20231002Attachment A - Amendment No. 2.pdf

AMENDMENT NO. 2 TO TRANSACTION CONFIRMATION BETWEEN AVISTA
CORPORATION AND MORGAN STANLEY CAPITAL GROUP INC.
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AMENDMENT NO. 2
This Amendment No. 2 (“Amendment”) dated October 2, 2023 to the Transaction
Confirmation: Resource Contingent Bundled REC - Energy and Green Attributes dated
October 19, 2018, as amended by Amendment No. 1 dated February 27, 2019,
(“Confirmation”), is entered into by and between Avista Corporation (“Avista”) and Morgan
Stanley Capital Group Inc. (“MSCG”). Avista and MSCG are sometimes referred to
individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, on October 19, 2018, the Parties entered into the Confirmation, which was
later amended by Amendment No. 1 dated February 27, 2019;
WHEREAS, pursuant to the Confirmation, Avista is to sell MSCG electricity (“Project
Energy”) produced by the Clearwater Paper CEC-certified biomass facility located in Lewiston,
Idaho, bundled with the associated renewable energy certificates (“RECs”), delivered on an
hourly basis without substituting Energy from any other source to the Delivery Point (“Bundled
Green Energy”) that qualifies as Resource Contingent Bundled REC as described in the WSPP
Agreement, Schedule R, Section R-2.3.4;
WHEREAS, pursuant to the Confirmation, the Delivery Term was to expire by its terms
on December 31, 2023;
WHEREAS, the Parties desire to amend the Confirmation to extend the Delivery Term
for three additional years such that the Confirmation shall expire by its terms on December 31,
2026.
AGREEMENT TO AMEND
“Delivery Period 1” shall be the period from and including HE 0100 PPT December 15,
(“Delivery Period 1 RECs”)

AMENDMENT NO. 2 TO TRANSACTION CONFIRMATION BETWEEN AVISTA
CORPORATION AND MORGAN STANLEY CAPITAL GROUP INC.
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“Delivery Period 2” shall be the period from and including HE 0100 PPT January 1, 2024,
and continuing through HE 2400 PPT December 31, 2026, and continuing through the
completion of the transfer of all of the Product required to be delivered with respect to such
period, including all applicable RECs through WREGIS (“Delivery Period 2 RECs”), to
Buyer and the payment of all amounts due Seller pursuant to this Confirmation; provided,
however, that all of the Delivery Period 2 RECs associated with the Project Energy and
RECs shall be transferred to Buyer no later than April 15, 2027.

2. The Contract Price in the Confirmation is deleted and replaced in its entirety with
the following:

The Contract Price shall consist of the Energy Price and the RECs Prices,
as follows:

“Energy Price”: (a) shall, for Delivery Period 1, equal the applicable
Powerdex Mid-Columbia Hourly Price per MWh (or mutually agreed to
alternative) multiplied by the sum of all Energy delivered to Buyer for such
applicable hour; and (b) shall, for Delivery Period 2, equal the
Intercontinental Exchange (ICE) Mid-Columbia Firm On Peak (DAILY)
and ICE Mid-Columbia Firm Off Peak (DAILY) (or mutually agreed to
alternative) multiplied by the sum of all Energy delivered to Buyer for such
applicable period.

The PCC1 REC Price: (a) shall, for Delivery Period 1, equal $9.00/MWh
multiplied by the Contract Quantity of PCC1 RECs that are transferred from
Seller to Buyer through WREGIS where the PCC1 REC Contract Quantity
for Delivery Period 1 shall be determined as the lesser of (i) the hourly
metered generation (the “Metered Energy”) and (ii) the hourly amount
scheduled to the Delivery Point (the “Scheduled Energy”); and (b) shall, for
Delivery Period 2, equal $27.10/MWh multiplied by the Contract Quantity
of PCC1 RECs that are transferred from Seller to Buyer through WREGIS
where the PCC1 REC Contract Quantity for Delivery Period 2 shall be
determined as the lesser of (i) the Metered Energy and (ii) the Scheduled
Energy

The PCC2 REC Price: (a) shall, for Delivery Period 1, equal $4.50 for each
REC multiplied by the Contract Quantity of PCC2 RECs that are transferred
from Seller to Buyer through WREGIS where the PCC2 REC Contract
Quantity for Delivery Period 1 shall be equal to the positive amount by
which the Metered Energy exceeds the Scheduled Energy; and (b) shall, for
Delivery Period 2, equal $27.10 for each REC multiplied by the Contract
Quantity of PCC2 RECs that are transferred from Seller to Buyer through
WREGIS where the PCC2 REC Contract Quantity for Delivery Period 2
shall be equal to the positive amount by which the Metered Energy exceeds
the Scheduled Energy.
AMENDMENT NO. 2 TO TRANSACTION CONFIRMATION BETWEEN AVISTA
CORPORATION AND MORGAN STANLEY CAPITAL GROUP INC.
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3.Notwithstanding the foregoing, this Amendment shall not become effective unless
or until such time as the Idaho Public Utilities Commission (“Commission”) approves
Amendment No. 1 to the Power Purchase and Sale Agreement Between Avista Corporation and
Clearwater Paper Corporation dated September 26, 2023 (“Clearwater Amendment”) and, to the
extent necessary, the Delivery Term stated in this section shall be automatically adjusted to
commence on HE 0100 PPT on the effective date of the Clearwater Amendment that is approved
by the Commission.
4.Except as expressly amended by the provisions set forth in this Amendment, all of
the terms and conditions of the Confirmation shall remain in full force and effect following
execution of this Amendment and each Party confirms, ratifies and approves the Confirmation as
amended by this Amendment. All capitalized terms used herein and not otherwise defined shall
have the respective meanings given to such terms in the Confirmation. For the avoidance of
doubt, this Amendment is hereby incorporated in the Confirmation and, as of the effective date
of this Amendment, all references to the Confirmation shall be deemed to be references to the
Confirmation as amended by Amendment No. 1 and this Amendment.
AMENDMENT NO. 2 TO TRANSACTION CONFIRMATION BETWEEN AVISTA
CORPORATION AND MORGAN STANLEY CAPITAL GROUP INC.
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5.This Amendment may be executed in two (2) or more counterparts, each of which shall
be deemed as an original and together shall constitute one and the same document.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by
their duly authorized representatives as of the date first set forth above.
AVISTA CORPORATION
By: ____________________________
Printed Name: ___________________
Title: __________________________
MORGAN STANLEY CAPITAL GROUP
INC.
By: ____________________________
Printed Name: ___________________
Title: __________________________
Kevin Collins
Vice President