying electric generation, together with associated REC Reporting Rights.
(aa) "Schedule 25P Base Rates": means the then-current Schedule 25P rates approved by the
Commission in Avista's Idaho electric tariff. Base Rates do not include other billing rates
that are applicable to Schedule 25P, as detailed in the Schedule 25P tariff and as approved by
the Commission. The total monthly bill for Clearwater under Schedule 25P shall be the total
monthly metered energy usage, demand usage (WA), and primary voltage discount,
multiplied by the applicable Commission approved billing rates.
(bb) "Term": shall have the meaning provided in Section 3(a) of this Agreement.
(cc) "WECC": means the Western Electricity Coordinating Council or its successor
organization.
(dd) [Reserved].
(cc) "Delivered Net Output Estimate" shall have the meaning provided in Section 5.1 of this
Agreement.
(ff) "Initial Year Monthly Net Output Estimates" shall have the meaning provided in Section
5.1 of this Agreement.
(gg) "Market Energy Price" means 85 percent (85%) of the PowerDex hourly Mid-Columbia
("Mid-C") index.
(hh) "Shortfall Energy"means the Delivered Net Output delivered during any month where the
Delivered Net Output delivered in such month is less than 90 percent(90%) of the Delivered
Net Output Estimate for such month.
(ii) "Surplus Energy"means the Delivered Net Output delivered during any month that exceeds
110 percent(110%) of the Delivered Net Output Estimate for such month.
Page 5-POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND n
CLEARWATER PAPER CORPORATION (�/�

2. REPRESENTATIONS
(a) Clearwater represents that it is the sole owner of the Project. Clearwater warrants
and represents that: (a) Clearwater has investigated and determined that it has authority to and is
capable of performing and will perform the obligations hereunder and has not relied upon the
advice, experience or expertise of Avista in connection with the transactions contemplated by this
Agreement; (b) all professionals and experts including, but not limited to, engineers, attorneys or
accountants, that Clearwater may have consulted or relied on in undertaking the transactions
contemplated by this Agreement have been solely those of Clearwater; (c) Clearwater will comply
with all applicable laws and regulations and shall obtain and comply with applicable licenses,
permits and approvals in the design, construction, operation and maintenance of the Project; and
(d) the Project is, and during the Term of this Agreement will remain, a Qualifying Facility.
Clearwater's failure to maintain Qualifying Facility status will be a material breach of this
Agreement. Avista reserves the right to review the Project's Qualifying Facility status and
associated support and compliance documents at any time during the Term of this Agreement.
Clearwater further represents that,if this Agreement becomes effective,this Agreement is a legally
binding instrument upon Clearwater, and Clearwater's signatory is authorized to execute the
Agreement.
(b) Avista represents that, if this Agreement becomes effective, this Agreement is a
legally binding instrument upon Avista, and Avista's signatory is authorized to execute the
Agreement. Avista makes no warranties. expressed or implied, regarding any aspect of
Clearwater's design, specifications, equipment or facilities, including, but not limited to, safety.
durability, reliability, strength, capacity, adequacy or economic feasibility, and any review,
acceptance or failure to review Clearwater's design, specifications, equipment or Project shall not
be an endorsement or a confirmation by Avista.Avista assumes no responsibility or obligation with
regard to any NERC and/or WECC reliability standard associated with the Project or the delivery
of electric energy from the Project to the Points of Delivery.
3. TERM OF AGREEMENT
(a) This Agreement, shall become effective at 2400 hours, December 31, 2026 (the
"Effective Date") and shall terminate at 2400 hours on December 31, 2027, unless terminated
earlier pursuant to this Agreement. As of the Effective Date and continuing while this Agreement
is in effect, this Agreement shall supersede, terminate and replace all prior power purchase
agreements with respect to the Project, wherein Avista is or was the purchasing party.
Notwithstanding anything in this agreement, this Section 3(a) shall survive termination of this
Agreement.
(b) Clearwater and Avista shall jointly petition the Commission for an order approving
this Agreement. This Agreement is conditioned upon Commission approval of this Agreement
without material modification or conditions. Clearwater will support any filings made to the
Commission seeking approval of:
(1) direct assignment to Avista's Idaho operations of all costs paid by Avista to
Clearwater under this Agreement;
Page 6-POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND n
CLEARWATER PAPER CORPORATION (`/�'

(2) changes to Schedules 25P of Avista's electric Tariff(I.P.U.0 No. 28) as described in
the Electric Service Agreement by and between Avista and Clearwater;
(3) all differences between the current revenues and expenses embedded in retail rates,
or included in the authorized Power Cost Adjustment ("PCA") base, and the new
Clearwater Schedule 25P revenue and purchased power expense related to
Clearwater generation, to be tracked in Avista's PCA mechanism at 100%, or
otherwise recovered in full by Avista through base rates; and
(4) any agreement or filing necessary to implement the terms set forth in Section 10 of
this Agreement.
(c) Following the initial approval of this Agreement by the Commission, either Party
shall have the right to terminate this Agreement on account of a subsequent Commission order,
adversely affecting the economic benefits of this Agreement to either Avista or Clearwater.
(d) Except for the obligation to purchase and sell electric power as set forth herein, all
obligations required to be performed by the Parties are preserved until satisfied, without regard to
the termination or expiration of this Agreement where so required by terms and conditions of this
Agreement.
4. DESCRIPTION OF THE PROJECT
The Project consists of four steam turbine/generators further described in Exhibit E.
Clearwater shall notify Avista in writing prior to making any material modifications to the
Project, including, but not limited to, material modifications to the Project that (i) increases or
decreases the Project's nameplate capacity, (ii) changes the primary energy source, or(iii) changes
the generator fuel.Any material modifications will require a review and, subject to Section 24 of
this Agreement, amendment of the Agreement, including amendment of Exhibit E to reflect the
Project as actually modified and adjustment of the applicable pricing to ensure that, as of the date
when output is first delivered from the modified Project,payments to Clearwater reflect the proper
authorized rates for the Project as modified. In the event that, as a result of the modifications to
the Project, it is no longer a Qualifying Facility or if the Parties are unable to mutually agree to an
amendment to the Agreement that satisfies the requirements of this paragraph, either party may
seek their appropriate remedies.
5. POWER PURCHASE FROM CLEARWATER BY AVISTA
(a) Avista and Clearwater agree that Clearwater shall sell and deliver, and Avista shall
purchase and receive, at the Point of Delivery, all electric energy generated by the Project, less
Facility Service Power and electrical losses as measured pursuant to Exhibit D (the "Delivered
Net Output"). As an incidental component of the transactions contemplated by this Agreement,
and concurrently with Avista's purchase of the associated Delivered Net Output, the Commission
has ruled that ownership of fifty percent(50%) of the Environmental Attributes, including RECs,
associated with such Delivered Net Output vests in Avista, and ownership of the remaining fifty
percent(50%) vests in Clearwater, in each case subject to Section 10. Power meters located at the
Points of Delivery (as defined in the Interconnection Agreement) shall register the utility tie line
energy.
Page 7-POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND n
CLEARWATER PAPER CORPORATION (�/�

(b) The utility tie line power meters shall record electric power that flows from and to
the Project, and from and to Avista's electric system. Generation power meters (as defined in the
Interconnection Agreement) shall register the energy from each Project generator. Avista and
Clearwater both shall have the right to read and receive readings from the utility tie line power
meters and the generation power meters. Avista shall read the meter and record the readings at
least once per month. The Delivered Net Output in any month shall be calculated based on
information from such meter readings (as defined in Exhibit D). Monthly meter readings may be
adjusted by prorating metered amounts to the number of days in such month.
(c) Except for Surplus Energy and Shortfall Energy,Avista shall purchase Delivered
Net Output at the PURPA rate approved by the Commission and reflected in Exhibit B. For all
Surplus Energy and Shortfall Energy delivered to Avista in any month,Avista shall pay Clearwater
the applicable month's Market Energy Price or the rate specified in Exhibit B,whichever is lower.
(d) Clearwater Declared Suspension of Energy Deliveries. For purposes of calculating
Shortfall Energy for any given month, if Clearwater's Project experiences a Forced Outage, and
Clearwater initiates a Declared Suspension of Energy Deliveries, Clearwater shall, after giving
notice as provided in Section 27 and Exhibit A, temporarily reduce deliveries of Delivered Net
Output to Avista from the Project. Clearwater's Declared Suspension of Energy Deliveries will
begin at the start of the next full hour following Clearwater's telephone notification and will
continue for the time specified in the notification. Within twenty-four hours (24) after providing
telephonic notice Clearwater will provide written notification pursuant to Section 27 and Exhibit
A. In the months in which the Declared Suspension of Energy Deliveries occurs,the Monthly Net
Output Estimates amounts will be adjusted to reflect the magnitude of the Declared Suspension of
Energy Deliveries.
5.1 NET OUTPUT AMOUNTS
5.1.1 Initial Monthly Net Output Estimates. Clearwater shall provide to Avista
"Delivered Net Output estimates for each of the twelve consecutive months that begin with
the month containing the Execution Date, counting the month during which the Execution
Date occurs as month one ("Initial Year Monthly Net Output Estimates"). Clearwater shall
provide to Avista such Initial Year Monthly Net Output Estimates to Avista by written notice
in accordance with Section 27 no later than five(5)calendar days prior to the commencement
of the first day of the month immediately following the execution of the Agreement.
5.1.2 Subsequent Monthly Net Output Estimates. At the end of September 2027, and at
the end of every third month thereafter, Clearwater shall provide to Avista Delivered Net
Output estimates pertaining to each of the additional consecutive three months for which
Clearwater has not yet delivered to Avista Delivered Net Output estimates, so that Clearwater
shall have provided in advance on a rolling basis to Avista six months of Delivered Net
Output estimates. Clearwater shall provide such Delivered Net Output estimates to Avista by
written notice in accordance with Section 27, no later than 5:00 p.m. of the last business day
of the month during which they are required to be provided.
5.1.3 Content of Delivered Net Output Estimates. All Delivered Net Output estimates
shall be expressed in kilowatt-hours by month.
Page 8—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND n
CLEARWATER PAPER CORPORATION Uri/'

5.1.4 Failure to Provide Net Output Estimates. If Clearwater fails to provide to Avista
Delivered Net Output estimates when required herein pertaining to any month or months,
Avista shall determine the Delivered Net Output estimates pertaining to such month or
months, and the Delivered Net Output estimates shall be binding for purposes of the
Agreement as though they were prepared by Clearwater and provided to Avista as required
by the Agreement.
5.1.5 Clearwater's Revisions of Delivered Net Output Estimates. After the Effective
Date, Clearwater may revise its Delivered Net Output Estimates previously provided to
Avista for any future month by providing Avista written notice in accordance with Section
27, no later than 5:00 p.m. (PPT) of the 25th day of the month immediately preceding the
month for which Clearwater is revising its Delivered Net Output Estimate. For example, if
Clearwater would like to revise the Delivered Net Output Estimate for October, Clearwater
would need to submit a revised Delivered Net Output Estimate for October no later than
September 25th or the last business day prior to September 25th. Notwithstanding the
foregoing,Delivered Net Output Estimates for the current month may be revised pursuant to
the process provided for in Section 5(d) to account for Forced Outages.
6. OPERATION OF PROJECT
(a) Clearwater shall operate and maintain the Project in accordance with Governmental
Rules and Good Industry Practice.
(b) Interconnection of the Project with Avista's electrical system shall be governed by
the Interconnection Agreement. Avista's obligations under this Agreement are expressly
conditioned upon the existence of a valid and effective Interconnection Agreement. As agreed to
by the Parties in Section 9.6.1 of the Interconnection Agreement, Clearwater shall use its best
efforts to maintain a minimum power factor of 95% or higher throughout the term of this
Agreement. Avista shall not be liable for any loss or damage incurred by Clearwater resulting
solely from Clearwater's failure to maintain a power factor of 95% or higher.
(c) Either Party may interrupt, suspend or curtail delivery, receipt or acceptance of
delivery of electric power at the Points of Delivery, if either Party determines that the failure to do
so:
(1) May endanger any person or property. or either Party's facilities or customers, or
any electric system with which Avista's system is interconnected;
(2) May cause, or contribute to, an imminent significant disruption of utility service to
either Party or its customers;
(3) May interfere with any construction, installation, inspection, testing, repair,
replacement, improvement, alteration,modification, operation,use or maintenance
of, or addition to either Party's facilities;
(4) May substantially cause, or materially contribute to, or necessitate operation of any
of Avista's hydroelectric projects in violation of any license or other regulatory
requirements; or
Page 9—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND n
CLEARWATER PAPER CORPORATION Uri/'

(5) Is contrary to Good Industry Practice.
A Party shall promptly notify the other Party in accordance with Exhibit A of the reasons for any
such disconnection, interruption, suspension or curtailment. Such Party shall use its best
reasonable efforts to mitigate and limit the duration of any such disconnection, interruption,
supervision or curtailment.
7. RESERVED
8. PAYMENTS
(a) Payments to Clearwater. Avista shall prepare and submit to Clearwater monthly
statements during the Term based upon Delivered Net Output delivered to Avista during the
previous month. Payments owed by Avista shall be paid no later than the twentieth (20th) day of
the month following the end of the monthly billing period or five (5) days after the receipt of a
monthly statement,whichever is later. If the due date falls on a non-business day,then the payment
shall be due on the next business day.
(b) Payments to Avista;Offset.Avista shall prepare and submit to Clearwater a monthly
bill for electric service provided pursuant to the Electric Service Agreement by and between Avista
and Clearwater..
(c) The Parties agree that if either is obligated to make any payment or refund pursuant
to this Agreement or pursuant to any applicable tariff.that Party may offset such payment or refund
amount against any current payments due under this Agreement.
(d) If a Party is obligated to make any payment to the other Party under the terms of
this Agreement for any reason other than the sale and delivery of electric power,the Party to whom
payment is owed shall bill the owing Party. The owing Party shall pay the billing Party no later
than the twentieth (20th) day of the month following the end of the monthly billing period or five
(5) days after the receipt of a monthly statement, whichever is later. If the due date falls on a
nonbusiness day, then the payment shall be due on the next business day. If a Party fails to pay the
entire amount of any undisputed bill by the Due Date, the other Party will have the right to assess
a late charge on the unpaid balance from the Due Date until paid in full, at a rate of one percent
per month.
(e) ACH or Wire Transfer.All payments shall be made by ACH or wire transfer.
9. METERING
Metering, including ownership of necessary metering equipment, shall be pursuant to the
Interconnection Agreement. The meter layout diagram, meter readings, and calculations used to
determine Delivered Net Output under this Agreement shall be determined in accordance with
Exhibit D.Avista shall be responsible for any meter readings required by this Agreement.
Page 10-POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION a�L

10. ENVIRONMENTAL ATTRIBUTES
(a) Fifty percent (50%) of all Environmental Attributes, including RECs and REC
Reporting Rights, associated with Delivered Net Output purchased by Avista vest in Avista upon
Avista's purchase of the associated Delivered Net Output ("Avista Attributes"). The remaining
fifty percent(50%)vest in Clearwater("Clearwater Attributes"). The Parties intend this allocation
to constitute their express agreement regarding ownership of such Environmental Attributes.
(b) The Parties shall cooperate in good faith and take all commercially reasonable
actions necessary to cause their respective Environmental Attributes to be accurately created,
recorded, and maintained in WREGIS or any successor tracking system.
(c) Each Party shall execute such attestations, confirmations, corrections, and other
documentation as may be reasonably necessary to evidence the allocation and vesting of the
Environmental Attributes under this Section, correct any erroneous registration or transfer,prevent
double counting, and permit each Party to exercise its respective ownership rights.
(d) Clearwater does not warrant the creation, existence, viability or market price or
marketability of any Environmental Attribute or that every MWh of Delivered Net Output will
generate an eligible REC. Clearwater does represent that all information furnished by Clearwater
concerning the Project, its generation, fuel sources, and Environmental Attributes will, to
Clearwater's reasonable knowledge obtained in the ordinary course of business, be complete and
accurate in all material respects, and Clearwater shall not take or omit any action for the purpose
of impairing the creation, ownership, validity, or eligibility of the Avista Attributes.
(e) Avista shall perform the WREGIS uploads,transfers, and qualified reporting entity
functions that Avista currently performs as generator agent or qualified reporting entity. Clearwater
shall timely provide all Project, generation, fuel, operational, and other information within
Clearwater's possession or control reasonably necessary for Avista to perform those functions and
substantiate ownership and eligibility of the Avista Attributes..
(f) Neither Party shall sell, assign, transfer, retire, report, claim, encumber, or
otherwise use or dispose of the Environmental Attributes allocated to the other Party under this
Section 10.
(g) In the event of a change in law that materially impacts the lawful ability of the
Project to generate and deliver any Product to Avista, or the ability of either Party to own, hold,
register, report,transfer,retire, or otherwise use its allocated Environmental Attributes, the Parties
shall meet in good faith to attempt to negotiate an amendment to, or replacement of, this
Agreement that, to the extent practical, preserves the benefits and obligations of each Party as
provided herein.
11. FORCE MAJEURE
(a) Neither Party shall be liable to the other Party for, or be considered to be in breach
of or default wider this Agreement, on account of any delay in performance due to any of the
following events,which event or circumstance was not anticipated as of the Effective Date("Force
Majeure"):
Page 11 —POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION

(1) Any cause or condition beyond such Party's reasonable control which is not
substantially the result of such Party's negligence and such Party is unable to
overcome by the exercise of reasonable diligence, including but not limited to; fire,
flood, earthquake, volcanic activity, wind, drought and other acts of the elements;
court order and act of civil, military or governmental authority; strike lockout and
other labor dispute; riot, insurrection, sabotage or war; federal, state, or other
governmental laws, orders, decrees, restraints, or regulations; a Forced Outage, but
only to the extent the event or circumstance causing such Forced Outage otherwise
satisfies the requirements of this Section 11; breakdown of or damage to facilities or
equipment; electrical disturbance originating in or transmitted through such Party's
electric system or any electric system with which such Party's system is
interconnected; any interruption of transmission service required for the performance
of this Agreement that is excused by reason of Force Majeure or uncontrollable forces
under a Party's contract with a transmission service provider;and,any act or omission
of any person or entity other than such Party, and Party's contractors or suppliers of
any tier or anyone acting on behalf of such Party; or
(2) Any action taken by such Party which is,in the sole judgment of such Party,necessary
or prudent to protect the operation, performance, integrity, reliability or stability of
its facilities or any electric system with which such Party's electric system is
interconnected, whether such actions occur automatically or manually.
(b) Nothing contained in this section shall require any Party to settle any strike,lockout
or other labor dispute. In the event of a Force Majeure occurrence, which shall affect performance
under this Agreement,the non-performing Party shall provide the other Party written notice within
seven (7) days after the occurrence of the Force Majeure event Such notice shall include the
particulars of the occurrence, assurances that suspension of performance is of no greater scope and
of no longer duration than is required by the Force Majeure and that best efforts are being used to
remedy its inability to perform. The non-performing Party shall remedy the Force Majeure
occurrence with all reasonable dispatch. The performing Party shall not be required to perform or
resume performance of its obligations to the non-performing Party corresponding to the
obligations of the performing Party excused by the Force Majeure occurrence.
(c) Force Majeure does not include changes in the ownership, occupancy, or operation
of the Project or Avista if such changes occur because of normal business occurrences which
include but are not limited to: changes in business economic cycles; recessions; bankruptcies; tax
law changes; sales of businesses; closure of businesses; changes in production levels; and changes
in system operations.
(d) Force Majeure does not excuse any Party from making payments of money due
under this Agreement.
12. INDEMNIFICATION
(a) To the fullest extent permitted by applicable law,each Party shall defend,indemnify
and save harmless the other Party from any claim(whether valid or invalid),liability,loss, expense
(including reasonable attorney fees) or damage (collectively, a "Loss") arising from or growing
Page 12—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION

out of injury to persons, including death or damage to property, which may occur on a Party's
electric system on its side of the Points of Delivery. Where such claim or Loss is caused by the
concurrent negligence of Clearwater, its agents or employees, and Avista, its agents or employees,
each Party shall indemnify, defend and save the other Party harmless from all such Loss to the
extent that such Loss was caused by the negligence of the Party, its agents or employees and in
such amounts as attributable to damage caused by the Party, its agents or employees. To the fullest
extent permitted by applicable law, each Party shall also defend, indemnify and save harmless the
other from any Loss arising from or growing out of a breach of a material obligation under this
Agreement.
(b) Except (i) for claims or Losses arising from a Party's gross negligence, willful
misconduct, intentional misconduct or fraud, (ii)to the extent covered by insurance required to be
carried by a Party under this Agreement, or(iii) to the extent that such damages are suffered by a
third-party and included in a Loss for which one Party is required to indemnify the other under
this Agreement, neither Party shall be liable for any special, indirect, punitive or consequential
damages arising from the construction, installation, repair, maintenance or operation of the
electrical facilities including, without limitation, the other Party's loss of actual or anticipated
profits (other than loss of actual or anticipated profits included as an element of direct damages),
loss because of shutdown, non-operation, increased expense of its facilities or operations, or cost
of capital.
(c) This Section shall not (i) negate, abridge, or otherwise reduce any right or
obligation of indemnity that otherwise exists, (ii) limit the amount or type of damages,
compensation or benefits payable by or for Avista or any of its subcontractors or suppliers under
workers'compensation acts, disability benefit acts, or other employee benefit acts, or(iii)limit the
amount or type of insurance coverage required by this Agreement.
(d) Each Party's obligations under this Section 12 shall survive the expiration or
termination of this Agreement.
(e) CLEARWATER AND AVISTA SPECIFICALLY WARRANT THAT THE TERMS
AND CONDITIONS OF THE FOREGOING INDEMNITY PROVISIONS ARE THE SUBJECT
OF MUTUAL NEGOTIATION BY THE PARTIES AND ARE SPECIFICALLY AND
EXPRESSLY AGREED TO IN CONSIDERATION OF THE MUTUAL BENEFITS DERIVED
UNDER THE TERMS OF THE AGREEMENT.
13. LIMITATION OF LIABILITY
(a) Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
NEITHER PARTY SHALL BE LIABLE UNDER ANY PROVISION OF THIS
AGREEMENT FOR ANY SPECIAL,INDIRECT,INCIDENTAL,CONSEQUENTIAL,OR
PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT,
SAVINGS OR REVENUE, LOSS OF THE USE OF EQUIPMENT, COST OF CAPITAL,
OR COST OF TEMPORARY EQUIPMENT OR SERVICES, WHETHER BASED IN
WHOLE OR IN PART IN CONTRACT,IN TORT, INCLUDING NEGLIGENCE, STRICT
LIABILITY, OR ANY OTHER THEORY OF LIABILITY.
Page 13 —POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION �I�L

(b) Limitation of Liability for WIS Parties.Notwithstanding any other provisions of
this Agreement, if both Avista and Clearwater are parties to the Agreement Limiting Liability
Among Western Interconnected Systems (WIS)Agreement, then the WIS Agreement shall, to the
extent applicable, control their liabilities with respect to damages to the Project, the
Interconnection facilities, or Avista's Electric System.
14. INSURANCE
(a) Insurance. Each party shall, at its own expense, maintain in force throughout the
period of this Agreement, and until released by the other Party, the following minimum insurance
coverages, with insurers authorized to do business in the State of Idaho:
(1) Employers' Liability and Workers' Compensation Insurance providing statutory
benefits in accordance with the laws and regulations of the State of Idaho.
(2) General Liability, Commercial General Liability Insurance including premises
and operations, personal injury, broad form property damage, broad form blanket
contractual liability coverage (including coverage for the contractual
indemnification) products and completed operations coverage, coverage for
explosion, collapse and underground hazards, independent contractors coverage
and a cross liability endorsement, with minimum limits of One Million Dollars
($1,000,000) per occurrence/One Million Dollars ($1,000,000) aggregate
combined single limit for personal injury, bodily injury, including death and
property damage.
(3) Comprehensive Automobile Liability Insurance for coverage of owned and
nonowned and hired vehicles, trailers or semi-trailers designed for travel on public
roads. with a minimum,combined single limit of One Million Dollars($1,000,000)
per occurrence for bodily injury, including death, and property damage.
(4) Excess Public Liability Insurance over and above the Employers' Liability
Commercial General Liability and Comprehensive Automobile Liability Insurance
coverage, with a minimum combined single limit of Ten Million Dollars
($10,000,000) per occurrence/fen Million Dollars($10,000,000) aggregate.
(5) The Commercial General Liability Insurance, Comprehensive Automobile
Insurance and Excess Public Liability Insurance policies shall name the other Party,
its parent, associated and Affiliate companies and their respective directors,
officers, agents, servants and employees ("Other Party Group") as additional
insured. All policies shall contain provisions whereby the insurers waive all rights
of subrogation in accordance with the provisions of this Agreement against the
Other Party Group and provide thirty(30) Calendar Days advance written notice to
the Other Party Group prior to anniversary date of cancellation.
(6) The Commercial General Liability Insurance, Comprehensive Automobile
Liability Insurance and Excess Public Liability Insurance policies shall contain
provisions that specify that the policies are primary and shall apply to such extent
Page 14—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION n

without consideration for other policies separately carried and shall state that each
insured is provided coverage as though a separate policy had been issued to each,
except the insurer's liability shall not be increased beyond the amount for which the
insurer would have been liable had only one insured been covered. Each Party shall
be responsible for its respective deductibles or retentions.
(7) The Commercial General Liability Insurance, Comprehensive Automobile
Liability Insurance and Excess Public Liability Insurance policies, if written on a
Claims First Made Basis, shall be maintained in full force and effect for two (2)
years after termination of this Agreement, which coverage may be in the form of
tail coverage or extended reporting period coverage if agreed by the Parties.
(8) The requirements contained herein as to the types and limits of all insurance to be
maintained by the Parties are not intended to and shall not in any manner, limit or
qualify the liabilities and obligations assumed by the Parties under this Agreement.
(9) Within ten (10) days following execution of this Agreement, and as soon as
practicable after the end of each fiscal year or at the renewal of the insurance policy
and in any event within ninety (90) days thereafter, each Party shall provide
certification of all insurance required in this Agreement, executed by each insurer
or by an authorized representative of each insurer.
(10) Notwithstanding the foregoing, each Party may self-insure to meet the minimum
insurance requirements of Articles 14(a)(2) through (8) to the extent it maintains a
selfinsurance program; provided that, such Party's senior secured debt is rated at
investment grade or better by Standard & Poor's or Moody's and that its
selfinsurance program meets the minimum insurance requirements of Articles
14(a)(2) through (8). For any period of time that a Party's senior secured debt is
unrated by Standard& Poor's or Moody's or is rated at less than investment grade
by Standard & Poor's or Moody's, such Party shall comply with the insurance
requirements applicable to it under Articles 14(a)(2) through (9). In the event that
a Party is permitted to self-insure pursuant to this article, it shall notify the other
Party that it meets the requirements to self-insure and that its self-insurance
program meets the minimum insurance requirements in a manner consistent with
that specified in Article 14(a)(9).
(11) The Parties agree to report to each other in writing as soon as practical all accidents
or occurrences resulting in injuries to any person, including death,and any property
damage arising out of this Agreement.
15. DISPUTE RESOLUTION
Each Party shall strive to resolve any and all differences during the Term of the Agreement.
If a dispute cannot be resolved within a reasonable time, not to exceed thirty days, each Party shall
escalate the unresolved dispute to a senior officer designated by each such Party. If the senior
officers are not able to resolve the dispute within ten business days of escalation, then either Party
may either agree to enter into binding arbitration to resolve the dispute or request a hearing before
the Commission.
Page 15—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION Q

16. ASSIGNMENT
(a) Clearwater shall not assign its rights or delegate its duties under this Agreement
without the prior written consent of Avista, which consent shall not be unreasonably withheld.
Subject to the foregoing restrictions on assignments, this Agreement shall be fully binding upon,
inure to the benefit of and be enforceable by the Parties and their respective successors, heirs and
assigns.
(b) Clearwater shall have the right,without Avista's consent,but with a thirty days prior
written notice to Avista,to make collateral assignments of its rights under this Agreement to satisfy
the requirements of any development, construction, or other reasonable long-term financing. A
collateral assignment shall not constitute a delegation of Clearwater's obligations under this
Agreement, and this Agreement shall not bind the collateral assignee. Any collateral assignee
succeeding to any portion of the ownership interest of Clearwater shall be considered Clearwater's
successor in interest and shall thereafter be bound by this Agreement.
(c) Reimbursement of Costs. A Party who receives a request from the other Party
agrees to execute and deliver such documents as may be reasonably necessary to accomplish any
assignment, transfer, pledge or disposition of rights as provided for in this Section 16, so long as
the rights of the Party, whose receives the request, are not altered, amended, diminished or
otherwise impaired. and so long as the Party, who tenders the request, reimburses the Party, who
receives the request, for all reasonable costs incurred in connection with the review, execution or
delivery of such documents.
17. NO UNSPECIFIED THIRD-PARTY BENEFICIARIES
Except as specifically provided in this Agreement,there are no third-party beneficiaries of
this Agreement. Nothing contained in this Agreement is intended to confer any right or interest on
anyone other than the Parties, and their respective successors, heirs and assigns permitted under
Section 16.
18. NO TRANSFER RIGHTS
Nothing in this Agreement shall be construed as granting Clearwater any right of access,
or any other rights, to Avista's distribution or transmission systems.
19. DEFAULT
(a) An "Event of Default" shall mean, with respect to a Party (a "Defaulting Party"),
the occurrence of any of the following:
(1) the failure to make, when due, any payment required pursuant to this Agreement
if such failure is not remedied within three (3) business days after delivery of
written notice;
(2) any representation or warranty made by such Party herein is false or misleading in
any material respects when made or when deemed made or repeated;
Page 16—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION ?�'G

(3) the failure to perform any material covenant or obligation set forth in this
Agreement (except to the extent constituting a separate Event of Default) if such
failure is not remedied in accordance with subsection (b), below;
(4) such Party becomes Bankrupt; or
(5) such Party consolidates or amalgamates with, or merges with or into, or transfers
all or substantially all of its assets to another entity and, at the time of such
consolidation, amalgamation, merger or transfer, the resulting, surviving or
transferee entity fails to assume all the obligations of such Party under this
Agreement to which it or its predecessor was a party by operation of law or
pursuant to an agreement reasonable satisfactory to the other Party.
(b) In the Event of Default, the following shall apply:
(1) The non-defaulting Party shall give written notice to the Defaulting Party of the
Event of Default in accordance with this Agreement.
(2) Except for an Event of Default that arises from failure to make money payments
or from a Party becoming bankrupt, if, after 20 days following receipt of such
notice, the Defaulting Party has not cured the Event of Default. the non-defaulting
Party may, at its option, terminate this Agreement; provided, however, if the
defaulting Party, within such 20-day period, commences and thereafter proceeds
with all due diligence to cure such default, such 20-day period shall be extended
up to six months after written notice to the defaulting Party, as may be necessary
to cure the event of default with all due diligence. For an Event of Default that
arises from the failure to make money payments, the non-defaulting Party may, at
its option, terminate this Agreement if the Defaulting Party shall have failed to
cure the failure to pay within three (3) business days following receipt of notice
of such failure. For an Event of Default that arises from a Party becoming
bankrupt, the non-defaulting Party may, at its option, immediately terminate this
Agreement upon notice to the Defaulting Party.
(3) Upon the Event of Default and an expiration of any period to cure granted herein,
the non-defaulting Party may, but has no obligation, to terminate this Agreement
effective upon notice to the Defaulting Party and may exercise all other rights and
remedies available to the non-defaulting Party under applicable law. Whether or
not the non-defaulting Party elects to terminate this Agreement, it may,in addition
to other remedies provided for herein,pursue such remedies as are available at law
or in equity including suspension of its performance so long as the Event of
Default is continuing and has not been cured.
(c) Any right or remedy afforded to either Party under any provision of this Agreement
on account of the breach or default by the other Party is in addition to, and not in lieu of all other
rights or remedies afforded to such Party under any other provisions of this Agreement, by law or
otherwise on account of the breach or default.
Page 17—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION a

20. GOVERNMENTAL AUTHORITY
This Agreement is subject to all applicable Governmental Rules. All Governmental Rules
now or hereafter in effect that are required to be incorporated in agreements of this character are
by this reference incorporated in this Agreement.
21. SEVERAL OBLIGATIONS
The duties, obligations and liabilities of the Parties are intended to be several not joint or
collective. This Agreement shall not be interpreted or construed to create an association, joint
venture or partnership between the Parties or to impose any partnership obligation or liability upon
either Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement. Further. neither Party shall have any rights, power or authority to enter into any
agreement or undertaking for or on behalf of, to act as to be an agent or representative of, or to
otherwise bind the other Party.
22. IMPLEMENTATION
Each Party shall take such action (including, but not limited to, the execution,
acknowledgement and delivery of documents) as may reasonably be requested by the other Party
for the implementation or continuing performance of this Agreement.
23. NON-WAIVER
The failure of either Party to insist upon or enforce strict performance by the other Party
of any provision of this Agreement or to exercise any right under this Agreement shall not be
construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon
any such provision or right in that or any other instance; rather, the same shall be and remain in
full force and effect.
24. ENTIRE AGREEMENT AND AMENDMENT
No change, amendment or modification of any provision of this Agreement shall be valid
unless set forth in a written amendment to this Agreement signed by both Parties and subsequently
approved by the Commission.
25. CHOICE OF LAWS AND VENUE
This Agreement shall be construed and interpreted in accordance with the laws of the State
of Idaho.Any action at law or in equity to enforce the terms and conditions of this Agreement that
are not subject to the jurisdiction of the Commission shall be brought in the United States District
Court for the District of Idaho.
26. COMPLIANCE WITH LAWS
Both Parties shall comply with all applicable laws and regulations of governmental
agencies having jurisdiction over the Project and the operations of the Parties. Clearwater shall
obtain a required approvals or authorization from governmental agencies having jurisdiction over
the sale of electric power from the Project.
Page 18—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION

27. NOTICES
All written notices required by this Agreement shall be mailed or delivered as follows:
To Avista: Director, Power Supply
Avista Corporation
1411 E. Mission; P.O. Box 3727
Spokane, Washington 99220-3727
To Clearwater: Senior Vice President and General Counsel
Clearwater Paper Corporation
601 West Riverside Ave, Suite 300
Spokane, WA 99201
Changes in persons or addresses for submittal of written notices by a Party to this Agreement
shall be made in Writing to the other Party and delivered in accordance with this Section 27.Any
verbal notice required hereby. which affects the payments to be made hereunder shall be
confirmed in writing as promptly as practicable after the verbal notice is given. Exhibit A,
herein, shall govern oral communications between the Parties.
28. EXHIBITS
This Power Purchase and Sale Agreement includes the following exhibits,which are attached
and, with the exception of Exhibit E, incorporated by reference herein:
Exhibit A- Communications
Exhibit B -Power Purchase Payment Rate
Exhibit C - RESERVED
Exhibit D -Meter Reading Diagram and Delivered Net Output Calculations
Exhibit E - Description of the Project
Exhibit F -Attestation Form
In WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date(s) set forth below:
AVISTA CORPORATION
C _
By:
Name: Scott Kinney
Title: VP Energy Resources & Integrated Planning
Page 19—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION Q

CLEARWATER PAPER CORPORATION
By: 2-0-�
Name: Jamie McDonald
Title: Vice President of Purchasing
Page 20—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION Q

Exhibit A
Communications
A-1. Verbal Communications
All verbal communications between Clearwater and Avista referred to in the Agreement
shall be done by notifying the following parties:
(a) Pre-Schedule (5:30 am to approximately 1:30 pm on normal business days):
Avista Pre-Scheduler(509) 495-4911
Alternate Phone Number(509) 495-4073
Email -#[e-mail]
Clearwater Principal Engineer Phone[phone]
Utility Shift Supervisor Alternative Phone Number(208) 791-
4368
(b) Real-Time Schedule (available 24 hours per day):
Avista Real-Time Scheduler(509) 495-8534
Clearwater Principal Engineer Phone[phone]
Utility Shift Supervisor Alternative Phone Number(208) 791-
4368
(c) During normal business hours, all verbal communications relating to interruptions and
outages:
Avista System Operator(509) 495-4911
Alternate Phone Number(509) 495-4934
Email -#[e-mail]
Clearwater Principal Engineer Phone[phone]
Utility Shift Supervisor Alternative Phone Number
[phone]
Page 21 —POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION

(d) Outside of normal business hours (nights, weekends, and holidays), all verbal
communications relating to interruptions and outages shall take place between the following
personnel:
Avista System Operator(509) 495-4105
Alternate Phone Number(509) 495-4934
Clearwater Principal Engineer Phone[phone]
Utility Shift Supervisor Alternative Phone Number (208) 791-
4368
A-2. Clearwater shall notify Avista's system operator. as soon as is practical, whenever the
Project is or is expected to be brought on line, or taken off line.
A-3. Changes in persons or phone numbers for verbal communications by a Party to this
Agreement may be made verbally to the other Party in accordance with this Exhibit but shall be
confirmed in writing as an amended Exhibit A.A copy of said amended Exhibit A shall be mailed
or delivered to the representatives of the Parties designated in Section 27.
Page 22—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION Q

Exhibit B
Power Purchase Payment Rate
Avista agrees to buy the amount of energy equal to the Delivered Net Output at the PURPA rate,
which $53.15 per MWh.
Page 23 —POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION

Exhibit C - RESERVED
Page 24—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION a

Exhibit D
Simplified Metering Diagram
Utility Tie# 1 Utility Tie#2
AL AL
Meter Sr--- Meter MZ
Pun PUr2
Qm, Qut2
Load Load Load
Meter Er-
, Meter c2 Meter c3 Meter ca
(a !-01\
(D
Generation Generation Generation Generation
Unit#1 Unit#2 Unit#3 Unit#4
For the purposes of this Agreement, the Parties have agreed that Facility Service Power is
125 kW per operating generating unit. Clearwater shall notify Avista when substantial
changes are made to the Facility that affects the amount of Facility Service Power.
For the purposes of this Agreement, the Parties have agreed that Losses are 200 kW.
"Power Generated" (Gi, G2, G3, & G4). The electric power measured at each operating
unit expressed in kW.
G„ = Gi + G2 + G3 + G4 — (125kW*(the number of operating generating units)) -
(Losses)
"Utility Tie Active Power"(Put). The total active power delivered to Clearwater, measured
at each of the two (2) Points of Delivery expressed in kW.
Put=Put1 +Put2 (kW) Delivered to Clearwater
Page 25—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION Q

"Utility Tie Reactive Power" (Qut). The total reactive power delivered to Clearwater,
measured at each of the two (2) Points of Delivery expressed in WAR.
Qut= Qua + Qut2 (WAR) Delivered to Clearwater
"Energy Purchased" (Ep). The amount of energy that Avista purchases from
Clearwater generated by the Facility in kWh in each hour.
Ep =G„ * Time(kWh)
"Energy Sold" (Es). The amount of energy that Clearwater purchases from Avista, in kWh
in each hour.
Es=(Put+G„) * Time (kWh)
" Demand" (Dkva). Expressed in kVa.
For purposes of this Agreement, Delivered Net Output shall be determined using the Energy
Purchased(Ep) calculation set forth in this Exhibit D
Page 26—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND
CLEARWATER PAPER CORPORATION

Exhibit E
Description of the Proiect
1) Unit No. I Turbine Generator(1950); Description- QF83-144-000
(a) The unit No. I turbine, General Electric serial number 83530, is a nine stage 3600
RPM, 600 PSIG steam turbine
(b) The unit No. I generator, General Electric serial number 6784689, is nameplate
rated at 12,500 kVA
(c) GE SCR Excitation System(1984)
Exciter Model#3S793ISA520, Cat. No. 0503XO700ZO1, IC 7931
ML Number M5030700 Equipment Inst. Book: GEK-8381
(d) Turbine Governor Information
Ball Bearing Type Position Cut-Off-Fluid Damping
GE Company Instructions GEI-29500
Pilot Valve and Drive(1953) GEJ-46103
2) Unit No. 2 Turbine Generator(1977); Description- QF83-142-000
(a) The unit No. 2 turbine, General Electric serial number 197741, is a six stage, 3600
RPM. 600 PSIG steam turbine
(b) The unit No. 2 generator, General Electric serial number 316X188, is nameplate
rated at 11,188 kVA
(c) GE Static Exciter(ED-43969), SCT/PPT 3S7931EA520G7; Elem. 44C309642
(d) Pressure Governor GEI-87044D Speed Governor GEK-27005A
3) Unit No. 3 Turbine Generator(1981); Description- QF83-143-000
(a) The unit No. 3 turbine, General Electric serial number 197836, is a twelve stage,
3600
RPM 1250 PSIG steam turbine
(b) The unit No. 3 generator, General Electric serial number 316X374, is nameplate
rated at 41,600 kVA@ 30 PSIG H2
(c) Excitation: Shaft D I iven Commutation GE-M-134 Excitation System—SCT/PPT
3S7931EA533G4; Diag. 206134889
Page 27—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND CLEARWATER
PAPER CORPORATION

(d) Governor-Electrohydraulic Control (EHC) GEK-81497 (1979) Mark JIB
4) Unit No. 4 Turbine Generator(1990); Description- QF92-67-000
(a) The unit No. 4 turbine, ABB order number M13275226, is a 3600 RPM steam
turbine. DEEK S25-S 100/L 144-200;ABB Order-NR: 1-411 868
(b) The unit No. 4 generator, ABB serial number HM300516, is nameplate rated at
66,916 kVA. Generator Type WY 16L-054LLT
(c) Brushless Exciter ABB Type WBT 74/508/30, Serial No. HM 300 603 Pilot Exciter
Type: WPE35-9-4R20, Serial No. HM300 604
(d) Governor: Pro Control P13; Order No. 1-411868; Dwg. HTDC 307 794
Page 28—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND CLEARWATER
PAPER CORPORATION

EXHIBIT F
RENEWABLE ATTESTATION FORM
A. Reference is made to that certain Power Purchase Agreement (the "Agreement") by and between
Clearwater Paper Corporation ("Seller"), and [Avista Corporation ("Purchaser"), dated [ ].
Unless otherwise defined herein, all defined terms shall have the meanings assigned to them in the
Agreement.
B. The undersigned confirms, to the best of the undersigned's knowledge, that the Environmental
Attributes identified below constitute Avista Attributes allocated to and vested in Avista pursuant to
Section 10 of the Agreement; were associated with Delivered Net Output purchased by Avista; have not
been sold, assigned, transferred, retired, reported, claimed, or otherwise used by Clearwater or any third
party; and are not subject to any lien, claim, or encumbrance created by Clearwater.
1.
Generator Generator Fuel #MWhs I st Date of NOx Co2 Co2 Period of
Name ID Type RECs/ Generator Emissions Emissions Emissions Generation
Number Power Operation (Lbs/MWh) (Lbs/MWh) (Lbs/MWh) (Q#/year)
Sold (mm/yy)
C. This Attestation Form may be disclosed by Seller and Purchaser to others, including any
certification authority, including but not limited to the Idaho Public Utilities Commission and the Federal
Energy Regulatory Commission to substantiate and verify the accuracy of the Parties' compliance,
advertising and public claims.
D. As an authorized representative of Seller, I state that the above statements are true and correct to
the best of my knowledge. This Attestation Form confirms the allocation and vesting of the identified
Avista Attributes pursuant to the Agreement and may be relied upon by Avista for registration, reporting,
transfer, retirement, compliance, and verification purposes.
As an authorized agent of Clearwater Paper, I attest that the above statements are true and correct.
Name:
Title:
Place of Execution:
Page 29—POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND CLEARWATER
PAPER CORPORATION n