20090102Final Term Sheet.pdf

ntion: Jean D. Jewell, Secretary
t;...t:,
~~li'V'STA.
Corp.
lJ 2 M~ 8: 251U09 J~i, -
Case No. AVU-U-08-01
We are submittng the following information in compliance with the Commission's Order No.
30509 under Case No. AVU-U-08-01 for the sale of $30,000,000 debt securities, 7.25% due 2013.
Avista Corporation issued the $30,000,000 principal amount of secured debt securities 7.25% due
December 16,2013 on December 16,2008. The Placement Agent for this issuance was KeyBanc Capital
Markets Inc. The 7.25% series was offered at a price of 100.00%. The placement agent's fee for the
issue was 0.40% leaving a net price to the Company of 99.60% or total net proceeds of $29,880,000. The
net proceeds amount does not incorporate other issuance costs such as legal, accounting, ratings and
other. See enclosed Final Term Sheet and Forty-fourth Supplemental Indenture for more details on the
transaction.
Please contact Paul Kimball at [phone] if you have any questions.
Sincerely,~_C~
Diane C. Thoren
Assistant Treasurer
Enclosure
INDICATIVE TERM SHEET
PRIVATE PLACEMENT FINANCING
A VISTA CORPORATION
RECE D
2009 JAN -2 AM 8: 25
IDAHO PUSLìC
UTILITIES COMMìSSION
Note: The term sheet below is not complete and is qualifed in its entirety by reference to the Bond Purchase
Agreement which wil be executed in connection with the proposed transaction and the Mortgage referred to below
Issuer A vista Corporation ( "Issuer" or the "Company'')
Issue First Mortgage Bonds (the "Mortgage Bonds")
Principal Amount $30,000,000
Coupon 7 .250%
Yield 7 .250%
Price 100%
Priority The Mortgage Bonds wil rank pari passu with all other
bonds issued under the Mortgage and Deed of Trust,
dated as of June 1, 1939, as amended (the "Mortgage").
The Mortgage constitutes a fist mortgage lien on the
Company's facilties for the generation, transmission and
distrbution of electrc energy and the storage and
distrbution of natual gas and substantially all of the
Company's assets, subject to 'excepted encumbrances'
and customar exceptions and exclusions.
Final Matuty 12/16/2013
Interest Payments Interest wil be payable on June 16 and December 16,
commencing June 16,2009, and wil be calculated on the
basis ofa 360-day year of twelve 30-day months.
Funding Date Scheduled for 12/16/2008
Use of Proceeds The proceeds from the Mortgage Bonds shall be used (i)
to refinance existig debt and (ii) for other general
corporate puroses.
Optional Redemption Make Whole of T + 50; provision to be based on the
5.95% Series due 2018.
Mandatory Redemption or Purchase None
Covenants
Events of Default
Private Offering by the Company
Customary reporting covenants, compliance with laws
(including anti-terrorism), and payment of expenses;
others limited to those in the Mortgage.
As specified in the Mortgage
The Mortgage Bonds are being sold pursuant to an
exemption from registration under the Securities Act and
may not be transferred except to other Institutional
Investors pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of
the Securties Act and applicable state securties laws.
- 2-
A VISTA CORPORATION
TO
CITIBANK, N.A.
As Successor Trustee under
Mortgage and Deed of Trut,
dated as of June 1, 1939
Fort-fourth Supplemental Indenture
Providing among other things for a series of bond designated
"First Mortgage Bonds, 7.25% Series due 2013"
Due December 16,2013
Dated as of December 1, 2008
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FORTY-FOURm SUPPLENTAL INENT i
i
THS INDENTURE, dated as of the 1st day of December, 2008, be~1 een
AVISTA CORPORATION (formerly known as The Washington Water P wer
Company), a corpration of the State of Washington, whose post offce addre s is
1411 East Mission Avenue, Spokane, Washington 99202 (the "Company"), and
CITIBAN, N.A., formerly First National City Ban (successor by merger to irs
National City Trust Company, formerly City Ban Farers Trust Company), a na . ona
banng association incorporated and existig under the laws of the United Stat s of
America, whose post offce address is 388 Greenwich Street, 14th Floor, New York, ew
York 10013 (the "Trutee"), as Trustee under the Mortgage and Deed of Trut, dat d as
of June 1, 1939 (the "Origial Mortgage"), executed and delivered by the Comp y to
secure the payment of bonds issued or to be issued under and in accordance wi the
provisions thereof, this indentue (the "Fort-four Supplementa Indentue") eing
supplementa to the Original Mortgage, as heretofore supplemented and amended.
WHREAS pursuat to a wrtten request of the Company rna in
accordance with Section 103 of the Orginal Mortgage, Francis M. Pitt (then Indiv dua
Trutee under the Mortgage, as supplemented) ceased to be a tree thereund on
July 23, 1969, and al of his powers as Individua Truee have devolved upon the T stee
and its successors alone; and
WHEREAS by the Origin Mortgage the Company covenanted t at it
would execute and deliver such furter instrents and do such fuer acts as mig t be
necessar or proper to car out more effectually the puroses of the Original Mort age
and to make subject to the lien of the Orgin Mortgage any property thereafer acq . ed
intended to be subject to the lien thereof; and
WHEREAS the Company has heretofore executed and delive In
addition to the Original Mortgage, the indentues supplementa thereto, and has issu the
series of bonds, set fort in Exhbit A heret (the Orgina Mortgage, as supplem nted
and amended by the First though Fort-thrd Supplementa Indentues, being h rein
sometimes called the "Mortgage"); and
WHEREAS the Original Mortgage and the First though Fort-se ond
Supplemental Indentures have been appropriately filed or recorded in varous 0 cial
records in the States of Washington, Idao, Monta and Oregon, as set fort in the First
though Forty-third Supplementa Indentues and the Instrent of Furer Assur ce,
dated December 15,2001, hereinafer referrd to; and
WHEREAS the Fort-thd Supplementa Indentue, dated of
November i, 2008 has been appropriately fied or recorded, or delivered for fili g or
recordig, in the varous offcial records in the States of Washington, Idaho, Montan and
NY2 2010008.6 779483672868
Oregon, information as to such fiing and recording to be set fort in a subsetentsupplementa indentue; and I
WHREAS for the purose of confirming or perfecting the lien 0 the
Mortgage on certai of its propertes, the Company has heretofore executed and deli red
a Short Form Mortgage and Securty Agreement, in multiple counterpar dated of
varous dates in i 992, and such instent has been appropriately filed or recorded i the
varous offcial recrds in the States of Monta and Oregon; and
WHREAS for the purose of confrmng or perfecting the lien 0 the
Mortgage on certn of its propeies, the Company has heretofore executed and deli red
an Instrent of Furer Assurce dated as of December 15,2001, and such in ent
has been appropriately filed or recorded in the varous offcial records in the Stat s of
Washington, Idaho, Monta and Oregon; and
WHREAS in addition to the propert described in the Mortgag
Company has acquied cert other propert, rights and interests in propert; and
WHREAS Section 8 of the Orgial Mortgage provides that the fo of
each series of Bonds (other than the First Series) issued thereunder and of the coupo to
be attched to coupon Bonds of such series shall be estblished by Resolution 0 the
Board of Directors of the Company; that the form of such series, as established by sad
Board of Directors, shall specify the descriptive title of the Bonds and varous other rms
thereof; and that such series may also conta such provisions not inconsistent wi the
provisions of the Mortgage as the Board of Directors may, in its discretion, cause be
inserted therein expressing or referrg to the terms and conditions upon which uch
bonds are to be issued and/or securd under the Mortgage; and
WHREAS Section 120 of the Original Mortgage provides, among ther
thgs, that any power, privilege or right expressly or impliedly reserved to or in any way
conferred upon the Company by any provision of the Mortgage, whether such p wer,
privilege or right is in any way restrcted or is unestrcte, may be in whole or in par
waived or surendered or subjected to any restrction if at the time unestrcted r to
additiona restrction if already restrcte, and the Company may enter into any er
covenants, limitations or restrctions for the benefit of anyone or more series of b nds
issued thereunder, or the Company may cure any ambiguty contaned therein, or i any
supplementa indentue, by an insent in wrting executed and acknowledged b the
Company in such maner as would be necessar to entitle a conveyance of real est e to
record in all of the states in which any propert at the tie subject to the lien 0 the
Mortgage shall be situted; and
WHREAS the Company now desires to create a new series of bonds and
WHEREAS the execution and delivery by the Company of this F rt-
fourt Supplementa Indentue and the terms of the Bonds of the Fort-four S ries,
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NY2 201008.6 779483 672868
hereinafer refered to, have been duly authonzed by the Board of Directors 0
Company by appropriate Resolutions of said Board of Directors, and all thngs nece
to make ths Fort-four Supplementa Indentu a valid, binding and legal in
have been performed;
NOW, THREFORE, THIS INENTU WITNSSETH: Th the
Company, in consideration of the premises and of other good and valuable considera ion,
the receipt and sufciency whereof are hereby acknowledged, hereby confrms the e te,
title and rights of the Trute (including, without limitation, the lien of the Mortga on
the propert of the Company subjected thereto, whether now owned or here er
acquied) held as securty for the payment of both the principal of and interest and
premium, if any, on the Bonds from tie to tie issued under the Mortgage accord" g to
their tenor and effect and the performance of all the provisions of the Mortgage of
such Bonds, and, without limitig the generality of the foregoing, hereby confirm the
grant, bargai sale, release, conveyance, assignent, trsfer, mortgage, pledge, se ting
over and confrmation unto the Truee, contaed in the Mortgage, of al the folIo . g
described propertes of the Company, whether now owned or hereafer acquired, nam ly:
All of the propert, re, personal and mixed, of every character
and wheresoever situted (except any hereinafer or in the Mortgage
expressly excepted) which the Company now own or, subject to the
provisions of Section 87 of the Origial 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 anywse limtig or impaig by the enumeration of
the same the scope and intent of the foregoing or of any general
description contaned in Mortage) all lands, rea estate, eaements,
servtudes, nghts of way and leasehòld 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 electrcity, power houses, dam, dam sites,
reservoirs, flumes, raeways, diversion works, head works, waterways,
water works, water systems, gas plants, steam heat plants, hot water
plants, ice or refrgeration plants, stations, substations, offces, buildigs
and other works and stctues and the equipment thereof and all
improvements, extensions and additions thereto; all generators, machiery,
engines, tubines, boilers, dynamos, trformers, motors, electric
machies, switchboards, reguators, meters, electrcal and mechancal
appliances, conduits, cables, pipes and mais; all lines and systems for the
trmission and distbuton of electrc curent, gas, steam heat or water
for any purose; all towers, mais, pipes, poles, pole lines, conduits,
cables, wies, switch racks, insulators, compressors, pumps, fittings,
valves and connections; all motor vehicles and automobiles; all tools,
implements, apparatu, futue, stores, supplies and equipment; all
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NY2 201008.6 779483 672868
frchises (except the Company's franchise to be a corporation), licenses,
permits, rights, powers and privileges; and (except as hereinaer or in the
Mortgage expressly excepted) all the right, title and interest of the
Company in and to all other propert of any kid or natue.
The property so conveyed or intended to be so conveyed under the
Mortgage shall include, but shall not be limited to, the propert set fort in
Exhbit B hereto, the parcular description of which is intended only to
aid in the identification thereof and shall not be consed as limting the
force, effect and scope of the foregoing.
TOGETIR WITH all and singuar the tenements, hereditaen
appurenaces belongig or in anywse apperning to the aforesaid propert or an par
thereof, with the reversion and reversions, remaider and remaders and (subject t the
provisions of Section 57 of the Orginal Mortgage) the tolls, rents, revenues, i es,
eaings, income, product and profits thereof, and all the estate, right, title and in erest
and clai whatsoever, at law as well as in equity, which the Company now ha or may
hereafer acquire in and to the aforesaid propert and frchises and every par and cel
thereof.
THE COMPAN HEREBY CONFIRMS that, subject to the provisi s of
Section 87 of the Original Mortgage, all the propert, rights, and franchises acquir by
the Company afer the date thereof (except any hereinbefore or hereinafer or' the
Mortgage expressly excepte) are and shal be as fuly embraced withn the lien f the
Mortgage as if such propert, rights and franchises had ben owned by the Comp yat
the date of the Original Mortgage and had ben specifically described therein.
PROVIDED THT the following were not and were not intended 0 be
then or now or hereafer granted, bargained, sold, released, conveyed, assi ed,
trasferred, mortgaged, pledged, set over or confirmed under the Mortgage and wer , are
and shall be expressly excepted from the lien and operation of the Mo gage
namely: (1) cash, shares of stock and obligations (including bonds, notes and ther
securties) not hereafer specifically pledged, paid, deposited or delivered unde the
Mortage or covenanted so to be; (2) merchadise, equipment, materials or supplie held
for the purose of sale in the usua coure of business or for consumption in the ope tion
of any properties of the Company; (3) bils, notes and accounts receivable, all
contrcts, leases and operating agreeents not specificaly pledged under the Mo gage
or covenanted so to be; (4) electrc energy and other materials or products gene ated,
manufactued, produced or purchased by the Company for sale, distbution or use' the
ordinar course of its business; and (5) any propert heretofore released pursuat t any
provisions of the Mortgage and not heretofore disposed of by the Company; pro . ded,
however, that the propert and rights expressly excepted from the lien and operati n of
the Mortgage in the above subdivisions (2) and (3) shall (to the extent permittd b law)
cease to be so excepted in the event that the Trustee or a receiver or trtee shall nter
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¡
upon and tae possession of the Mortgaged and Pledged Propert in the maner prov,ded
in Aricle XII of the Orginal Mortgage by reaon of the occurence of a Compl ted
Default as defined in said Aricle Xß.
TO HA VE AN TO HOLD all such properties, real, personal and mi ed,
granted, bargaied, sold, releaed, conveyed, assigned, transferred, mortgaged, pled ed,
set over or confrmed by the Company in the Mortgage as aforesaid, or intended so t be,
unto the Trutee, and its successors, heir and assigns forever.
IN TRUST NEVERlHELESS, for the same puroses and upon the
terms, trst and conditions and subject to and with the same provisos and covenan
set fort in the Mortgage, ths Fort-four Supplementa Indentue being supplemen
the Mortgage.
AND IT is HEREBY FURlHER CONFIRMD by the Company th all
the terms, conditions, provisos, covenats and provisions contaned in the Mortgage hal
affect and apply to the propert in the Mortgage described and conveyed, and to the
estates, rights, obligations and duties of the Company and the Trutee and the
beneficiares of the trst with respect to said propert, and to the Trustee an its
successors in the tr, in the same maner and with the same effect as if the sad pro ert
had been owned by the Company at the time of the execution of the Orgina Mort e,
and had been specifically and at lengt describe in and conveyed to sad Trutee b the
Original Mortgage as a par of the propert therein stated to be conveyed.
The Company fuer covenats and agrees to and with the Truee an
successor or successors in such trst under the Mortgage, as follows:
ARTICLE I
Fort-fourth Series of Bonds
SECTION 1. (I) There shall be a Series of Bonds designated " irst
Mortgage Bonds, 7.25% Series due 2013" (herein sometimes referred to as the "Bon s of
the Fort-four Series"), each of which shal also bear the descriptive title irst
Mortgage Bond and the form thereof, which has been established by Resolution 0 the
Board of Directors of the Company, is set fort on Exhbit C hereto. The Bonds 0 the
Fort-four Series shall be issued as fuly registered Bonds in denomiations of ne
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 hall
be dated as in Section 10 of the Origina Mortgage provided. The Bonds of the F rt-
four Series shall be limited in aggrgate pricipal amount to $30,000,000 (excep for
Bonds of such series authenticated and delivered upon trsfer of or in exchange fì , or
in lieu of, other Bonds of such series).
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NY2 2010008.6 779483 672868
The Bonds of the Fort-four Series shall matue, shall bear intere
shall be payable as set fort below:
(a) the pricipal of Bonds of the Fort-four Series
(uness theretofore paid) be payable on the Stated Matuty Date (as here.
defied);
(b) the Bonds of the Fort-four Series shal bear intef st at
the rate of seven and twenty-five one hundredths percentu (7.25%) per um;
interest on such Bonds sha accrue from and including the date of the . 'tial
authentication and delivery thereof, except as otherwse provided in the fo of
bond attched hereto as Exhibit C; interest on such Bonds shall be payab e on
each Interest Payment Date and at Matuty (as each of such term is here' er
defied); and interest on such Bonds durng any period for which paym t is
made shal be computed on the basis of a 360-day year consisting of twelv 30-
days months;
(c) the pricipal of and premium if any, and interest on each
Bond of the Fort-four Series payable at Matuty shall be payable pon
presentation thereof at the offce or agency of the Company in the Borou h of
Manatt The City of New York, in such coin or curency as at the ti e of
payment is legal tender for public and private debts. The interest on each Bo d of
the Fort-fourt Series (other than interest payable at Matuty) shall be pa able
by check, in similar coin or curncy, mailed to the registered owner thereof of
the close of business on the Record Date (as hereinafer defined) next prec ding
eah Interest Payment Date; provided, however, that if such registered 0 er
shall be a securties deposita, such payment may be made by such other eans
in lieu of check as shall be ageed upon by the Company, the Trustee and such
registered owner; and, provided, fuer, that, so long as the Bonds of the rt-
four Series shall be held by an Institutional Investor (as hereiner defi ed),
payment of pricipal of and premium, if any, and interest on the Bonds the
Fort-four Series shall be payable in the maner specified in the Bond Pu bae
Agreement (as hereinaer defied).
(d) The Bonds of the Fort-four Series sha be redee
in whole at any time, or in par from time to time, at the option of the Comp
a redemption price equal to the greater of
(i) 100% of the principal amount of the Bonds emg
redeemed, and
(ii) the sum of the present values of the rem
scheduled payments of principal of and interest (not including any porton 0
scheduled payment of interest which accrued prior to the redemption date)
Bonds being redeemed discounted to the date of redemption on a semi
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NY2 2010008.6 779483 672868
basis (assuming a 360-day year consisting of twelve 30-day months) at a disc unt
rate equal to the Treasur Yield (as hereinaer defined) plus 50 basis points, .
I
plus, in the case of either (i) or (ü) above, whichever is applicable, acc
interest on such Bonds to the date of redemption.
( e) (i) "Treasur Yield" mean, with respect to any
redemption of Bonds of the Fort-four Series, the rate per anum equal t the
semianua equivalent yield to matuty of the Comparble Treasur I sue,
assuming a price for the Comparable Treaur Issue (expressed as a percen e of
its principal amount) equal to the Comparble Treaur Price. The Tre ur
Yield shall be calculated as of the third business day preceding the redem . on
date (the "Calculation Date").
(ii) "Comparble Treasur Issue" mean the U 'ted
States Treasur securty selected by an Independent Investment Baner as ha 'ng
a matuty comparle to the remainig term of the Bonds of the Fort-tl
Series tht would be utilized at the tie of selection and in accordance 'th
cusomar financial practice, in pricing new issues of corporate debt securiti s of
comparble maturty to the remaining term of the Bonds.
(ii) "Comparable Treasur Price" mean, (A) the
average of the bid and asked prices for the Comparable Treasur Issue (expre sed
in each case as a percentage of its pricipal amount) on the Calculation Dat , as
set fort in the H. i 5 Daily Update of the Federa Reserve Ban of New Yo or
(8) if such release (or any successor release) is not published or does not co tan
such prices on such business day, the Reference Treaur Dealer Quotatio for
the Calculation Date.
(iv) "H.15(519)" means the weekly statistical reI ase
entitled "Statistical Release H,15 (519)", or any successor publication, publi hed
by the Board of Governors of the Federal Reserve System.
(v) "H.15 Daily Update" means the daly updat of
H.15(519) available though the worldwide website of the Board of Governo s of
the Federal Reserve System or any successor site or publication.
(vi) "Independent Investment Baner" mean Key
Capita Markets Inc. or, if so determined by the Company, any other inde ent
investent banng institution of nationa stding appointe by the Com any
and reasonably acceptable to the Truee,
(vii) "Reference Treasur Dealer Quotation" means,
respect to the Reference Treasur Dealer, the average, as determined b
Trustee, of the bid and asked prices for the Comparble Treasur Issue (expr
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NY2 2010008.6 779483672868
in each cas as a percentage of its pricipal amount and quoted in wrting 1 the
Trutee by such Reference Treasu Dealer at 5:00 p.m. on the Calculation d:te).
(viii) "Reference Treasury Dealer" means a primar' U.S,
Governent securties deaer in New York City appointed by the Compan and
reasonably acceptable to the Trutee.
(II) (a) At the option of the registred owner, any Bonds
Fort-foúr Series, upon surender thereof for cancellation at the offce or agency fthe
Company in the Borough of Mantt The City of New York, shall be exchag able
for a like aggegate pricipal amount of Bonds of the same Series of other auth rized
denominations.
The Bonds of the Fort-four Seres shall be transferable, upo the
surender thereof for cancellation, together with a wrtten inent of trsfer in form
approved by the regist duly executed by the registered owner or by his duly auth rized
attorney, at the offce or agency of the Company in the Borough of Manatt, Th City
of New York.
Upon any exchage or trfer of Bonds of the Forty-four Sere , the
Company may make a charge therefor suffcient to reimburse it for any tax or t es or
other governenta chage, as provided in Section 12 of the Original Mortgage, b t the
Company hereby waives any right to make a charge in addition thereto or any exc ange
or trfer of Bonds of the Fort-four Series; provided, however, that the Co pany
shall not be requied to make any transfer or exchange of any Bonds of the Fort- ur
Series for a period of 10 days next precedig any selection of such Bonds for redem tion,
nor shall it be required to make transfers or exchange of any Bonds of the Fort- ur
Series which shall have been selected for redemption in whole or in par.
The Bonds of the Fort-four Series shall bear a legend as to such
form and the foregoing restrctions on tranfer substatially as set fort below:
The Bonds evidenced hereby have not been registered under the
Securties Act of 1933, as amended (the "Securties Act") and may
not be offered, sold, pledged or otherwse transferred in
contrvention of the Securties Act,
(III) For all purses of this Fort-four Supplementa Inde tu,
except as otherwse expressly provided or unless the context otherwse require, the
terms listed below, when used with respect to the Bonds of the Fort-four Series shall
have the meanngs specified below:
"Bond Purchase Agreement' means the Bond Puhase Agreement, ated
December 16, 2008, between the Company and the purchaser listed on Sc dule
A thereto.
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NY2 201008.6 779483 672868
"Business Day" mean any day, other than a Satuday or Sunday, whi his
not a day on which bang instutions or trst companes in The City of ew
York, New York are generally authorized or required by law, regulato or
executive order to reman closed.
"Institutional Investor" means (a) any original purchaser of a Bond 0 the
Fort-four Series, (b) any holder of a Bond of the Fort-fourt Series hol ing
(together with one or more of its afliates) more than $1,000,000 in aggre ate
principal amount of the Bonds of the Fort-four Series then outstadig, an (c)
any ban trt company, savings and loan association or other fi cial
instituon, any pension plan, any investment company, any insurance com y,
any broker or dealer, or any other similar fiancial institution or entity, regar less
of legal form.
"Interest Payment Date" means June 16 and December 16 in each ear,
commencing June 16,2009,
"Stated Maturity Date" means December 16, 2013.
"Maturity" means the date on which the principal of the Bonds 0
Forty-four Series becomes due and payable, whether at the Stated Ma
Date, upon redemption or acceleration, or otherwse.
"Record Date", with respect to any Interest Payment Date, mean the
close of business on the Business Day next preceding such Interest Payment ate.
(IV) Notwthstding the provisions of Section 106 of the Ori ina
Mortgage, as amended the Company shall not cause any Bonds of the Fort-fì ur
Series, or any portion of the principal amount thereof, to be deemed to have been p d as
provided in such Section and its obligations in respect thereof to be deemed t be
satisfied and dischaged prior to the Matuty thereof uness the Company shall de iver
to the Trustee either:
(a) an insent wherein the Company, notwthandin
effect of Section 106 of the Orgin Mortgage, as amended, in respect of
Bonds, shal assume the obligation (which shall be absolute and unconditio ) to
irrevocably deposit with the Trustee such additional sums of money, if an , or
additiona governent obligations (meeting the requirements of Section 10 ), if
any, or any combination thereof, at such tie or times, as shal be neces ar,
together with the money and/or governent obligations theretofore so depo . te,
to pay when due the principal of and premium, if any, and interest due d to
become due on such Bonds or portions thereof, all in accordance with and su ~ect
to the provisions of Secton 106; provided, however, that such instrent ay
stte that the obligation of the Company to make additional deposits as afOI1 said
shall be subject to the delivery to the Company by the Trustee of a n tice
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NY2 2010008.6 779483 672868
assertng the deficiency accompaned by an opinion of an independent acco~tat
showing the calculation thereof (which opinion shall be obtaed at the expen~e ofthe Company); or i
(b) an Opinon of Counsel to the effect that the holders of such
Bonds, or portions of the principal amount thereof, will not recognize inc me,
gai or loss for United States federal income ta puroses as a result 0 the
satisfaction and discharge of the Company's indebtedess in respect thereo and
will be subject to United States federal income ta on the same amounts, the
same ties and in the same maner as if such satisfaction and discharge h not
ben effected.
(V) The Bonds of the Fort-four Series shall have such fuer t rms
as are set fort in Exhbit C hereto. If there shall be a confict betwen the terms
form of bond and the provisions of the Mortgage, the provisions of the Mortgage
control to the extent perittd by law.
(V Upon the delivery of ths Fort-four Supplemental Inde tu,
Bonds of the Fort-fourt Series in an aggregate principal amount of $30,000,000 e to
be issued, upon the basis of Retired Bonds, and will be Outstading, in additi n to
$1,391,700,000 aggregate principal amount of bonds of prior series Outstading the
date of delivery of ths Fort-four Supplementa Indentue,
(VII) Anytng in ths Supplementa Indentue or the Bonds of the F rt-
four Series to the contrar notwthtading, any payment of principal of or premi , if
any, or interest on any Bond of the Fort-four Series that is due on a date other an a
Business Day shall be made on the next succeeding Business Day without inc1udin the
additiona days elapsed in the computation of the interest payable on such next
succeeding Business Day; provided, however, that if the Matuty Date of any Bon is a
date other than a Business Day, the payment otherwse due at Matuty shall be m e on
the next succeeding Business Day and shall include the additional days elapsed' the
computation of interest payable on such next succeeding Business Day.
ARTICLED
Miscellaneous Provisions
SECTION 1. The terms defined in the Original Mortgage shall, tì r all
puroses of ths Fort-four Supplementa Indentue, have the meangs specified i the
Original Mortgage.
SECTION 2. The Trutee hereby confrms its acceptace of the tr in
the Original Mortgage declared, provided, created or supplemented and agrees to pe orm
the same upon the terms and conditions in the Original Mortgage set fort includin the
followig:
10
NY2 201008.6 779483672868
The Trustee shall not be responsible in any maner whatsoever for or in
respect of the validity or suffciency of ths Fort-four Supplementa Indentue or or or
in respect of the recitas contaned herein, all of which recitas are made by the Co pany
solely. Each and every term and condition contaied in Arcle XVI of the .
Mortgage, shall apply to and form par of ths Fort-four Supplemental Indentue with
the same force and effect as if the same were herein set fort in ful, with such omis ions,
varations and inserions, if any, as may be appropriate to make the same conform the
provisions of ths Fort-four Supplementa Indentue.
SECTION 3. Whenever in ths Fort-four Supplementa Ind tue
either of the paries hereto is named or referred to, this shall, subject to the provisi of
Arcles XV and XVI of the Original Mortgage be deemed to include the successor and
assigns of such par, and all the covenats and agreements in this Fort- ur
Supplementa Indentue contaed by or on behalf of the Company, or by or on beh f of
the Trustee, or either of them, shall, subject as aforesad, bind and inur to the res ctive
benefits of the respective successors and assigns of such paries, whether so expres d or
not.
SECTION 4. Nothg in ths Fort-four Supplementa Inde tue,
expressed or implied, is intended, or shall be constred, to confer upon, or to give t , any
person, fi or corpration, other th the pares hereto, the holders of the onds
Outstading under the Mortgage, any right, remedy or claim under or by reason 0 ths
Fort-four Supplementa Indentue or any covenant, condition, stipulation, prom se or
agrement hereof, and all the covenats, conditions, stipulations, promises and
agreements in this Fort-four Supplementa Indentue contaed by or on behalf f the
Company shal be for the sole and exclusive benefit of the paries hereto, and f the
holders of the Bonds Outstading under the Mortgage.
SECTION 5. Ths Fort-four Supplemental Indentue shall be exe uted
in several counterpars, each of which shall be an original and all of which shall
constitute but one and the same instrent.
SECTION 6. The titles of the several Arcles of ths Forty- ur
Supplementa Indentue shall not be deemed to be any par thereof,
11
NY2 201008.6 779483 672868
IN WISS WHREOF, on the _ day of Decber, 2008, A VIS~A
CORPORATION ha caus its corprate nae to be herto afxed, and's
inent to be signed and seaed by its Presdent or one of its Vice Presidents, and ts
corpte sea to be attted by its Corporate Secet or one of its Assistant Corp te
Secetes for and in its bef, all in The City of Spokae, Wasgton, as of the dåy
and year fi above wrtten and on the _ day of Decber, 2008, CIAN N. ' .,
ha caed its coiprate nae to be herto affxed and ths insent to be signed d
seaed by its Prden or one of its Vice Prsidents or one of its Senor Tru Offcer r
one of its Trut Offce and its corate sea to be attesed by one of its Vice Preside. ts
or one of its Trust Offces, all in The City of New York, New York, as of the day d
year fit above wntten,
AVISTA CORPORATION
By rlA !liQQ
Name: AI M. Wilso;:
Title: Vice President & Treaser
Attes:
Suev y. ii~
Name: Susan Y. Miner
Title: Assistt Corprate Secet
Executed seaed and delivered
by AVISTA CORPORATION
in the prce of:
./(..th1 Cbl\~
Name: Tam Ju~
y¡-z~
Name: Paul W. Kiball
FORTY-fURm (44"~ SUAL INEl
Name: J Hanon
ice President
Exe ted, sealed and delivered
by CITIBANK, N.A.,~=;. ti;::;
Name: Marion O'Connor
I.0)
./.i
Name: ~i~.is Piscitelli
~../
FORTY-FOURTH (4411) SUPPL.EMENTAL INDENTURE
CITIBAI\O
STATE OF NEW YORK )
) ss,:COUNTY OF NEW YORK )
On the _ day of December, 2008 before me personally appeard afaa
Orfy, to me known to be a Vice President of CITIBANK, N .A" one of the corpo tions
that executed the withn and foregoing instrent, and acknowledged said instr ent to
be the free and voluntary act and deed of said Corporation for the uses and p
therein mentioned and on oath stated that (s )he was authorized to execute said ins
and that the seal affixed is the corporate seal of said Corporation,
On the _ day of December, 2008, before me, a Notar Public in
the State and County aforesaid, personally appeared Wafaa Orf, known to me t be a
Vice President ofCITIBANK, N.A., one of the corporations that executed the with n and
foregoing instrent and acknowledged to me tht such Corporation executed the s e.
IN WITNESS WHEREOF, I have hereunto set
official seal the day and year first above written.
Nota Stamp
ZENAIDA SANTIAGO
NOTARY PUBLIC-STATE OF NEW YORK
No,OlSA6152564
Qualified In Kings Count
,.....rrlsslon Expires September 8. 2019
FORTY-FOURTH (4411~ SUPPLEMENTAL INDENTURE
STATE OF WASHINGTON)
) 8S,:COUNTY OF SPOKA )
On the _ day of December, 2008, before me peonally appeaed
M. Wilson, to me known to be a Vice Presdent of A VITA CORPORATION, one of
corprations that executed the with and foregoin inent, and acknwledged
insent to be the free and volunta ac and dee of sad Corpration for the uses
puroses therei mentioned and on oath stte th (s)he was authoried to execute
intrent and that the sea afed is the corate sea of said Corporation.
On the _ day of Decbe, 2008, before me, a Nota Public in and t1 r
the State an County aforesd, persnay apeaed An M. Wilson, known to me to be a
Vice President of AVISTA CORPORATION, one ofthecoiprations that exected e
withn and foregoing intrent and acknowledged to me tht such Corporation exect
the same.
IN WITSS WHREOF, I have herunto set my hand and affxed
offcial seal the day and yea firs above wrtten,
~Ýl&~
Nota Public
FORTY-FURTH (44'" SUPPLENAL 1N
EXHBI fA
MORTGAGE, SUPPLEMENTAL INENTURS
AN SERIS OF BONDS
MORTGAGE OR DATED AS OF SERIS PRINCIPAL PRINCIPAl
SUPPLEMENTAL AMOUNT AMOUNT
INDENTUE NO,DESIGNATION ISSUED OUTSANDll'G
Orginal June i, 1939 1 3-1/2% Series $22,000,000 None
due 1964
First October I,2 3-3/4% Series 30,000,000 None
1952 due 1982
Second May I, 1953 3 3-7/8% Series 10,000,000 None
due 1983
Third December I,None
1955
Fourt March 15,None
1957
Fift July i, 1957 4 4-7/8% Series 30,000,000 None
due 1987
Sixth Januar I,5 4-1/8% Series 20,000,000 None
1958 due 1988
Seventh August I,6 4-3/8% Series 15,000,00 None
1958 due 1988
Eighth Januar I,7 4-3/4% Series 15,000,000 None
1959 due 1989
Ninth Januar 1,8 5-3/8% Series 10,000,000 None
1960 due 1990
Tenth April I, 1964 9 4-5/8% Series 30,000,000 None
due 1994
Eleventh March 10 4-5/8% Series 10,000,000 None
1,1965 due 1995
Twelfth May 1,1966 None
Thirteenth August i,II 6 % Series due 20,000,000 None
1966 1996
Fourteenth April 1, 1970 12 9-1/4% Series 20,000,000 None
due 2000
Fifteenth May i, 1973 13 7-7/8% Series 20,000,000 None
due 2003
Sixteenth Februar 1,14 9-3/8% Series 25,000,000 None
1975 due 2005
Seventeenth November 1,15 8-3/4% Series 30,00,000 None
1976 due 2006
Eighteenth June 1, 1980 None
Ninetenth Januar 1,16 14-1/8% Series 40,000,000 None
1981 due 1991
NY2 201008.6 779483 672868
Twentieth August 1,17 15-3/4% Series 60,000,000 None
1982 due 1990- I 992
Twenty-Firt September 1,18 13-1/2% Series 60,000,00 None i
i1983due 2013 i¡
Twenty-Second March I,19 13- 1/4% Series 60,000,000 None ,
1984 due 1994 i
Twenty-Third December I,20 9-114% Series 80,000,00 None!
1986 due 2016 iTwenty-Four Januar 1,21 10-3/8% Series 50,000,000 None
1988 due 2018
Twenty-Fift October I,22 7-1/8% Series 66,700,000 None
1989 due 2013
23 7-215% Series 17,000,000 None
due 2016
Twenty-Sixth April I, 1993 24 Secured 250,000,000 48,000,0(P
Medium-Term
Notes, Series A
($250,000,000
authorized)
Twenty-Seventh Januar 1,25 Secured 161,000,000 5,000,00
1994 Medium-Term
Notes, Series 8
($250,000,000authoriz)
Twenty-Eighth September 1,26 Collatera Series 220,000,000 None
2001 due 2002
Twenty-Ninth December I,27 7.75% Seres 150,000,000 None
2001 due 2007
Thirtieth May 1,2002 28 Collateral Series 225,000,000 None
due 2003
Thirt-first May 1,2003 29 Collatera Series 245,000,000 None
due 2004
Thirt-second September 1,30 6.1 25% Series 45,000,000 45,000,OCP
2003 due 2013
Thirt-third t\ay 1, 2004 31 Collatera Series 350,000,000 None
due 2005
Thir-four November 1,32 5.45% Series 90,000,000 90,000,OCO
2004 due 2019
Thir-fift Deember 1,33 Collate Series 88,850,000 50,000,OCO
2004 2004A
Thirt-sixth December 1,34 Collateral Series 66,700,000 None
2004 2004B
35 Collatera Series 17,000,000 None
2004C
Thirt-seventh December 1,36 Collateral Series 350,000,000 None
2004 20040
Thirt-eighth May 1,2005 37 Collateral Series 66,700,000 66,7oo,() 0
20058
38 Collateral Series 17,000,000 17,000,0(0
2005C
NY2 2010008.6 779483672868
A-2
Thirt-ninth November 1,39 6.25% Series 100,000,000 100,000,00
2005 due 2035
50,000,000 50,000,00(
Fortieth April 1, 2006 40 Collateral Series 320,000,000 320,000,00
due 2011
Fort-first December 1,41 5.70% Series 150,000,000 150,000,00
2006 due 2037
Fort-second April 1,2008 42 5.95% Series 250,000,000 250,000,00
due 2018
Fort-third November 1,43 Collateral Series 200,000,000 200,000,00
2008 2008A
-
NY2 201008.6 779483 672868
A3
First
EXHfTB
i
i
¡
PROPERTY ADDITIONS
,,
TH ADDITIONAL ELECTRC SUBSTATIONS AN SUBSTA 1tON
iSITES OF THE COMPAN, in the State of Idaho, including all buildings, stctes,
towers, poles, equipment, appliances and devices for tranforming, convertg i and
distrbuting electrc energy, and the lands of the company on which the same are sittted
and all of the company's rea estate and interests therein, machinery, equip ent,
appliances, devices, appurenances and supplies, franchises, permits and other right and
other property forming a par of said substtions or any of them, or used or enjoy d or
capable of being used or enjoyed in connection with any thereof, including, bu not
limited to, the followig situted in the States of Idaho, to wit:
1. Kootenai County, Idaho: "Appleway 11SkV Substation; Propert No, I -K-
037; Grantor: Kootenai Electrc Cooperative, Inc.; West Half of Trac 38,
Frutland Addition, situte in Section 2, Township SO Nort, Rage 4 est,
B.M.
NY2 201008.6 779483 672868
EXHITC
(Form of Bond)
The Bonds evidenced hereby have not been regstered 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.
PPN
A VISTA CORPORATION
Fir Mortgage Bond,
7.25% Series due 2013
REGISTERED REGIST RED
NO.$
AVISTA CORPORATION, a corporation of the State of Washi gton
(hereinafter called the Company), for value received, hereby promises to pay to
, or registered assigns, on December 16,2013,
and to pay the registered owner hereof interest thereon semi-anually in arears on June
16 and December 16 in each year (each such date being hereinafer called an" erest
Payment Date"), commencing June 16, 2009 and at Matuty (as hereinafer defin ), at
the rate of seven and twenty-five one hundredths percentu (7,25%) per ur
computed on the basis of a 360-day year consisting of twelve 30-day months, un '1 the
Company's obligation with respt to the payment of such principal shal have been
discharged, Ths bond shall bea interest from December (16), 2008 or from the most
recent Interest Payment Date on or prior to the date of ths bond to which intere t has
been paid. The principal of and premium, if any, and interest on this bond paya Ie at
Matuty shall be payable upon presentation hereof at the offce or agency the
Company in the Borough of Manatt, The City of New York, in such coin or c ency
of the United States of America as at the time of payment is legal tender for publi and
private debts. The interest on ths bond (other than interest payable at Maturty) sh 1 be
paid by check, in the simlar coin or curency, mailed to the registered owner hereo as of
NY2 2010008.6 779483 672868
the close of business on the the Business Day next precedg each Interest Payment .
(each such date being herein called a "Record Date"); provided, however, that if
registered owner shal be a securties deposita, such payment shall be made by
other means in lieu of check as shall be agreed upon by the Company, the Truste and
such registered owner; and provided furter that, so long as this Bond shall be held y an
Institutional Investor (as defined in the Fort-four Supplementa Indenture referr d to
below), payment of principal of and premium, if any, and interest on ths Bond sh 1 be
payable in the maner specified in the Bond Purchase Agreement (as defined in . uch
Fort-four Supplementa Indentu). Interest payable at Matuty shall be paid t(j the
person to whom principal shall be paid. As used herein, the term "Matuty" shall itean
the date on which the principal of this bond becmes due and payable, whether at s ted
matuty, upon redemption or acceleration, or otherwse,
Ths bond is one of an issue of bonds of the Company issuable in s ries
and is one of a series known as its First Mortgage Bonds, 7.25% Series due 201 , all
bonds of all such series being issued and issuable under and equally secured (e cept
insofar as any sinking or other fud, established in accordace with the provisions the
Mortgage hereinaer mentioned may afford additional security for the bonds 0 any
paricular 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 Wa ' gton
Water Power Company) to City Ban Farers Tru Company and Raph E. Mort , as
Trustees (Citiban, N.A., successor Trustee to both said Trutees), The Ori inal
Mortgage has been amended and supplemented by varous supplementa inden es,
including the Fort-four Supplementa Indentue, dated as of December 1, 2008 (the
"Fort-four Supplementa Indentue"), and, as so amended and supplemented, is h rein
called the "Mortgage". Reference is made to the Mortgage for a description 0 the
propert mortgaged and pledged, the natue and extnt of the securty, the rights the
holders of the bonds and of the Trutee in respect thereof, the duties and imunti s of
the Trute and the terms and conditions upon whch the bonds are and are to be se ured
and the circumstaces under which additional bonds may be issued. If there shall be a
conflct between the terms of ths bond and the provisions of the Mortgage the
provisions of the Mortgage shall control to the extent permitted by law. The hoI r of
this bond, by its acceptace hereof, shall be deemed to have consented and agreed 0 all
of the terms and provisions of the Mortgage and, fuer, in the event that such hIder
shal not be the sole beneficial owner of ths bond, shal be deemed to have agreed t use
all commercially reasnable efforts to cause all direct and indirect beneficial own of
this bond to have knowledge of the term and provisions of the Mortgage and 0 ths
bond and to comply therewith, including parcularly, but without limitation, any
provisions or restrctions in the Mortgage regarding the transfer or exchange of such
beneficial interests and any legend set fort on ths bond.
The Mortgage may be modified or altered by afrmative vote 0 the
holders of at leas 60% in principal amount of the bonds outstanding under the Mort age,
considered as one class, or, if the rights of one or more, but less than all, series of nds
C-2
NY2 2010008.6 779483 672868
I,
then outstading are to be afected, then such modification or alteration may be effected
with the affative vote only of 60% in pricipal amount of the bonds outstadig of the
series so to be affected, considered as one class, and, fuermore, for limited pU1ses,
the Mortgage may be modified or altered without any consent or other action of ho1fers
of any series of bonds. No modification or alteration shall, however, permt an extenpion
of the Matuty of the principal of, or interest on, ths bond or a reduction in uch
principal or the rate of interest hereon or any other modification in the terms of pa ent
of such principal or interest or the creation of any lien equa or prior to the lien 0 the
Mortgage or deprive the holder of a lien on the mortgaged and pledged propert wi out
the consent of the holder hereof.
As provided in the Mortgage and subject to certn limitations therei
fort, this bond or any portion of the pricipal amount heref will be deemed to ave
been paid if there has been irevocably deposited with the Trustee moneys or d rect
obligations of or obligations guantee by the United States of America, the princip 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 hen
due the principal of and premium if any, and interest on ths bond when due.
The principal hereof may be declared or may become due prior t
stated matuty date on the conditions, in the maner and at the time set fort i
Mortgage, upon the occurence of a Completed Default as in the Mortgage provided,
The Mortgage contans terms, provisions and conditions relating t
consolidation or merger of the Company with or into, and the conveyance or
trafer, or lease, of assets to, another corpration and to the assuption by such ther
corpration, in certn cirumstaces, of all of the obligations of the Company unde the
Mortgage and on the bonds secured thereby.
In the maner prescribed in the Mortgage, ths bond is tranferable b the
registered owner hereof in person, or by his duly authorized attorney, at the off or
agency of the Company in the Borough of Manatt The City of New York, pon
surender and cancellation of ths bond, together with a wrtten instrent of sfer
whenever requird by the Company duly executed by the registered owner or by its uly
authorized attorney, and, thereupon, a new fuly registered bond of the same series or a
like principal amount will be issued to the tranfer in exchage herefor as provid d in
the Mortgage, The Company and the Trutee may deem and treat the person in ose
name ths bond is registered as the absolute owner hereof for the purpose of rece ving
payment and for all other puroses.
In the maner prescribed in the Mortgage, any bonds of ths series, pon
surender thereof for cacellation at the offce or agency of the Company in the Bor ugh
of Manattan, The City of New York, are exchageable for a like aggregate prin ipal
amount of bonds of the same series of other authori denominations.
C-3
NY2 201008.6 779483 672868
The bonds of ths series shall be redeemable in whole at any time or in
par from time to tie, at the option of the Company, upon notice maled as provided in
Section 52 of the Mortgage, at the option of the Company at a redemption price equal to
the greater of
100% of the pricipal amount of the bonds being redeered,
i,
!
(b) the sum of the present values of the remaining sche4uled
payments of principal of and interest (not including any portion of any schequled
payment of interest which accrued prior to the redemption date) on the ~nds
being redeemed discounted to the date of redemption on a semianua asis
(assuming a 360-day year consistig of twelve 30-day months) at a discoun rate
equal to the Treasur Yield (as hereinafer defined) plus 50 basis points,
(a)
and
plus, in the case of either (i) or (ii) above, whichever is applicable, accrued intere ton
such Bonds to the date of redemption.
"Treasur Yield" mean, with respect to any redemption of the bon of
ths series, the rate per anum equa to the semianua equivalent yield to matuty f the
Comparable Treasur Issue, assumg a price for the Comparable Treasur ssue
(expressed as a percentage of its principal amount) equa to the Comparable Tre y
Price. The Treasur Yield shall be caculated as of the thrd business day precedin the
redemption date (the "Calculation Date").
"Comparable Treasur Issue" means the United States Treasur se urty
selected by an Independent Investent Baner as having a maturity comparble t the
remaing term of the Bonds of the Fort-four Series tht would be utilized, at the time
of selection and in accordace with customar fiancial practice, in pricing new iss s of
corporate debt securties of comparable matuty to the remaining term of the bonds.
"H.15( 519)" means the weekly statistical release entitled "Stati tical
Release H.15 (519)", or any successor publication, published by the Board of Gove ors
of the Federal Reserve System.
"Comparble Treaur Prce" means, (A) the average of the bid and
prices for the Comparable Treaur Issue (expressed in each case as a percentage
pricipal amount) on the Calculation Date, as set fort in the H.15 Daily Update
Federal Reserve Ban of New York or (B) if such release (or any successor release) s not
published or does not contan such prices on such business day, the Reference Tre ur
Dealer Quotation for the Calculation Date,
"H.t5 Daily Update" means the daily update of H,15(519) ava lable
though the worldwide website of the Board of Govemors of the Federal Reserve S stem
or any successor site or publication.
C-4
NY2 201008.6 779483672868
"Independent Investment Baner" means KeyBanc Capita Markets Inc.
or, if so determed by the Company, any other independent investment baning
institution of national stding appointed by the Company and reasonably acceptabii tothe Trustre. i
"Reference Treas Dealer Quotation" means, with respect to ~ the
Reference Treasur Dealer, the average, as determined by the Trustee, of the bid and
asked prices for the Comparble Treasur Issue (expressed in each case as a percen ge
of its principal amount and quoted in wrting to the Trustee by such Reference Tr ur
Dealer at 5:00 p,m. on the Calculation Date).
"Reference Treasur Dealer" means a primar U.S, Governent sec
dealer in New York City appointed by the Company and reasonably acceptable t
Trustee.
No recourse shal be had for the payment of the principal of or premi if
any, or interest on ths bond agains any incorporator or any past, present or tue
subscriber to the capita stock, stockholder, offcer or director of the Company or 0 any
predecessor or successor corporation, as such, either directly or though the Comp or
any predecessor or successor corpration, under any rue of law, statute or constituti n or
by the enforcement of any assessment or otherwse, all such liabilty of incorpora ors,
subscribers, stockholders, offcers and directors being released by the holder or 0 er
hereof by the acceptace of ths bond and being likewise waived and released b the
terms of the Mortgage.
Ths bond shal not become obligatory until Citiban, N,A., the T
under the Mortgage, or its successor thereunder, shall have signed the form of cer
endorsed hereon.
C-5
NY2 201008.6 779483 672868
IN WITNESS WHREOF, AVISTA CORPORATION has causedi this
bond to be signed in its corporate name by its President or one of its Vice Presiden~s by
his signatue or a facsimle thereof, and its corporate seal to be impressed or imprfted
hereon and attsted by its Corporate Secreta or one of its Assistt Corpørate
Secretaes by his signtue or a facsimile thereof, :
Dated:AVISTA CORPORATION
By:
ATTST:
C-6
NY2 201008.6 779483 672868
TRUSTEE'S CERTIFICATE
This bond is one of the bonds of the series herein designated, described or
provided for in the with-mentioned Mortgage,
CITIBANK. N.A.
Trustee
By
Authorid Signatory
C-7
NY2 2010008.6 779483 672868
ASSIGNMNT CERTIFCATE
FOR VALUE RECEIVED the undersigned hereby sells, assigns land
trsfers unto
(pleae insert soial securty or other identifYing number of assignee)
(please print or tywrte name and addrss of assignee)
the within bond of AVISTA CORPORATION and does hereby irrevocably cons tute
and appoint , Attorney, to transfer said bond on the books 0 the
with-mentioned Company, will ful power of substtution in the premises.
Dated:
Notice: The signtue to this assi
must correspond with the name as tten
upon the face of the bond in every pari war
without alteration or enlargement or any
chage whatsoever.
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NY2 201008.6 779483 672868