20110111Report - Sales of Securities.pdf

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on: Jean D. Jewell, Secretar
Case No. AVU-U-1O-02
We are submitting the followig information in compliance with the Commssion's Order No. 32120 under Case No.
A VU~U-L 0-02 for the sale of $150,000,000 of secured fixed rate bonds.
On December 20, 2010, Avista Corporation (Avista Corp. or the Company) issued $52.0 milion ofJ.89 percent
FirstMortgage Bonds due in 2020 and $35.0 million of 5.55 percent First Mortgage Bonds due in 2040 pursuant to a
bond purchase agreement with certin institutional investors in the private placement market. The new First
Mortgage Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as o( June 1,
1939, from the Company to Citiban, N.A., trstee, as amended and supplemented by varous supplemental
indentures and other instruents.
The total net proceeds from the sale of the new bonds of $86.6 million (net of placement agent fees and before
Avista Corp.'s expenses) were used to redeem $45.0 milion of 6.125 percent First Mortgage Bonds due in
December 2013 and $30.0 million of 7.25 percent First Mortgage Bonds due in September 2013. These First
Mortgage Bonds were redeemed on December 20, 2010 at par plus a make-whole redemption premium of $10.7
milion. In accordance with regulatory accounting practices, the make-whole redemption premium wil be amortized
over the life of the new debt issued.
On December 30, 2010, Avista Corporation (Avista Corp. or the Company) issued $50.0 milion of 1.68 percent
First Mortgage Bonds (Bonds) due in 2013 pursuant to a bond purchase agreement with a certin institutional
investor in the private placement market. The Bonds were issued under and in accordance with the Mortgage and
Deed of Trust, dated as of June 1, 1939, from the Company to Citiban, N.A., trustee, as amended and supplemented
by varous supplemental indentures and other instrments.
The net proceeds from the issuance of the Bonds of $49.8 millon (net of placement agent fees and before Avista
Corp.'s expenses) were used to repay a portion of the borrowings outstanding under the Company's $320.0 million
commtted line of credit.
Attached are the term sheet for the three deals and supplemental indentues that were entered into in connection to
these securities. If the private placement agreements are needed, please let us know.
Please contact Damien Lysiak at [phone] if you have any questions.
Sincerely,~..-~
DianeC. Thoren
Treasurer
Enclosure
(;E
Avista Corp itl l I 1M 9: 44131 l JAil 1m
Pricing Term Sheet
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
Issuer:Avista Corp
Security:1.68% First Mortgage Bonds due 2013
Ratings* (Moody's/S&P/Fitch):Baal / BBB+ / BBB+
Principal Amount:$50,000,000
Maturity:December 30, 2013
Coupon:1.68%
Interest Payment Dates:June 30 and December 30, commencing June 30, 2011
Benchmark Treasury:0.50% due November 15,2013
Benchmark Treasury Yield:0.68%
Spread to Benchmark Treasury:+ 100 bps
Yield to Maturity:1.68%
Price:100%
Funding Date:Scheduled for December 30, 2010
Redemption Provisions:
Make-Whole Call:Make whole call at T + 50 bps
Use of Proceeds:Net proceeds from the sale of the Bonds wil be used to
refinance existing indebtedness and for other general
corporate purposes
* Note: A security rating is not a recommendation to buy, sell or hold securities, it may be revised or withdrawn at
any time by the assigning rating organization and each rating presented should be evaluated independently of any
other rating.
J.EMorgan
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Carp.
$87 million First Mortgage Bonds
Dear Investor:
On behalf of Avista Corporation ("Avista" or the "Company"), J.P. Morgan Securities LLC ("J.P. Morgan")
is pleased to confirm the following circles of the Company's First Mortgage Bonds (the "Securities").
The pricing details for the Securities are as follows:
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Benchmark US Treasury
Quoted Yield'
Credit Spread (bps)
2.625% due 11/20
2.89
100
30 Year
4.250% due 11/40
425
130
10
Final Coupon 3.89%
Final Maturity December 20, 2020
'AsshöwnörÏpageP)(1ofBlöombergãndon pãge2 this memo
Participants in the offering are as follows:
5.55%
December 20, 2040
10 Year Bullet Maturity 30 Year Bullet Maturity Total
$24,000,000 $11,000,000 $35,000,000--$18,000,000 $8,000,000 $26,000,000
$11,000,000 $11,000,000.$10,000,000 $10,000,000
$5,000,000 $5,000,000
TOTAL $52,000,000 $35,000,000 $87,000,000
The transaction is expected to close on December 17, 2010 and fund on December 20, 2010. The
interest payment dates will be June 1 and December 1 going forward, with the first interest payment date
occuring on June 1, 2011.
Details on due diligence will be provided shortly.
Once again, on behalf of the Company, we thank you for your participation in this offering.
J.P. Morgan Securities LLC
"
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AVISTA CORPORATION
TO
CITIBANK, N.A.
As Successor Trustee under
Mortgage and Deed of Trust,
dated as of June 1, 1939
Fort-ninth Supplemental Indenture
Providing among other things for a series of bonds designated
"First Mortgage Bonds, 3.89% Series due 2020"
Due December 20. 2020
and
"First Mortgage Bonds, 5.55% Series due 2040"
Due December 20, 2040
Dated as of December i, 2010
NY2 206 i 209.7
FORTY-NIH SUPPLEMENTAL INDENTUR
THIS INDENTUR, dated as of the 1st day of December, 2010, between
AVISTA CORPORATION (formerly known as The Washington Water Power
Company), a corporation of the State of Washigton, whose post offce address is
1411 East Mission Avenue, Spokane, Washington 99202 (the "Company"), and
CITIBANK, N.A., formerly Firs National City Ban (successor by merger to First
National City Trust Company, formerly City Ban Farers Trust Company), a national
banng association incorporated and existing wider the laws of the United States of
America, whose post offce addres is 388 Greenwich Street, 14th Floor, New York, New
York 10013 (the "Trustee"), as Trustee wider the Mortgage and Deed of Trust, dated as
of Jwie 1, 1939 (the "Original Mortgage"), executed and delivered by the Company to
secure the payment of bonds issued or to be issued under and in accordance with the
provisions thereof, this indentue (the "Fort-ninth Supplementa Indenture") being
supplemental to the Original Mortgage, as heretofore supplemented and amended.
WHEREAS pursuant to a wrtten request of the Company made in
accordace with Section 103 of the Original Mortgage, Francis M. Pitt (then Individual
Trustee wider the Mortgage, as supplemented) ceased to be a trustee thereunder on
July 23, 1969, and all of his powers as Individual Trutee have devolved upon the Trustee
and its successors alone; and
WHREAS by the Orgina Mortgage the Company covenanted that it
would execute and deliver such fuher insents and do such fuher acts as might be
necessa or proper to car out more effectually the puroses of the Original Mortgage
and to make subject to the lien of the Orginal Mortgage any propert thereafer acquired
intended to be subject to the lien thereof; and
WHREAS the Company has heretofore executed and delivered, in
addition to the Orginal Mortgage, the indentues supplementa thereto, and has issued the
series of bonds, set fort in Exhibit A hereto (the Orginal Mortgage, as supplemented
and amended by the First through Fort-eighth Supplementa Indenturs, being herein
sometimes called the "Mortgage"); and
WHEREAS the Orginal Mortgage and the First though Forty-seventh
Supplementa Indentures have been appropriately fied or recorded in various offcial
records in the States of Washington, Idao, Montaa and Oregon, as set forth in the First
thugh Fort-eighth Supplementa Indentues and the Instrent of Furher Assurance,
dated December 15, 2001, hereinafr referred to; and
WHEREAS the Fort-eighth Supplemental Indenture, dated as of
December 1, 2010 is to be appropriately filed or recorded in the various official records
in the States of Washigton, Idaho, Montana and Oregon, information as to such fiing
and recording to be set fort in a subsequent supplementa indenture; and
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NY22061209.7
WHREAS for the purose of confrming or perfecting the lien of the
Mortgage on certn of its properties, the Company has heretofore executed and delivered
a Short Form Mortgage and Securty Agreement, in multiple counterpars dated as of
varous dates in 1992, and such instrent has been appropriately fied or recorded in the
various offcial records in the States of Montana and Oregon; and
WHEREAS for the purose of confirming or pedecting the lien of the
Mortgage on certin of its properties, the Company has heretofore executed and delivered
an Instrent of Furer Assuce dated as of December i 5, 2001, and such instrent
has been appropriately filed or recorded in the varous offcial records in the States of
Washington, Idaho, Montaa and Oregon; and
WHEREAS in addition to the propert described in the Mortgage the
Company has acquied certain other propert, rights and interests in propert; and
WHREAS Section i 20 of the Original Mortgage, as heretofore amended,
provides that, without the consent of any holders of bonds, the Company and the Trutee,
at any time and from time to time, may enter into indentues supplementa to the Original
Mortgage for varous puroses set fort therein, including, without limitation, to cure
ambiguities or correct defective or inconsistent provisions or to make other changes
therein that shall not adversely affect the interests of the holders of bonds of any series in
any material respect or to establish the form or terms of bonds of any series as
contemplated by Aricle II; and
WHEREAS the Company now desires to amend Section 5.2 in Article X
of the Original Mortgage as set fort in Artcle N hereof; and
WHEREAS Section 8 of the Original Mortgage, as heretofore amended,
provides that the form of each series of bonds (other than the First Series) issued
thereunder and of the coupons to be attched to coupon bonds of such series shall be
established by Resolution of the Board of Directors of the Company or by Treasurer's
Certificate, or shall be set forth in an indentue supplementa to the Original Mortgage;
that the form of such series, as so established, shall specify the descriptive title of the
bonds and varous other terms thereof; and that such series may also contan such
provisions not inconsistent with the provisions of the Mortgage as the Company may, in
its discretion, cause to be inserted therein expressing or referrg to the terms and
conditions upon which such bonds are to be issued and/or secured under the Mortgage;
and
WHREAS the Company fuer desires to create two new series of
bonds; and
WHEREAS the execution and delivery by the Company of this Fort-
ninth Supplementa Indentue and the ters of the Bonds of the Fiftieth and Fift-first
Series, hereinafer referred to, have been duly authorized by the Board of Directors of the
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NY22061209.7
Company by appropriate Resolutions of said Board of Dirctors, and all thngs necessary
to make this Fort-ninth Supplemental Indentue a valid, binding and legal instrment
have been performed~
NOW, THREFORE, THIS INENTURE WITNESSETH: That the
Company, in consideration of the premises and of other good and valuable consideration,
the receipt and suffciency whereof are hereby acknowledged, hereby confrms the estate,
title and rights of the Trutee (including, without limitation, the lien of the Mortgage on
the propert of the Company subjected thereto, whether now owned or hereafter
acquired) held as securty for the payment of both the principal of and interest and
premium, if any, on the bonds from tie to time issued under the Mortgage according to
their tenor and effect and the performance of all the provisions. of the Mortgage and of
such bonds, and, without limiting the generality of the foregoing, hereby confirms the
grant, bargain, sae, release, conveyance, assignent, transfer, mortgage, pledge, setting
over and confrmation unto the Truee, contaned in the Mortgage, of all the following
described properties of the Company, whether now owned or hereafer acquired, namely:
All of the property, real, persona and mixed, of every character
and wheresoever situted (except any hereinafter or in the Mortgage
expressly excepted) which the Company now owns or, subject to the
provisions of Section 87 of the Orginal Mortgage, may hereafer 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 limitig or impairing by the enumeration of
the sae the scope and intent of the foregoing or of any general
description contaed in Mortgage) all lands, re estate, eaements,
servitudes, rights of way and leaehold 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, dams, dam sites,
reservoirs, flumes, raceways, diversion works, head works, waterways,
water works, water system, gas plants, steam heat plants, hot water
plants, ice or refrgeration plants, stations, substations, offces, buildings
and other works and stctues and the equipment thereof and all
improvements, extensions and additions thereto; all generators, machinery,
engines, tubines, boilers, dynamos, transformers, motors, electric
machines, switchboards, regulators, meters, electrcal and mechancal
appliances, conduits, cables, pipes and mais; all lines and systems for the
transmission and distbution of electrc curent, gas, steam heat or water
for any purose; all towers, mais, pipes, poles, pole lines, conduits,
cables, wires, switch racks, insulators, compressors, pumps, fittings,
valves and connections~ all motor vehicles and automobiles; all tools,
implements, apparatus, futue, stores, supplies and equipment~ all
franchises (except the Company's franchise to be a corpration), licenses,
4
NY22061209.7
permits, rights, powers and privileges; and (except as hereinafter or in the
Mortgage expressly excepted) all the right, title and interest of the
Company in and to all other propert of any kind or natue.
TOGETHER WITH all and singular the tenements, hereditaments and
appurenances belonging or in anywse appertining to the aforesaid propert or any par
thereof, with the reversion and reversions, remainder and remainders and (subject to the
provisions of Section 57 of the Orginal Mortgage) the tolls, rents, revenues, issues,
earngs, income, product and profits thereof, and all the estate, right, title and interest
and clai whatsoever, at law as well as in equity, which the Company now has or may
hereafer acquire in and to the aforesaid propert and frchises and every par and parcel
thereof.
THE COMPANY HEREBY CONFIRMS that, subject to the provisions of
Section 87 of the Original Mortgage, all the proper, rights, and franchises acquired by
the Company afer the date thereof (except any hereinbefore or hereinafer or in the
Mortgage expressly excepted) are and shall be as fully embraced within the lien of the
Mortgage as if such propert, rights and frchises had been owned by the Company at
the date of the Original Mortgage and had ben specifically described therein.
PROVIDED THT the following were not and were not intended to be
then or now or hereafer grted, bargaied, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confrmed under the Mortgage and were, are
and shall be expressly excepted from the lien and operation of the Mortgage
namely: (1) cash, shares of stock and obligations (including bonds, notes and other
securties) not hereafer specifically pledged, paid, deposited or delivered under the
Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held
for the purose of sale in the usual course of business or for consumption in the operation
of any properies of the Company; (3) bils, notes and accounts receivable, and all
contracts, leases and operating agreements not specifically pledged under the Mortgage
or covenanted so to be; (4) electrc energy and other materials or products generated,
manufactued, produced or purchas by the Company for sale, distbuton or use in the
ordinar course of its business; and (5) any propert heretofore released puruant to any
provisions of the Mortgage and not heretofore disposed of by the Company; provided,
however, that the propert and rights expressly excepted from the lien and operation of
the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law)
cease to be so excepted in the event that the Trutee or a receiver or trustee shall enter
upon and tae possession of the Mortgaged and Pledged Propert in the manner provided
in Aricle XII of the Original Mortgage by reason of the occurence of a Completed
Default as defined in sad Arcle XII.
TO HAVE AN TO HOLD all such properties, real, personal and mixed,
granted, bagaied, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
5
NY22061209.7
set over or confrmed by the Compay in the Mortage as aforesaid, or intended so to be,
unto the Trustee, and its successors, heirs and assigns forever.
IN TRUST NEVERTHELESS, for the same puroses and upon the same
terms, trsts and conditions and subject to and with the sae provisos and covenants as
set fort in the Mortgage, this Fort-ninth Supplemental Indenture being supplemental to
the Mortgage.
AND IT is HEREY FURTHER CONFIRMED by the Company that all
the terms, conditions, provisos, covenats and provisions contaed in the Mortgage shall
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 Trustee and the
beneficiaries of the trst with respect to said property, and to the Trustee and its
successors in the trst, in the same maner and with the same effect as if the said propert
had been owned by the Company at the time of the execution of the Original Mortgage,
and had been specifically and at lengt described in and conveyed to said Trustee by the
Orginal Mortgage as a par of the propert therein stated to be conveyed.
The Company fuer covenants an agrees to and with the Trustee and its
successor or successors in such tr under the Mortgage, as follows:
ARTICLE I
Fifteth Series of Bonds
SECTION 1. (I) There shall be a series of bonds designated "First
Mortgage Bonds, 3.89% Series due 2020" (herein sometimes referred to as the "Bonds of
the Fiftieth Series"), each of which shal also bear the descriptive title First Mortgage
Bond and the form thereof is set fort on Exhbit B hereto. The Bonds of the Fiftieth
Series shall be issued as fuly registre Bonds in denominations of One Thousand
Dollar an~ at the option of the Company, any amount in excess thereof (the exercise of
such option to be evidenced by the execution and delivery thereof) and shall be dated as
in Section 10 of the Orginal Mortgage provided. The Bonds of the Fiftieth Series shall
be limited in aggregate principal amount to $52,000,000 (except for Bonds of such series
authenticated and delivered upon tranfer of or in exchange for, or in lieu of, other Bonds
of such series).
(II) The Bonds of the Fifteth Series shall mature, bear interest, be
payable, be redeemable and be otherwse as set fort below:
(a) the principal of Bonds of the Fiftieth Series shall (uness
theretofore paid) be payable on the Stated Matuty Date (as hereinafer defined);
(b) the Bonds of the Fifteth Series shall bear interest at the rate
of the and eighty-nine one hundredths percentu (3.89%) per anum; interest
6
NY22061209.7
on such Bonds shall accrue from and including December 20, 2010, except as
otherwse provided in the form of bond attched hereto as Exhibit B; interest on
such Bonds shall be payable on each Interest Payment Date and at Maturity (as
each of such terms is hereinafer defined); and interest on such Bonds durng any
period for which payment is made shall be computed on the basis of a 360-day
year consisting of twelve 30-days months;
(c) the principal of and premium, if any, and interest on each
Bond of the Fiftieth Series payable at Matuty shall be payable upon presentation
thereof at the offce or agency of the Company in the Borough of Manattan, The
City of New York, in such coin or curency as at the time of payment is legal
tender for public an private debts. The interest on each Bond of the Fiftieth
Series (other th interest payable at Matuty) shall be payable by check, in
similar coin or currency, mailed to the registered owner thereof as of the close of
business on the Record Date (as hereinafer defined) next preceding each Interest
Payment Date; provided, however, that if such registered owner shall be a
securties deposita, such payment may be made by such other means in lieu of
check as shall be agreed upon by the Company, the Trustee and such registered
owner; and, provided, fuer, that, so long as the Bonds of the Fiftieth Series
shall be held by an Institutiona Investor (as hereinafter defined), payment of
principal of and premium, if any, and interest on the Bonds of the Fiftieth Series
shall be payable in the maner specified in the Bond Purchase Agreement (as
hereinafter defined).
(d) The Bonds of the Fiftieth Series shall be redeemable in
whole at any time, or in par from time to time, at the option of the Company at a
redemption price equal to the greater of
(i)
redeemed, and
100% of the principal amount of the Bonds being
(ii) the sum of the present values of the remaining
scheduled payments of principa of and interest (not including any portion
of any scheduled payment of interest which accrued prior to the
redemption date) on the Bonds being redeemed discounted to the date of
redemption on a semianua basis (assuming a 360-day year consisting of
twelve 30-day months) at a discount rate equa to the Treasur Yield (as
hereinafter defined) plus 50 basis points,
plus, in the cas of either (i) or (ii) above, whichever is applicable, accrued
interest on such Bonds to the date of redemption.
(e) (i) "Treasur Yield" means, with respect to any
redemption of Bonds of the Fiftieth Series, the rate per anum equal to the
semianual equivalent yield to matuty of the Comparable Treasur Issue,
7
NY2 2061209.7
assumng a price for the Comparble Treasur Issue (expressed as a percentage of
its pricipal amount) equa to the Comparle Treasur Price. The Treasur
Yield shall be caculated as of the thd business day preceding the redemption
date (the "Calculation Date").
(ii) "Comparble Treasur Issue" means the United
States Treasur securty selected by an Independent Investment Baner as having
a matuty comparable to the remaig term of the Bonds of the Fifteth Series
that would be utilized, at the time of selection and in accordance with customar
financial practice, in pricing new issues of corprate debt securties of comparable
matuty to the remaining ter of the Bonds.
(ii) "Comparable Treasury Price" means, (A) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed
in each cas as a percetage of its principal amount) on the Calculation Date, as
set fort in the H.tS Daily Update of the Federa Reserve Ban of New York or
(B) if such release (or any successor release) is not published or does not contan
such prices on such business day, the Reference Treasury Dealer Quotation for
the Calculation Date.
(iv) "H.15(S19)" means the weekly statistical release
entitled "Statistical Release H.tS (5 1 9)", or any successor publication, published
by the Board of Governors of the Federal Reserve System.
(v) "H.lS Daily Update" means the daily update of
H.15(519) available thrugh the worldwide website of the Board of Governors of
the Federal Reserve Systm or any successor site or publication.
(vi) "Independent Investent Baner" meas J.P.
Morgan Securties LLC or, if so determined by the Company, any other
independent investment banng institution of national standing appointed by the
Company and reasonably acceptable to the Trustee.
(vii) "Reference Treasur 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 Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount and quoted in writig to the
Trustee by such Reference Treasur Dealer at 5:00 p.m. on the Calculation Date).
(viii) "Reference Treasury Deaer" means a primary U.S.
Goverent securties dealer in New York City appointed by the Company and
reasonably acceptable to the Trustee.
(f) If less than all of the outstading Bonds of the Fiftieth
Series are to be redeemed, the pricipal amount to be redeemed shall be prorated
8
NY22061209.7
among all of the holders of such Bonds in the proportion that their respective
holdings bear to the aggregate principal amount of such Bonds outstading on the
date of selection. The portion of any Bond to be redeemed shall be in the
principal amount of $1,000 or an integral multiple thereof and such rounding
allocations as may be requisite for this purose shall be made by the trstee in its
uncontrolled discretion. The Trustee shall promptly notify the Company in
writing of the distnctive numbers of the Bond and the portions thereof so selected
for redemption.
(g) Except as provided in this subsection (II) of Section i, the
Bonds of the Fiftieth Series shall not be redeemable prior to the Stated Matuty
Date.
(II) (a) At the option of the registered owner, any Bonds of the
Fifteth Series, upon surender thereof for cancellation at the offce or agency of the
Company in the Borough of Maiatt, The City of New York, shall be exchangeable
for a like aggregate principal amount of Bonds of the same series of other authorized
denominations.
The Bonds of the Fifteth Series shall be transferable, upon the surender
thereof for cancellation, together with a wrtten instrent of transfer in form approved
by the registrar duly executed by the registered owner or by his duly authorized attorney,
at the offce or agency of the Company in the Borough of Manhattan, The City of New
York.
Upon any exchange or tranfer of Bonds of the Fifteth Series, the
Company may make a charge therefor sufficient to reimburse it for any tax or taxes or
other governental charge, as provided in Section 12 of the Original Mortgage, but the
Company hereby waives any right to make a charge in addition thereto or any exchange
or transfer of Bonds of the Fiftieth Series; provided, however, that the Company shall not
be required to make any transfer or exchange of any Bonds of the Fiftieth Series for a
period of 10 days next precedig any selection of such Bonds for redemption, nor shall it
be required to make transfers or exchage of any. Bonds of the Fiftieth Series which shall
have been selected for redemption in whole or in par.
The Bonds of the Fifteth Series shal bear a legend as to restrctions on
transfer substatially as set forth 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 otherwise transferred in
contravention of the Securties Act.
(IV) For all purses of this Fort-ninth Supplemental Indentue, except
as otherwse expressly provided or uness the context otherwse requires, the ters listed
9
NY22061209.7
below, when used with respct to the Bonds of the Fiftieth Series, shall have the
meanngs specified below:
"Bond Purchase Agreement" mean the Bond Purchase Agreement, dated
December 20,2010, between the Company and the purchasers listed on Schedule
A thereto.
"Business Day" mean any day, other than a Satuday or Sunday, which is
not a day on which bang intutions or trt companes in The City of New
York, New York ar generaly authorize or required by law, regulation or
executive order to remain closed.
"Institutional Investor" mean (a) any original purchaser of a Bond of the
Fiftieth Series, (b) any holder of a Bond of the Fiftieth Series holding (together
with one or more of its afiates) more than $1,000,000 in aggregate principal
amount of the Bonds of the Fifteth Series then outstanding, and (c ) any ban,
trst company, savings and loan assoiation or other financial institution, any
pension plan, any investent company, any insurance company, any broker or
dealer, or any other similar fiancial institution or entity, regardless of legal form.
"Interest Payent Date" means June 1 and December 1 in each year,
commencing June i, 2011.
"Maturity" mean the date on which the principal of the Bonds of the
Fifteth Series beomes due and payable, whether at the Stated Matuty Date,
upon redemption or acceleration, or otherwise.
"Record Date", with respt to any Interst Payment Date, means the
close of business on the Business Day next preceding such Interest Payment Date.
"Stated Maturity Date" mean December 20, 2020.
(V Notwthanding the provisions of Section 106 of the Original
Mortgage, as amended, the Company shal not cause any Bonds of the. Fiftieth Series, or
any portion of the principal amount thereof, to be deemed to have been paid as provided
in such Section and its obligations in respect thereof to be deemed to be satisfied and
discharged prior to the Matuty thereof uness the Company shall deliver to the Trustee
either:
(a) an intrent wherein the Company, notwithstding the
effect of Section 106 of the Orginal Mortgage, as amended, in respect of such
Bonds, shall assume the obligation (which shall be absolute and unconditional) to
irevocably deposit with the Trustee such additional sums of money, if any, or
additional governent obligations (meeting the requiements of Section 106), if
any, or any combination thereof, at such time or times, as shall be necessar,
10
NY22061209,7
together with the money and/or goverent obligations theretofore so deposited,
to pay when due the principal of and premium, if any, and interest due and to
become due on such Bonds or portions thereof, all in accordance with and subject
to the provisions of Section 106; provided, however, that such instrent may
state that the obligation of the Company to make additional deposits as aforesaid
shall be subject to the delivery to the Company by the Trustee of a notice
asserting the deficiency accompaned by an opinion of an independent accountat
showig the calculation thereof (which opinion shall be obtained at the expense of
the Company); or
(b) an Opinion of Counel to the effect that the holders of such
Bonds, or portions of the pricipal amount thereof, will not recognize income,
gain or loss for United States federal income ta puroses as a result of the
satisfaction and discharge of the Company's indebtedness in respect thereof and
will be subject to United States federa income ta on the same amounts, at the
sae times and in the sae maner as if such satisfaction and discharge had not
been effected.
(VI) Anything in ths Supplemental Indentue or the Bonds of the
Fiftieth Series to the contrar notwthtading, any payment of principal of or premium,
if any, or interest on any Bond of the Fiftieth Seres that is due on a date other than a
Business Day shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next
succeeding Business Day; provided, however, that if the Maturity Date of any Bond is a
date other than a Business Day, the payment otherwse due at Maturty shall be made on
the next succeeding Business Day and shall include the additional days elapsed in the
computation of interest payable on such next succeeding Business Day.
(VII) The Bonds of the Fiftieth Series shall have such fuer terms as
are set fort in Exhibit B hereto. If there shall be a conflct between the terms of the
form of bond and the provisions of the Mortgage, the provisions of the Mortgage shall
control to the extent permitted by law.
ARTICLE II
Fift-first Series of Bonds
SECTION 1. (I) There shall be a series of bonds designated "First
Mortgage Bonds, 5.55% Series due 2040" (herein sometimes referred to as the "Bonds of
the Fifty-first Series"), each of which shall also bear the descriptive title First Mortgage
Bond and the form thereof is set fort on Exhibit B hereto. The Bonds of the Fift-first
Seres shall be issued as fuly registered Bonds in denominations of One Thousand
Dollar and, at the option of the Company, any amount in excess thereof (the exercise of
such option to be evidenced by the execution and delivery thereof) and shall be dated as
in Section 10 of the Orginal Mortgage provided. The Bonds of the Fift-first Series shall
11
NY22061209.7
be limited in aggregate pricipal amowit to $35,000,000 (except for Bonds of such series
authenticated and delivered upon trer of or in exchage for, or in lieu of, other Bonds
of such series).
(II) The Bonds of the Fift-fist Series shall matue, bear interest, be
payable, be redeemable and be otherwise as set fort below:
(a) the pricipal of Bonds of the Fift-first Series shall (unless
theretofore paid) be payable on the Stated Matuty Date (as hereinafer defined);
(b) the Bonds of the Fift-first Series shall bear interest at the
rate of five and fift-five one hwidrths percentum (5.55%) per anum; interest
on such Bonds shl accrue from and including December 20, 2010, except as
otherwse provided in the form of bond attched hereto as Exhibit B; interest on
such Bonds shal be payable on each Interest Payment Date and at Matuty (as
each of such terms is hereinafer defied); and interest on such Bonds durng any
period for which payment is made shall be computed on the basis of a 360-day
year consistig of twelve 30-days months;
( c) the pricipal of and premium, if any, and interest on eachBond of the Fift-first Series payable at Matuty shall be payable upon
presentation thereof at the offce or agency of the Company in the Borough of
Manatt, The City of New York, in such coin or curency as at the time of
payment is legal tender for public and private debts. The interest on each Bond of
the Fift-firs Series (other than interest payable at Matuty) shall be payable by
check, in similar coin or currency, mailed to the registered owner thereof as of the
close of business on the Record Date (as hereinafter defined) next preceding each
Interest Payment Date; provided, however, that if such registered owner shall be a
securties deposita, suh payment may be made by such other means in lieu of
check as shall be agee upon by the Company, the Trustee and such registered
owner; and, provided, fuer, that, so long as the Bonds of the Fift-first Series
shall be held by an Institutional Investor (as hereinafer defined), payment of
principal of and premium, if any, and interest on the Bonds of the Fift-first
Series shall be payable in the maner specified in the Bond Purchase Agreement
(as hereinafer defined).
(d) The Bonds of the Fift-first Series shall be redeemable in
whole at any time, or in par from time to time, at the option of the Company at a
redemption price equa to the greater of
(i)
redeemed, and
10OO/! of the principal amount of the Bonds being
(ii) the su of the present values of the remaining
scheduled payments of principal of and interest (not including any portion
12
NY22061209.7
of any scheduled payment of interest which accrued prior to the
redemption date) on the Bonds being redeemed discounted to the date of
redemption on a semianual basis (assuming a 360-day year consisting of
twelve 30-day months) at a discount rate equal to the Treasur Yield (as
hereinafter defied) plus SO basis points,
plus, in the case of either (i) or (ii) above, whichever is applicable, accrued
interest on such Bonds to the date of redemption.
(e) (i) "Treasur Yield" means, with respect to any
redemption of Bonds of the Fift-first Series, the rate per anum equal to the
semianual equivalent yield to matuty of the Comparable Treasury Issue,
assuming a price for the Comparble Treasur Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasur Price. The Treasur
Yield shall be calculated as of the third business day preceding the redemption
date (the "Calculation Date").
(ii) "Comparable Treasur Issue" means the United
States Treasur securty selected by an Independent Investent Baner as having
a matuty comparable to the remaining term of the Bonds of the Fift-first Series
that would be utilized, at the time of selection and in accordance with customar
fiancial practice, in pricing new issues of corporate debt securties of comparable
matuty to the remaining term of the Bonds.
(iii) "Comparable Treas Price" means, (A) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its pricipal amount) on the Calculation Date, as
set fort in the H.LS Daily Update of the Federal Reserve Ban of New York or
(B) if such releae (or any successor release) is not published or does not contain
such prices on such business day, the Reference Treasury Dealer Quotation for
the Calculation Date.
(iv) "H.15(S i 9)" mean the weekly statistical release
entitled "Statistical Release H.1S (519)", or any successor publication, published
by the Board of Governors of the Federal Reserve System.
(v) "H.15 Daily Update" means the daily update of
H.15( 519) available though the worldwide website ofthe Board of Governors of
the Federal Reserve System or any successor site or publication.
(vi) "Independent Investent Baner" means J.P.
Morgan Securties LLC or, if so determined by the Company, any other
independent investment bang institution of national stding appointed by the
Compay and reasonably acceptable to the Trutee.
13
NY22061209.7
(vii) "Reference Treasur Dealer Quotation" means, with
respect to the Reference Treasur Deaer, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasur Issue (expressed
in each cas as a percentae of its principal amount and quoted in wrting to the
Trustee by such Reference Treasur Dealer at 5:00 p.m. on the Calculation Date).
(viii) "Reference Treasur Dealer" mea a primar U.S.
Goverent securties dealer in New York City appointed by the Company and
reasonably acceptable to the Trustee.
(f) If less than all of the outstding Bonds of the Fift-first
Series are to be redeemed, the pricipal amount to be redeemed shall be prorated
among all of the holders of such Bonds in the proportion that their respetive
holdings bear to the aggregate pricipal amount of such Bonds outstading on the
date of selection. The portion of any Bond to be redeemed shall be in the
pricipal amount of $1,000 or an integra multiple thereof and such rounding
alloctions as may be requisite for ths purse shall be made by the trstee in its
uncontrolled discretion. The Truee shall promptly notify the Company in
wrting of the distinctive numbers of the Bond and the portons thereof so selectedfor redemption. .
(g) Except as provided in this subsection (II) of Section 1, the
Bonds of the Fift-first Series shall not be redeemable prior to the Stated Matuty
Date.
(III) (a) At the option of the registered owner, any Bonds of the
Fift-first Series, upon surnder thereof for cancellation at the office or agency of the
Company in the Borough of Manatt, The City of New York, shall be exchangeable
for a like aggregate pricipal amount of Bonds of the same seres of other authorized
denominations.
The Bonds of the Fift-first Series shall be transferable, upon the
surender thereof for cancellation, together with a wrtten instrent of transfer in form
approved by the registrar duly executed by the registered owner or by his duly authorized
attorney, at the offce or agency of the Company in the Borough of Manatt, The City
of New York.
Upon any exchange or transfer of Bonds of the Fift;.first Series, the
Company may make a charge therefor sufcient to reimbure it for any tax or taes or
other goverenta charge, as provided in Section 12 of the Original Mortgage, but the
Company hereby waives any right to make a charge in addition thereto or any exchange
or transfer of Bonds Of the Fift-fist Series; provided, however, that the Company shall
not be required to make any transfer or exchange of any Bonds of the Fift-firs Series for
a period of 10 days next preceding any selection of such Bonds for redemption, nor shall
14
NY22061209.7
it be required to make transfers or exchange of any Bonds of the Fift-first Series which
shall have been selected for redemption in whole or in par.
The Bonds of the Fifty-first Series shall bear a legend as to restrctions on
transfer substantially 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.
(IV) For all puroses of ths Fort-ninth Supplementa Indenture, except
as otherwse expressly provided or uness the context otherwse requires, the terms listed
below, when used with respet to the Bonds of the Fift-first Series, shall have the
meangs specified below:
"Bond Purchase Agreemenf' mea the Bond Purchase Agreement, dated
December 20, 20 i 0, between the Company and the purchasers listed on Schedule
A thereto.
"Business Day" mean any day, other than a Saturday or Sunday, which is
not a day on which baning institutions or trust companes in The City of New
York, New York are generally authorized or required by law, regulation or
executive order to remain closed.
"Institutional Investor" mean (a) any original purchaser of a Bond of the
Fiftieth Seres, (b) any holder ofa Bond of the Fift-first Series holding (together
with one or more of its afliates) more than $1,000,000 in aggregate principal
amount of the Bonds of the Fift-first Series then outstanding, and (c) any ban
trst company, savings and loan association or other financial institution, any
pension plan, any investment company, any insurance company, any broker or
dealer, or any other simiar financial institution or entity, regardless oflegal form.
"Interest Payment Date" means June 1 and December 1 in each year,
commencing June 1, 2011.
"Maturity" mean the date on which the pricipal of the Bonds of the
Fiftieth Series beomes due and payable, whether at the Stated Matuty 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 Date.
"Stated Maturity Date" means December 20, 2040.
15
NY2201209.7
(V) Notwthstadig the provisions of Section 106 of the Original
Mortgage, as amended, the Company shal not cause any Bonds of the Fift-first Series,
or any portion of the pnncipa amount thereof, to be deemed to have been paid as
provided in such Section and its obligations in respect thereof to be deemed to be
satisfied and discharged prior to the Matuty thereof uness the Company shall deliver
to the Trustee either:
(a) an inent wherein the Company, notwthstading the
effect of Section i 06 of the Ongin Mortgage, as amended, in respect of such
Bonds, shall asswne the obligation (which shall be absolute and unconditional) to
irrevocably deposit with the Trustee such additional sums of money, if any, or
additional governent obligations (meeting the requirements of Section 106), if
any, or any combination thereof, at such time or times, as shall be necessary,
together with the money and/or governent obligations theretofore so deposited,
to pay when due the principal of and premiwn, if any, and interest due and to
become due on such Bonds or portons thereof, all in accordance with and subject
to the provisions of Section i 06; provided, however, that such instrent may
state tht the obligation of the Company to make additional deposits as aforesaid
shall be subject to the deliver to the Company by the Trustee of a notice
asserting the deficiency accompaned by an opinon of an independent accountant
showig the calculation thereof (whch opinon shall be obtained at the expense of
the Company); or
(b) an Opinon of Counsel to the effect that the holders of such
Bonds, or portions of the pnncipal amount thereof, will not recognize income,
gain or loss for United States federa income ta puroses as a result of the
satisfaction and dischage of the Company's indebtedness in respect thereof and
will be subject to United States federal income tax on the same amounts, at the
same times and in the sae maner as if such satisfaction and discharge had not
been effected.
(VI) Anytng in ths Supplemental Indenture or the Bonds of the Fift-
first Series to the contrar notwthtading, any payment of principal of or premium, if
any, or interest on any Bond of the Fift-first Series that is due on a date other than a
Business Day shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next
succeeding Business Day; provided, however, that if the Matuity Date of any Bond is a
date other than a Business Day, the payment otherwse due at Maturity shall be made on
the next succeeding Business Day and shall include the additional days elapsed in the
computation of interest payable on such next succeeding Business Day.
(VII) The Bonds of the Fift-fi Series shall have such fuer terms as
are set fort in Exhbit B hereto. If there shall be a confict between the terms of the
16
NY22061209.7
form of bond and the provisions of the Mortgage, the provisions of the Mortgage shall
control to the extent permitted by law.
ARTICLEDI
Outstanding Bonds
Upon the delivery of this Supplementa Indenture, Bonds of the Fiftieth
Series in an aggregate pricipal amount of $52,000,000 and Bonds of the Fifty-first
Series in the aggrgate principal amount of $35,000,000 are to be issued and will be
Outstanding, in addition to $1,436,700,000 aggregate principal amount of bonds of prior
series Outstadig at the date of delivery of this Fort-ninth Supplemental Indenture
(which amount excludes $45,000,000 in aggregate principal amount of First Mortgage
Bonds, 6.125% Series due 2013, and $30,000,000 in aggregate principal amount of Firt
Mortgage Bonds, 7.25% Series due 2013, which are to be retired simultaeously with
the issuance and delivery of the Bonds of the Fifteth and Fifty-first Series).
ARTICLE IV
Amendment
SECTION 1. The first sentence of Section 52, in Article X, of the
Orgina Mortgage is hereby amended to add at the end thereof a proviso reading as
follows:
"; provided, however, that with respect to the Bonds of the Fiftieth and
Fift-fist Series, and the bonds of any subsequently created series, the
parcular bonds to be redeemed may be selected by the Corprate Trustee
in such other maner as shal be specified in the supplemental indentue or
other insent that creates the bonds of such series.
SECTION 2. The amendment set fort in Section 1 of this Aricle iv
shall be deemed to become effective prior to the effectiveness of Aricles i and II hereof
so that such amendment shall be effective with respct to the Bonds of the Fiftieth and
Fift-first Series.
17
NY22061209_1
ARTICLE V
Miscellaneous Provisions
SECTION 1. The terms defined in the Original Mortgage shall, for all
puroses of ths Fort-nith Supplementa Indentue, have the meanngs specified in the
Original Mortgage.
SECTION 2. The Trutee hereby confrms its acceptace of the trsts in
the Orginal Mortgage declared, provided, created or supplemented and agrees to perform
the same upon the terms and conditions in the Original Mortgage set fort, including the
followig:
The Trutee shall not be respnsible in any maner whatsoever for or in
respect of the validity or sufciency of ths Fort-nith Supplementa Indenture or for or
in respect of the recitas contaned herein, all of which recitals are made by the Company
solely. Each and every term and condition contaed in Arcle XVI of the Origin
Mortgage, shall apply to and form par of this Forty-ninth Supplemental Indenture with
the same force and effect as if the sae were herein set fort in full, with such omissions,
varations and insertions, if any, as may be appropriate to make the same conform to the
provisions of ths Fort-ninth Supplementa Indentue.
SECTION 3. Whenever in ths Fort-ninth Supplementa Indentue either
of the paries hereto is named or referrd to, ths shall, subject to the provisions of
Aricles XV and XVI of the Origina Mortgage be deemed to include the successors and
assigns of such par, and all the covenants and agreements in ths Fort-ninth
Supplementa Indentue contaned by or on behalf of the Company, or by or on behalf of
the Trustee, or either of them, shal, subject as aforesaid, bind and inure to the respective
benefits of the respective successors and assigns of such paries, whethr so expressed or
not.
SECTION 4. Nothing in this Fort~ninth Supplemental Indentue,
expressed or implied, is intended, or shall be constred, to confer upon, or to give to, any
person, firm or corporation, other than the pares hereto, the holders of the Bonds
Outstading under the Mortgage, any right, remedy or claim under or by reason of ths
Forty-ninth Supplementa Indentue or any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations, promise and
agreements in ths Fort-nith Supplementa Indentue contaed by or on behalf of the
Company shall be for the sole and exclusive benefit of the paries hereto, and of the
holders of the Bonds Outsding under the Mortgage.
SECTION 5. Ths Fort-ninth Supplemental Indentue shall be executed
in severa counterpar, each of which shall be an original and all of which shall
consitute but one and the sae instrent.
18
NY22061209.7
SECTION 6. The titles of the several Aricles of this Forty-ninth
Supplementa Indentue shall not be deemed to be any par thereof.
19
NY22061209.1
IN WITNESS WHREOF, on the 71l day of December, 2010, AVISTA
CORPORATION has caused its corporate name to be hereunto affxed, and this
intrent to be signed and sealed by its President or one of its Vice Presidents, and its
corporate seal to be attested by its Corporate Secreta or one of its Assistant Corporate
Secretares for and in its behalf, all in The City of Spokane, Washington, as of the day
and year first above wrtten; and on the 71l day of December, 2010, CITIAN, N.A.,
has caused its corporate name to be hereunto affixed, and this instrment to be signed and
sealed by its President or one of its Vice Presidents or one of its Senior Trust Offcers or
one of its Trut Offcers and its corprate sea to be attested by one of its Vice Presidents
or one of its Trust Offcers, all in The City of New York, New York, as of the day and
year fit above wrtten.
A VISTA CORPORATION
By
Name ason R. Thackston
Title: Vice President
(L 8t
Attest:
=~ 1. ~i~rr
Title: Assistant Corporate Secreta
Executed, sealed and delivered
by A VISTA CORPORATION
in the presence of:~Q~
Name: Diane C. Thoren
20
¿/L
Name: L is.,piscitell/ .
.9.ePresident
./,,''
Ex ted, sealed and delivered
by CITIBANK, N.A.,
as trustee . th resence of:
Attest:
.#-
Name: Cirino Emanuele
CITIBANK, N.A., AS TRUSTEE..
=====-
ÇITIBAAKÔ= ~==
==
21
STATE OF WASllGTON)
) ss.:COUNTY OF SPOKA )
On the 7th day of December, 2010, before me personally appeared Jason
R. Thackston, to me known to be a Vice President of AVISTA CORPORATION, one of
the coiporations that executed the within and foregoing instrent, and acknowledged
said instruent to be the free and volunta act and deed of said Coiporation for the uses
and puroses therein mentioned and on oath stated that he was authonzed to execute said
instrent and that the seal afxed is the coiporate seal of said Corpration.
On the 7th day of December, 2010, before me, a Notary Public in and for
the State and County aforesaid, personally appeared Jason R. Thackston, known to me to
be a Vice President of AVISTA CORPORATION, one of the coiporations that executed
the within and foregoing instrent and acknowledged to me that such Coiporation
executed the same.
IN WITNSS WHREOF, I have hereunto set my hand and affixed my
official seal the day and year first above wrtten.
\\\HHUllt"..\~ ~?~!~R;'~J'/,
$ ~~..''"\ON E:X~~o. ( "~_.~ ~..~s ~.,\_.
~ Q: :~ ..,.. ~.:- :0 Q-1I\p\' ': -- . ~~\r" .'/'_
:: ~ ?Uß\"C i .õ =~ \: 1-;:, ó\. o. ,\~...~Q) ~~.. ~;'.o.. 1-29-'i~.':~ ~r;-"12 ........S,' "
'J'III OF \N~ \,..,..
111',nH\\\
Qw 64 Cbic
Notar Public
22
STA TE OF NEW YORK )
) ss.:COUNTY OF NEW YORK )
On the 7th day of December, 2010 before me personally appeared Wafaa
Orfy, to me known to be a Vice President of CITJBANK, N.A., one of the corporations
that executed the within and foregoing instrument, and acknowledged said instrument to
be the free and voluntary act and deed of said Corporation for the uses and purposes
therein mentioned and on oath stated that she was authorized to execute said instrument
and that the seal affxed is the corporate seal of said Corporation.
On the ih day of December, 20 J 0, before me, a Notary Public in and for
the State and County aforesaid, personal1y appeared Wafaa Orfy, known to me to be a
Vice President of CITJBANK, N.A., one of the corporations that executed the within and
foregoing instrument and acknowledged to me that such Corporation executed the same.
IN WITNESS WHEREOF, I have reunto set my hand and affxed my
offcial seal the day and year first above written.
Notary Stamp
NOREEN IRIS SANTOS
Notary Public, State of New York
Registration #01SA6228750
Qualified in Nassau County
Commission Expires Sept. 27, 2014
23
EXHIBIT A
MORTGAGE, SUPPLEMENTAL INDENTRES
AND SERIES OF BONDS
MORTGAGE OR ~PRINCIPAL PRINCIPAL
SUPPLEMENTAL AMOUN AMOUN
INDENTUR DATED AS OF NO.DESIGNATION ISSUED OUTTANDING
Original June I, 1939 i 3- i 12% Series due 1964 $22,000,000 None
First October 1, 1952 2 3-3/4% Series due 1982 30,000,000 None
Second May 1, 1953 3 3-7/8% Series due 1983 10,000,000 None
Third December 1, 1955 None
Four March 15, 1957 None
Fift July 1, 1957 4 4-7/8% Sees due 1987 30,000,00 None
Sixth Januar I, 1958 5 4-1/8% Seres due 1988 20,000,000 None
Seventh Augut I, 1958 6 4-3/8% Series due 1988 15,000,000 None
Eighth Januar 1, 1959 7 4-3/4% Series due 1989 15,000,000 None
Ninth Januar i, 1960 8 5-3/8% Series due 1990 10,000,000 None
Tenth April i, 1964 9 4-5/8% Series due 1994 30,000,000 None
Eleventh March 1,1965 10 4-5/8% Series due 1995 10,000,000 None
.
Twelft May i, 1966 None
Thirteenth August 1, 1966 11 6 % Series due 1996 20,000,000 None
Foureenth April 1, 1970 12 9- 1/4% Series due 2000 20,000,000 None
Fifteenth May 1, 1973 13 7-7/8% Series due 2003 20,000,000 None
Sixteenth Februar I, 1975 14 9-3/8% Series due 2005 25,000,000 None
Seventeenth Novembe 1, 1976 15 8-3/4% Series due 2006 30,000,000 None
Eighteenth June I, 1980 None
NY22061209.1
MORTGAGE OR SERIES PRINCIPAL PRINCIPAL
SUPPLEMENTAL AMOUN AMOUNT
INDENTRE DATE AS OF NO.DESIGNA nON ISSUED OUTSTANDING
Nineteenth Januar I, 1981 16 14-1/8% Series due 40,000,000 None
1991
Twentiet Augut I, 1982 17 15-3/4% Series due 60,000,000 None
1990-1992
Twenty-First September 1, 1983 18 13-1/2% Series due 60,000,000 None
2013
Twenty-Second March I, 1984 19 13-1/4% Series due 60,000,00 None
1994
Twenty-Third December I, 1986 20 9-1/4% Series due 2016 80,000,000 None
Twenty-Fourt Januar I, 1988 21 10-3/8% Series due 50,00,000 None
2018
Twenty-Fifth October I, 1989 22 7-1/8% Senes due 2013 66,700,000 None
7-2/5% Senes due 2016
23 17,000,00 None
. Twenty-Sixth April I, 1993 24 Secured Medium-Term 250,000,000 43,000,000
Notes, Senes A
($250,000,000
authorized)
Twenty-Seventh January i, 1994 25 Secured Medium-Term 161,000,000 None
Notes, Series B
($250,000,000
authorized)
Twenty-Eighth September 1,2001 26 Collateral Senes due 220,000,000 None
2002
Twenty-Ninth December 1,2001 27 7.75% Senes due 2007 150,000,000 None
Thirtieth May 1,2002 28 Collateal Senes due 225,000,000 None
2003
A-2
NY2 2061209.7
MORTGAGE OR SERIS PRINCIPAL PRINCIPAL
SUPPLEMENTAL AMOUN AMOUN
INDENT DATED AS OF &1 DESIGNA nON ISSUED OUTANING
Thirt-fist May 1,2003 29 Collateral Series due 245,000,000 None
2004
Thirt-second September i, 2003 30 6. I 25% Series due 2013 45,000,000 45,00,000(1)
Thirt-third May 1,200 31 Collateral Series due 350,000,000 None
2005
Thirt-four November i, 2004 32 5.45% Series due 2019 90,000,000 90,000,000
Thirt-fift December 1, 2004 33 Collateral Series 2004A 88,850,000 25,000,000
Thir-sixth December 1,200 34 Collatera Series 2004B 66,700,000 None
35 Collateral Series 2004C 17,000,000 None
Thir-seventh December i, 200 36 Collateral Series 20040 350,000,000 None
Thirt-eighth May 1,2005 37 Collatera Series 2005B 66,700,000 None
38 Collateral Series 2OO5C 17,000,000 None
Thir-ninth November 1, 2005 39 6.25% Series due 2035 i 00,000,000 100,000,00
50,000,000 50,00,00
Fortieth April 1, 2006 40 Collateral Series due 320,000,000 320,000,000
2011
Fort-first December 1, 2006 41 5.700Ái Series due 2037 150,000,000 150,000,000
Fort-second April 1, 2008 42 5.95% Series due 201S 250,000,000 250,000,000
. Fort-third November 1,2008 43 Collatel Series 200SA 200,000,000 None
Fort-four Decembe 1,2008 44 7.25% Series due 2013 30,000,00 30,000,000(1)
Fort-fift December 1,2008 45 Collateral Series 2008B 17,000,000 None
(I) To be redeemed in connection with the issuance and sae of First Mortage Bonds, 3.89% Series due
2020 and 5.55% Seres due 2040
A-3
NY22061209.7
MORTGAGE OR SERIES PRINCIPAL PRINCIPAL
SUPPLEMENTAL AMOUN AMOUN
INDENTRE DATED AS OF ~DESIGNATION ISSUED OUTANDING
Fort-sixth September i, 2009 46 5.125% Series due 2022 250,000,000 250,000,000
Fort-seventh September i, 2009 47 Collateral Series 2009A 75,000,000 75,000,000
Fort-eighth December i, 2010 48 Collateral Series 20 lOA 66,700,000 66,700,000
49 Collateral Series 201 OB 17,000,000 17,000,00
A-4
NY22061209.7
EXHBITB
(Form of Bond)
The Bonds evidenced hereby have Dot been registered under
the Secunties Act of 1933, as amended (the "Secunties Act")
and may not be offered, sold, pledged or otherwise transferred
in contravention of the Secunties Act.
PPN()
AVISTA CORPORATION
Fir Mortgage Bond,
% Series due 20
REGISTERED REGISTERED
NO.$
A VISTA CORPORATION, a corpration of the State of Washington
(hereinafer caled the Company), for value received, hereby promises to pay to
, or registered assigns, on
DOLLARS
and to pay the registered owner hereof interest thereon semi-annually in arrears on June i
and December i in each year (each such date being hereinafter called an "Interest
Payment Date"), commencing June 1, 20 I 1 and at Matuty (as hereinafter defined), at
the rate of one hundredth percentu L-%) per anum computed on the
basis of a 360-day year consistg of twelve 30-day months, until the Company's
obligation with respect to the payment of such principal shall have been discharged. This
bond shall bear interes from Decembe 20, 2010 or from the most recent Interest
Payment Date on or prior.to the date of ths bond to which interest on the bonds of this
series has been paid. The principal of and premium, if any, and interest on ths bond
payable at Matuity shall be payable upon presentation hereof at the office or agency of
the Company in the Borough of Manatt, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal tender for
public and private debts. The interest on this bond (other than interest payable at
NY22061209.7
Matuty) shall be paid by check, in the similar coin or curency, mailed to the registered
owner hereof as of the close of business on the Business Day next preceding each Interest
Payment Date (each such date being herein called a "Record Date"); provided, however,
that if such registered owner shall be a secunties depositar, such payment shall be made
by such other means in lieu of check as shall be agreed upon by the Company, the
Trustee and such registered owner; and provided fuer that, so long as this Bond shall
be held by an Institutional Investor (as defined in the Fort-ninth Supplemental Indentue
referred to below), payment of principal of and premium, if any, and interest on this Bond
shall be payable in the maner specified in the Bond Puchase Agreement (as defined in
such Fort-ninth Supplementa Indenture). Interest payable at Maturity shall be paid to
the person to whom principal shall be paid. As used herein, the term "Maturity" shall
mean the date on which the pricipal of this bond becomes due and payable, whether at
stated matuty, upon redemption or acceleration, or otherwise.
Ths bond is one of an issue of bonds of the Company issuable in series
and is one of a series known as its First Mortgage Bonds, _% Series due 20-- all
bonds of all such series being issued and issuable under and equally secured (except
insofar as any sinkg or other fud, established in accordance with the provisions of the
Mortgage hereinafer mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust, dated as of June 1, 1939 (the
"Orginal Mortgage"), executed by the Company (formerly known as The Washington
Water Power Company) to City Ban Farers Trust Company and Ralph E. Morton, as
Trutees (Citibank, N.A., successor Trutee to both said Trutees). The Original
Mortgage has been amended and supplemented by various supplementa indentures,
including the Fort-ninth Supplemental Indentue, dated as of December I, 2010 (the
"Fort-ninth Supplemental Indentue"), and, as so amended and supplemented, is herein
called the "Mortgage". Reference is made to the Mortgage for a description of the
property mortgaged and pledged, the natue and extent of the secunty, the rights of the
holders of the bonds and of the Trustee in respect thereof, the duties and immunities of
the Trustee and the term and conditions upon which the bonds are and are to be secured
and the circumtaces under which additional bonds may be issued. If there shall be a
confict 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 holder of
ths bond, by its acceptace hereof, shall be deemed to have consented and agreed to all
of the terms and provisions of the Mortgage and, fuer, in the event that such holder
shal not be the sole beneficial owner of ths bond, shall be deemed to have agreed to use
all commercially reasonable efforts to cause all direct and indirect beneficial owners of
this bond to have knowledge of the terms and provisions of the Mortgage and of this
bond and to comply therewith, including 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 this bond.
The Mortgage may be modified or altered by affrmative vote of the
holders of at least 60% in principal amount of the bonds outstading under the Mortgage,
B-2
NY22061209.7
considered as one class, or, if the rights of one or more, but less than all, series of bonds
then outstanding are to be afected, then such modification or alteration may be effected
with the afative vote only of 60% in principal amount of the bonds outstanding of the
series so to be affected, considered as one class, and, fuermore, for limited puroses,
the Mortgage may be modified or altered without any consent or other action of holders
of any series of bonds. No modification or alteration shall, however, permit an extension
of the Matuity of the principa of, or interst on, this bond or a reduction in such
principal or the rate of interest hereon or any other modification in the terms of payment
of such principal or interest or the creation of any lien equal or prior to the lien of the
Mortgage or deprive the holder of a lien on the mortgaged and pledged propert without
the consent of the holder hereof.
The pricipal hereof may be declared or may become due prior to the
stated matuty date on the conditions, in the maner and at the time set fort in the
Mortgage, upon the occurence of a Completed Default as in the Mortgage provided.
As provided in the Mortgage and subject to certain limitations therein set
forth, this bond or any porton of the principal amount hereof will be deemed to have
been paid if there has been irrvocably deposited with the Trustee moneys or direct
obligations of or obligations guaranteed by the United States of America, the principal of
and interest on which when due, and without regard to any reinvestent thereof, will
provide moneys which, together with moneys so deposited, will be suffcient to pay when
due the principal of and premium, if any, and interest on this bond when due.
The Mortgage conta term, provisions and conditions relating to the
consolidation or merger of the Company with or into, and the conveyance or other
tranfer, or lease, of assets to, another corpration and to the assumption by such other
corpration, in cerain circumstaces, of all of the obligations of the Company under the
Mortgage and on the bonds secured thereby.
In the maner prescribed in the Mortgage, ths bond is transferable by the
registered owner hereof in person, or by his duly authorized attorney, at the offce or
agency of the Company in the Borough of Manattan, The City of New York, upon
surender and cancellation of ths bond, together with a wrtten instruent of transfer
whenever required by the Company duly executed by the registered owner or by its duly
authorized attorney, and, thereupon, a new fuly registered bond of the same series for a
like pricipal amount will be issued to the transferee in exchange herefor as provided in
the Mortage. The Company and the Truee may deem and treat the person in whose
name ths bond is registered as the absolute owner hereof for the purpose of receiving
payment and for all other puroses.
In the maner prescribed in the Mortgage, any bonds of this series, upon
surender thereof for cacellation at the offce or agency of the Company in the Borough
of Manatt, The City of New York, are exchangeable for a like aggregate principal
amount of bonds of the same series of other authorized denominations.
B-3
NY22061209.7
The bonds of ths series shall be redeemable in whole at any time or in
par from time to time, at the option of the Company, upon notice mailed as provided in
Section 52 of the Mortgage, at the option of the Company at a redemption price equal to
the greater of
and
(a) i 00% of the principal amount of the bonds being redeemed,
(b) the sum of the present values of the remaining scheduled
payments of principal of and interest (not including any portion of any scheduled
payment of interest which accrued prior to the redemption date) on the bonds
being redeemed discounted to the date of redemption on a semianual basis
(assuming a 360-day year consistng of twelve 30-day months) at a discount rate
equal to the Treasur Yield (as hereinafter defined) plus 50 basis points,
plus, in the case of either (i) or (ii) above, whichever is applicable, accrued interest on
such Bonds to the date of redemption.
"Treasur Yield" means, with respect to any redemption of the bonds of
this series, the rate per anum equal to the semianual equivalent yield to matuty of the
Comparable Treasury Issue, assuming a price for the Comparable Treasur Issue
(expressed as a percentage of its pricipal amount) equa to the Comparable Treasury
Price. The Treasur Yield shall be caculated as of the thd business day preceding the
redemption date (the "Calculation Date").
"Comparable Treas Issue" means the United States Treasur securty
selected by an Independent Investent Baner as having a matuty comparble to the
remaining term of the bonds of this series that would be utilized, at the time of selection
and in accordance with customar financial practice, in pricing new issues of corprate
debt securties of comparable matuty to the remaining term of the bonds.
"Comparable Treasur Price" means, (A) the average of the bid and asked
prices for the Comparble Treasur Issue (expressed in each case as a percentage of its
principal amount) on the Calculation Date, as set fort in the H. i 5 Daily Update of the
Federa Reserve Ban of New York or (B) if such release (or any successor releae) is not
published or does not contan such prices on such business day, the Reference Treasury
Dealer Quotation for the Calculation Dåte.
"H.l 5(519)" means the weekly statistical release entitled "Statistical
Release H. i 5 (5 I 9)", or any successor publication, published by the Board of Governors
of the Federal Reserve System.
"H.l5 Daily Update" means the daily update of H.15(519) available
though the worldwide website of the Board of Governors of the Federal Reserve System
or any successor site or publication.
B-4
NY22061209.7
"Independent Investent Baner" mean J.P. Morgan Securties LLC or,
if so determined by the Compay, any other independent investment baning institution
of national stding appointed by the Compay and reasonably acceptable to the Trustee.
"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 Comparable Treasur Issue (expressed in each case as a percentage
of its pricipal amount and quoted in wrtig to the Trutee by such Reference Treasur
Dealer at 5:00 p.m. on the Calculation Date).
"Reference Treaur Dealer" meas a primar U.S. Governent securties
dealer in New York City appointed by the Company and reasonably acceptable to the
Trustee.
Except as provided above, the bonds of this series are not redeemable
prior to their stated matuty date.
No recoure shall be had for the payment of the pricipal of or premium, if
any, or interest on this bond against any incorporator or any past, present or futue
subscriber to the capita stock, stockholder, offcer or director of the Company or of any
predecessor or successor corporation, as such, either directly or through the Company or
any predecessor or successor corpration, under any rue of law, statute or constitution or
by the enforcement of any assessment or otherwse, all such liability of incorporators,
subscribes, stockholders, offcers and directors being released by the holder or owner
hereof by the accetace of this bond and being likewise waived and released by the
terms of the Mortgage.
This bond shall not become obligatory until Citiba N.A., the Trustee
under the Mortgage, or its successor thereunder, shall have signed the form of certificate
endorsed hereon.
B-5
NY22061209.7
IN WITNESS WHREOF, AVISTA CORPORATION has caused this
bond to be signed in its corprate name by its President or one of its Vice Presidents by
his signatue or a facsimle thereof, and its corporate seal to be impressed or imprinted
hereon and attested by its Corprate Secreta or one of its Assistant Corprate
Secretaes by his signatue or a facsimile thereof.
Dated:AVISTA CORPORATION
By:
Name:
Title:
ATTST:
Name:
Title:
B-6
NY2 206 i 209. 7
TRUSTEE'S CERTIFICATE
Ths bond is one of the bonds of the series herein designated, described or
provided for in the withn-mentioned Mortgage.
CITIBANK, N.A.
Trutee
By
Authonzed Signatory
B-7
NY22061209.7
ASSIGNMNT FORM
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
(please insert social security or other identifying number ofassigneeJ
(pleae print or typewrte name and address of assignee J
the within bond of A VISTA CORPORA nON and does hereby irrevocably constitute
and appoint , Attorney, to trsfer said bond on the books of th
withn-mentioned Company, will ful power of substitution in the premises.
Dated:
(signatue of asignor J
Notice: The signature to this assignment
must correspond with the name as written
upon the face of the bond in every paricular
without alteration or enlargement or any
change whatsoever.
B-8
NY22061209.7
NY22062998.5
A VISTA CORPORATION
TO
CITIBANK, N.A.
As Successor Trustee under
Mortgage and Deed of Trust,
dated as of June 1, 1939
Fifteth Supplemental Indenture
Providing among other things for a series of bonds designated
"First Mortgage Bonds 1.68% Series due 2013"
Due December 30,2013
Dated as of December i, 20 i 0
CE
iou JAN i I Ati 9: 45
FIFTIETH SUPPLEMENTAL INDENTURE
TIDS INDENTUR, dated as of the 1st day of December, 2010, between
AVISTA CORPORATION (formerly known as The Washington Water Power
Company), a corpration of the State of Washington, whose post office address is
1411 East Mission Avenue, Spokane, Washington 99202 (the "Company"), and
CITIBANK, N.A., formerly Firt National City Ban (successor by merger to First
National City Trust Company, formerly City Ban Farers Trust Company), a national
bankng association incorporated and existing under the laws of the United States of
America, whose post offce address is 388 Greenwich Street, i 4th Floor, New York, New
York 10013 (the "Trustee"), as Trustee under the Mortgage and Deed of Trust, dated as
of June I, i 939 (the "Orginal Mortgage"), executed and delivered by the Company to
secure the payment of bonds issued or to be issued under and in accordance. with the
provisions thereof, ths indentue (the "Fiftieth Supplemental Indentue") being
supplemental to the Original Mortgage, as heretofore supplemented and amended.
WHREAS pursuant to a wrtten request of the Company made in
accordance with Section 103 of the Orginal Mortgage, Francis M. Pitt (then Individual
Trustee under the Mortgage, as supplemented) ceased to be a trustee thereunder on
July 23, 1969, and all of his powers as Individual Trustee have devolved upon the Trustee
and its successors alone; and
WHREAS by the Original Mortgage the Company covenanted that it
would execute and deliver such furter instents and do such fuher acts as might be
necessary or proper to car out more effectually the purses of the Original Mortgage
and to make subject to the lien of the Original Mortgage any propert thereafter acquired
intended to be subject to the lien thereof; and
WHEREAS the Company has heretofore executed and delivered, in
addition to the Original Mortgage, the indentues supplemental thereto, and has issued the
series of bonds, set forth in Exhibit A hereto (the Orginal Mortgage, as supplemented
and amended by the First though Fort-nith Supplemental Indentues, being herein
someties called the "Mortgage"); and
WHEREAS the Orginal Mortgage and the First though Fort-seventh
Supplemental Indentues have been appropriately filed or recorded in varous official
records in the States of Washigton, Idaho, Montaa and Oregon, as set fort in the First
though Fort-eighth Supplementa Indentues and the Instrent of Furer Assurance,
dated December 15, 200 1, hereinafer referred to; and
WHEREAS the Fort-eighth Supplemental Indenture, dated as of
December 1, 2010, and the Fort-ninth Supplemental Indenture, dated as of December i,
20 i 0, are to be appropriately filed or recorded in the varous official records in the States
2
NY2 206298.5
of Washington, Idaho, Montaa and Oregon, information as to such filing and recording
to be set forth in a subsequent supplemental indentue; and
WHEREAS for the purose of confirming or perfecting the lien of the
Mortgage on certain of its properties, the Company has heretofore executed and delivered
a Short Form Mortgage and Security Agreement, in multiple counterpars dated as of
varous dates in i 992, and such instruent has been appropriately filed or recorded in the
varous offcial records in the States of Montana and Oregon; and
WHEREAS for the purpse of confirming or perfecting the lien of the
Mortgage on certn of its properties, the Company has heretofore executed and delivered
an Instrent of Furher Assurace dated as of December i 5, 200 i, and such instrent
has been appropriately filed or recorded in the varous offcial records in the States of
Washington, Idaho, Montana and Oregon; and
WHREAS in addition to the propert described in the Mortgage the
Company has acquired certn other propert, rights and interests in property; and
WHEREAS Section 120 of the Orginal Mortgage, as heretofore amended,
provides that, without the consent of any holders of bonds, the Company and the Trustee,
at any time and from time to tie, may enter into indentues supplemental to the Original
Mortgage for varous purses set forth therein, including, without limitation, to cure
ambiguities or correct defective or inconsistent provisions or to make other changes
therein that shall not adversely affect the interests of the holders of bonds of any series in
any material respect or to establish the form or terms of bonds of any series as
contemplated by Aricle II; and
WHEREAS Section 8 of the Original Mortgage, as heretofore amended,
provides that the form of each series of bonds (other than the First Series) issued
thereunder and of the coupons to be attched to coupon bonds of such series shall be
established by Resolution of the Board of Directors of the Company or by Treasurer's
Certficate, or shall be set fort in an indenture supplemental to the Original Mortgage;
that the form of such series, as so established, shall specify the descriptive title of the
bonds and various other ters thereof; and that such series may also contain such
provisions not inconsistent with the provisions of the Mortgage as the Company may, in
its discretion, cause to be inserted therein expressing or referrng to the terms and
conditions upon which such bonds are to be issued and/or secured under the Mortgage;
and
and
WHREAS the Company fuer desires to create a new series of bonds;
WHEREAS the execution and delivery by the Company of this Fiftieth
Supplemental Indenture and the terms of the Bonds of the Fift-second Series, hereinafter
referred to, have been duly authorized by the Board of Directors of the Company by
3
NY2 20629985
appropriate Resolutions of sad Board of Directors, and all things necessar to make this
Fiftieth Supplemental Indentue a valid, binding and legal instruent have been
pedormed;
NOW, THEREFORE, THIS INENTUR WITNSSETH: That the
Company, in consideration of the premises and of other good and valuable consideration,
the receipt and suffciency whereof are hereby acknowledged, hereby confrms the estate,
title and rights of the Truee (including, without limitation, the lien of the Mortgage on
the propert of the Company subjected thereto, whether now owned or hereafter
acquired) held as securty for the payment of both the principal of and interest and
premium, if any, on the bonds from time to time issued under the Mortgage according to
their tenor and effect and the pedormance of all the provisions of the Mortgage and of
such bonds, and, without limiting the generality of the foregoing, hereby confirms the
grt, bargain, sale, release, conveyance, assignent, tranfer, mortgage, pledge, setting
over and confrmation unto the Trustee, contained in the Mortgage, of all the following
described properties of the Company, whether now owned or hereafer acquired, namely:
All of the property, real, personal and mixed, of every character
and wheresoever situated (except any hereinafter or in the Mortgage
expressly excepted) which the Company now owns or, subject to the
provisions of Section 87 of the Orginal 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
includig (without in anywise limiting or impairing by the enumeration of
the same the scope and intent of the foregoing or of any general
description contained in Mortgage) all lands, real estate, easements,
servitudes, rights of way and leasehold and other interests in real estate; all
rights to the use or appropriation of water, flowage rights, water storage
rights, flooding rights, and other rights in respect of or relating to water;
all plants for the generation of electrcity, power houses, dams, dam sites,
reseroirs, flumes, raceways, diversion works, head works, waterways,
water works, water systems, gas plants, steam heat plants, hot water
plants, ice or refrigeration plants, stations, substations, offces, buildings
and other works and strctues and the equipment thereof and all
improvements, extensions and additions thereto; all generators, machinery,
engines, tubines, boilers, dynamos, transformers, motors, electric
macmnes, switchboards, regulators, meters, electrica and mechanical
appliances, conduits, cables, pipes and mains; all lines and systems for the
transmission and distrbution of electrc curent, gas, steam heat or water
for any purpse; all towers, mains, pipes, poles, pole lines, conduits,
cables, wires, switch racks, insulators, compressors, pumps~ fittings,
valves and connections; all motor vehicles and automobiles; all tools,
implements, apparatu, fuiture, stores, supplies and equipment; all
franchises (except the Company's francmse to be a corporation), licenses,
4
NY2206299.8.5
permits, rights, powers and privileges; and (except as hereinafer or in the
Mortgage expressly excepted) all the right, title and interest of the
Company in and to all other propert of any kind or nature.
TOGETHER WITH all and singular the tenements, hereditaments and
appurenances belonging or in anywse appertning to the aforesaid propert or any par
thereof, with the reversion and reversions, remainder and remainders and (subject to the
provisions of Section 57 of the Origina Mortgage) the tolls, rents, revenues, issues,
earings, income, product and profits thereof, and all the estate, right, title and interest
and claim whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid propert and franchises and every part and parcel
thereof.
THE COMPANY HEREBY CONFIRMS that, subject to the provisions of
Section 87 of the Original Mortgage, all the propert, rights, and franchises acquired by
the Company after the date thereof (except any hereinbefore or hereinafter or in the
Mortgage expressly excepted) are and shall be as fully embraced within the lien of the
Mortgage as if such propert, rights and franchises had been owned by the Company at
the date of the Original Mortgage and had been specifically described therein.
PROVIDED THAT the following were not and were not intended to be
then or now or hereafter granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed under the Mortgage and were, are
and shall be expressly excepted from the lien and operation of the Mortgage
namely: (1) cash, shares of stock and obligations (including bonds, notes and other
securties) not hereafer specifically pledged, paid, deposited or delivered under the
Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held
for the purse of sale in the usual course of business or for consumption in the operation
of any properties of the Company; (3) bils, notes and accounts receivable, and an
contracts, leases and operating agreements not specifically pledged under the Mortgage
or covenanted so to be; (4) electrc energy and other materials or products generated,
manufactured, produced or purchased by the Company for sale, distrbution or use in the
ordinar course of its business; and (5) any propert heretofore released pursuant to any
provisions of the Mortgage and not heretofore disposed of by the Company; provided,
however, that the property and rights expressly excepted from the lien and operation of
the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law)
cease to be so excepted in the event that the Trustee or a receiver or trustee shall enter
upon and tae possession of the Mortgaged and Pledged Property in the maner provided
in Artcle XII of the Original Mortgage by reason of the occurence of a Completed
Default as defined in said Aricle XII.
TO HAVE AND TO HOLD an such properties, real, personal and mixed,
grted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
5
NY2 2062998.5
set over or confrmed by the Company in the Mortgage as aforesaid, or intended so to be,
unto the Trustee, and its successors, heir and assigns forever.
IN TRUST NEVERTHELESS, for the same puroses and upon the same
terms, trusts and conditions and subject to and with the same provisos and covenants as
set fort in the Mortgage, ths Fiftieth Supplementa Indentue being supplemèntal to the
Mortgage.
AND IT IS HEREBY FURTHR CONFIRMED by the Company that all
the terms, conditions, provisos, covenants and provisions contaned in the Mortgage shall
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 Trustee and the
beneficiares of the trst with respct to said propert, and to the Trustee and its
successors in the tr, in the same maner and with the same effect as if the said property
had been owned by the Company at the time of the execution of the Original Mortgage,
and had been specifically and at lengt described in and conveyed to said Trustee by the
Original Mortgage as a par of the property therein stated to be conveyed.
The Company fuer covenants and agrees to and with the Trustee and its
successor or successors in such trt under the Mortgage, as follows:
ARTICLE I
Fif-second Series of Bonds
SECTION 1. (1) There shall be a series of bonds designated "First
Mortgage Bonds, 1.68% Series due 2013" (herein sometimes referred to as the "Bonds of
the Fift~second Series"), each of which shall also bear the descriptive title First
Mortgage Bond and the form thereof is set forth on Exhibit B hereto. The Bonds of the
Fift-second Series shall be issued as fuly registered Bonds in denominations of One
Thousand Dollar and, at the option of the Company, any amount in excess thereof (the
exercise of such option to be evidenced by the execution and delivery thereof) and shall
be dated as in Section i 0 of the Original Mortgage provided. The Bonds of the Fift-
second Series shall be limited in aggregate pricipal amount to $50,000,000 (except for
Bonds of such series authenticated and delivered upon transfer of or in exchange for, or
in lieu of, other Bonds of such series).
(II) The Bonds of the Fift-second Series shall matue, bear interest, be
payable, be redeemable and be otherwse as set fort below:
(a) the principal of Bonds of the Fift-second Series shall
(uness theretofore paid) be payable on the Stated Matuty Date (as hereinafter
defined);
6
NY220629985
(b) the Bonds of the Fift-second Series shall bear interest at
the rate of one and sixty-eight one hundredths percentum (1.68%) per anum;
interest on such Bonds shall accrue from and including December 30, 2010,
except as otherwise provided in the form of bond attched hereto as Exhbit B;
interest on such Bonds shall be payable on each Interest Payment Date and at
Matuty (as each of such terms is hereinafter defined); and interest on such
Bonds durng any period for which payment is made shall be computed on the
basis of a 360-day year consisting of twelve 30-days months;
(c) the principal of and premium, if any, and interest on eachBond of the Fift-second Series payable at Maturity shall be payable upon
presentation thereof at the offce or agency of the Company in the Borough of
Manattan, The City of New York, in such coin or currency as at the time of
payment is legal tender for public and private debts. The interest on each Bond of
the Fift-second Series (other than interest payable at Maturity) shall be payable
by check, in similar coin or curency, mailed to the registered owner thereof as of
the close of business on the Record Date (as hereinafter defined) next preceding
each Interest Payment Date; provided, however, that if such registered owner
shall be a securties deposita, such payment may be made by such other means
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 Fifty-
second Series shall be held by an Institutional Investor (as hereinafter defined),
payment of principal of and premium, if any, and interest on the Bonds of the
Fift-second Series shall be payable in the maner specified in the Bond Purchase
Agreement (as hereinafer defined).
(d) The Bonds of the Fift-second Series shall be redeemable
in whole at any time, or in par from time to time, at the option of the Company at
a redemption price equal to the greater of
(i)
redeemed, and
i 00% of the principal amount of the Bonds being
(ii) the sum of the present values of the remaining
scheduled payments of principal of and interest (not including any portion
of any scheduled payment of interest which accrued prior to the
redemption date) on the Bonds being redeemed discounted to the date of
redemption on a semianual basis (assuming a 360-day year consisting of
twelve 3D-day month) at a discount rate equal to the Treasur Yield (as
hereinafter defined) plus 50 basis points,
plus, in the case of either (i) or (ii) above, whichever is applicable, accrued
interest on such Bonds to the date of redemption.
7
NY2 20629985
(e) (i) "Treasur Yield" mean, with respect to any
redemption of Bonds of the Fift-second Series, the rate per anum equal to the
semianua equivalent yield to matuty of the Comparable Treasury Issue,
assumng a price for the Comparable Treasur Issue (expressed as a percentage of
its principal amount) equa to the Comparble Treasur Price. The Treasur
Yield shall be calculated as of the thd business day preceding the redemption
date (the "Calculation Date").
(ii) "Comparable Treasur Issue" means the United
States Treas securty selected by an Independent Investment Banker as having
a matuty comparable to the remainig term of the Bonds of the Fift-second
Series that would be utilized, at the time of selection and in accordance with
customar financial practice, in pricing new issues of corporate debt securities of
comparable matuty to the remaiing term of the Bonds.
(iii) "Comparable Treasur Price" means, (A) the
average of the bid and asked prices for the Comparble Treasury Issue (expressed
in each case as a percentage of its principal amount) on the Calculation Date, as
set fort in the H.1S Daily Update of the Federal Reserve Ban of New York or
(B) if such release (or any successor release) is not published or does not contain
such prices on such business day, the Reference Treasury Dealer Quotation for
the Calculation Date.
(iv) "H.1S(519)" mean the weekly statistical release
entitled "Statistical Release H.lS (S19)", or any successor publication, published
by the Board of Governors of the Federal Reserve System.
(v) "H.1S Daily Update" means the daily update of
H.1S(S19) available though the worldwide website of the Board of Governors of
the Federal Reserve System or any successor site or publication.
(vi) "Independent Investment Baner" means KeyBanc
Capita Markets Inc. or, if so determined by the Company, any other independent
investment baning institution of national standing appointed by the Company
and reasonably acceptable to the Trustee.
(vii) "Reference Treasur Dealer Quotation" means, with
respect to the Reference Treasur Dealer, the average, as determed by the
Trutee, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its pricipal amount and quoted in writing to the
Trustee by such Reference Treasur Dealer at 5:00 p.m. on the Calculation Date).
(viii) "Reference Treasury Dealer" means a primar U.S.
Governent securities dealer in New York City appointed by the Company and
reasnably acceptable to the Trutee.
8
NY2 2062998.5
(f) If less than all of the outstanding Bonds of the Fift-second
Series are to be redeemed, the principal amount to be redeemed shall be prorated
among all of the holders of such Bonds in the proportion that their respective
holdings bear to the aggregate principal amount of such Bonds outstanding on the
date of selection. The portion of any Bond to be redeemed shall be in the
principal amount of $1,000 or an integral multiple thereof and such rounding
allocations as may be requisite for this purose shall be made by the Trustee in its
uncontrolled discretion. The Trustee shall promptly notify the Company in
wrtìng of the distictive numbers of the Bond and the portions thereof so selected
for redemption.
(g) Except as provided in this subsection (T) of Section i, the
Bonds of the Fift-second Series shall not be redeemable prior to the Stated
Matuty Date.
(III) (a) At the option of the registered owner, any Bonds of the
Fift-second, upon surender thereof for cancellation at the office or agency of the
Company in the Borough of Manattan, The City of New York, shall be exchangeable
for a like aggregate principal amount of Bonds of the same series of other authorized
denominations.
The Bonds of the Fift-second Series shall be transferable, upon the
surender thereof for cancellation, together with a wrtten instrment of trsfer in form
approved by the registr duly executed by the registered owner or by his duly authorized
attorney, at the offce or agency of the Company in the Borough of Manatt, The City
of New York.
Upon any exchange or transfer of Bonds of the Fift-second Series, the
Company may. make a charge therefor sufficient to reimburse it for any ta or taxes or
other governenta. charge, as provided in Section i 2 of the Original Mortgage, but the
Company hereby waives any right to make a charge in addition thereto or any exchange
or transfer of Bonds of the Fift-second Series; provided, however, that the Company
shall not be required to make any trasfer or exchange of any Bonds of the Fift-second
for a period of 10 days next preceding any selection of such Bonds for redemption, nor
shall it be required to make transfers or exchange of any Bonds of the Fift-second Series
which shal have been selected for redemption in whole or in par.
The Bonds of the Fifty-second Series shall bear a legend as to restrictions
on transfer substtially as set fort below:
The Bonds evidenced hereby have not been registered under the
Securties Act of i 933, as amended (the "Securities Act") and may
not be offered, sold, pledged or otherwse transferred in
contravention of the Securties Act.
9
NY22062998.5
(IV) For all purses of this Fiftieth Supplemental Indentue, except as
otherwse expressly provided or uness the context otherwse requires, the terms listed
below, when used with respect to the Bonds of the Fift-second Series, shall have the
meanings specified below:
"Bond Purchase Agreement' means the Bond Purchase Agreement, dated
December 30, 2010, between the Company and the purchasers listed on Schedule
A thereto.
"Business Day" means any day, other than a Satuday or Sunday, which is
not a day on which banng institutìons or trt companies in The City of New
York, New York are generaly authorized or required by law, regulation or
executive order to remain closed.
"Institutional Investor" mean (a) any original purchaser of a Bond of the
Fift-second Series, (b) any holder of a Bond of the Fift-second Series holding
(together with one or more of its affiliates) more than $1,000,000 in aggregate
principal amount of the Bonds of the Fift-second Series then outstanding, and (c)
any ban, trst company, savings and loan association or other financial
institution, any pension plan, any investment company, any insurance company,
any broker or dealer, or any other similar financial institution or entity, regardless
of legal form.
"Interest Payment Date" means June 30 and December 30 in each year,
commencing June 30, 2011.
"Maturity" means the date on which the principal of the Bonds of the
Fift-second Series becomes due and payable, whether at the Stated Maturity
Date, upon redemption or acceleration, or otherwse.
"Record Date", with respect to any Interest Payment Date, means the
close of business on the Business Day next preceding such Interest Payment Date.
"Stated Maturity Date" means December 30, 2013.
(V) Notwthstading the provisions of Section 106 of the Original
Mortgage, as amended, the Company shall not cause any Bonds of the Fifty-second
Series, or any portion of the pricipal amount thereof, to be deemed to have been paid as
provided in such Section and its obligations in respect thereof to be deemed to be
satisfied and discharged prior to the Matuty thereof unless the Company shall deliver
to the Trutee either:
(a) an instrent wherein the Company, notwithstanding the
effect of Section 106 of the Original Mortgage, as amended, in respect of such
Bonds, shall assume the obligation (which shall be absolute and unconditional) to
10
NY2 2062998.5
irrevocably deposit with the Trustee such additional sums of money, if any, or
additional governent obligations (meeting the requirements of Section 106), if
any, or any combination thereof, at such time or times, as shall be necessar,
together with the money and/or governent obligations theretofore so deposited,
to pay when due the principal of and premium, if any, and interest due and to
become due on such Bonds or portons thereof, all in accordance with and subject
to the provisions of Section 106; provided, however, that such instrent may
state that the obligation of the Company to make additional deposits as aforesaid
shal be subject to the delivery to the Company by the Trustee of a notice
assertng the deficiency accompanied by an opinion of an independent accountant
showing the calculation thereof (which opinion shall be obtained at the expense of
the Company); or
(b) an Opinion of Counsel to the effect that the holders of such
Bonds, or portions of the pricipal amount thereof, will not recognize income,
gain or loss for United States federal income ta purposes as a result of the
satisfaction and discharge of the Company's indebtedness in respect thereof and
wil be subject to United States federal income ta on the same amounts, at the
same times and in the same maner as if such satisfaction and discharge had not
been effected.
(VI) Anytng in this Supplemental Indentue or the Bonds of the Fift-
second Series to the contrar notwthtading, any payment of principal of or premium,
if any, or interest on any Bond of the Fift-second Series that is due on a date other than
a Business Day shall be made on the next succeeding Business Day without including
the additional days elapsed in the computation of the interest payable on such next
succeeding Business Day; provided, however, that if the Matuty Date of any Bond is a
date other than a Business Day, the payment otherwse due at Matuity shall be made on
the next succeeding Business Day and shall include the additional days elapsed in the
computation of interest payable on such next succeeding Business Day.
(VII) The Bonds of the Fift-second Series shall have such fuer terms
as are set fort in Exhibit B hereto. If there shall be a conflict between the terms of the
form of bond and the provisions of the Mortgage, the provisions of the Mortgage shall
control to the extent permitted by law.
11
NY22062998.5
ARTICLE II
Outstanding Bonds
Upon the delivery of ths Supplemental Indenture, Bonds of the Fift-
second Senes in an aggregate pnncipal amount of $50,000,000 are to be issued and wíIl
be Outstadig, in addition to $1,523,700,000 aggregate pnncipal amount of bonds of
pnor senes Outstading at the date of delivery of this Fiftieth Supplemental Indenture.
ARTICLE III
Miscellaneous Provisions
SECTION 1. The terms defined in the Original Mortgage shall, for all
purses of this Fifteth Supplemental Indentue, have the meanings specified in the
Onginal Mortgage.
SECTION 2. The Truee hereby confirms its acceptace of the trusts in
the Original Mortgage declared, provided, created or supplemented and agrees to perform
the same upon the terms and conditions in the Onginal Mortgage set forth, including the
followíng:
The Trustee shall not be respnsible in any maner whatsoever for or in
respect of the validity or suffciency of ths Fifteth Supplemental Indentue or for or in
respect of the recitals contaed herein, all of which recitals are made by the Company
solely. Each and every term and condition contaed in Arcle XVI of the Original
Mortgage, shall apply to and form par of ths Fiftieth Supplementa Indenture wíth the
same force and effect as if the same were herein. set fort in full, with such omissions,
vanations and insertions, if any, as may be appropnate to make the same conform to the
provisions of ths Fifteth Supplemental Indentue.
SECTION 3. Whenever in this Fiftieth Supplemental Indenture either of
the paries hereto is named or referred to, this shall, subject to the provisions of
Aricles XV and XVI of the Onginal Mortgage be deemed to include the successors and
assigns of such pary, and all the covenants and agreements in ths Fifteth Supplemental
Indentue contaned by or on behalf of the Company, or by or on behalf of the Trustee, or
either of them, shall, subject as aforesaid, bind and inure to. the respective benefits of the
respective successors and assigns of such pares, whether so expressed or not.
SECTION 4. Nothing in ths Fiftieth Supplementa Indentue, expressed
or implied, is intended, or shall be constred, to confer upon, or to give to, any person,
firm or corporation, other than the paries hereto, the holders of the Bonds Outstanding
under the Mortgage, any right, remedy or clai under or by reason of this Fiftieth
12
NY2 2062998.5
Supplemental Indenture or any covenant, condition, stipulation, promise or agreement
hereof, and all the covenants, conditions, stipulations, promises and agreements in this
Fiftieth Supplemental Indentue contaned by or on behalf of the Company shall be for
the sole and exclusive benefit of the paries hereto, and of the holders of the Bonds
Outstanding under the Mortgage.
SECTION 5. Ths Fifteth Supplemental Indentue shall be executed in
several counterpars, each of which shall be an original and all of which shall constitute
but one and the same instruent.
SECTION 6. The titles of the several Articles of this Fiftieth
Supplementa Indentue shall not be deemed to be any par thereof.
13
NY2 2062998.5
IN WITNSS WHREOF, on the 7th day of December, 2010, AVISTA
CORPORATION has caused its corprate name to be hereunto affxed, and this
instrment to be signed and sealed by its President or one of its Vice Presidents, and its
corporate seal to be attested by its Corprate Secreta or one of its Assistat Corporate
Secretares for and in its behalf, all in The City of Spokane, Washington, as of the day
and year first above wrtten; and on the 7th day of December, 2010, CITIANK, N.A.,
has caused its corporate name to be hereunto affixed, and this instrment to be signed and
sealed by its President or one of its Vice Presidents or one of its Senior Trust Offcers or
one of its Trust Offcers and its corprate seal to be attested by one of its Vice Presidents
or one of its Trust Offcers, all in The City of New York, New York, as of the day and
year fist above wrtten.
A VISTA CORPORATIONBy:li~
Nar Jason R. Thackston
Title: Vice President
Attest:
S~a- Yo (hfY?
Name: Susan Y. Fleming
Title: Assistat Corporate Secreta
Executed, sealed and delivered
by A VISTA CORPORATION
in the presence of:ci~
Name: Diane C. Thoren
~ L \V b. U-
Nan; RYan Krselt
14
CITJBANK, N.A., AS TRUSTEE
Attest:
Executed, sealed and delivered
by CITlBANK, N.A.,
as trustee. in the resence of:
=;
=-
=-
ÇITIBAN(.
====
Name: Cirino Emanuele
15
STATE OF WASHIGTON)
) 55.:
COUNTY OF SPOKA )
On the 7th day of December, 2010, before me personally appeared Jason
R. Thackston, to me known to be a Vice President of A VISTA CORPORATION, one of
the corporations that executed the within and foregoing instrment, and acknowledged
said instrent to be the free and volunta act and deed of said Corporation for the uses
and puroses therein mentioned and on oath stated that he was authorized to execute said
instrent and that the seal affxed is the corporate seal of said Corporation.
On the 7th day of Deceiber, 2010, before me, a Notary Public in and for
the State and County aforesaid, personally appeared Jason R. Thackston, known to me to
be a Vice President of A VISTA CORPORATION, one of the corporations that executed
the within and foregoing instrment and acknowledged to me that such Corporation
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand andaffixed my
offcial seal the day and year first abve wrtten.
,\'''''11''11
"",'N CORAl!'"
~~~~..~S\õÑ.Ë;pz... l~'~.. ._..,~ 'L'.,,,. .~.. .~.."~ ':0 lP\-:
= fO N01AR~ : ~
= : PUBL\C : 02 =.. in" . :...- \l#i.. . L - -, ~. . ~,'.-.. ll..0"~ ; l' ....1.29.i.~~... ~ '"~ I: ........~' ~
"'1 OF W~S \",111'",,"\\\
(2 w ~ CCr AJ
Notar Public
16
STATE OFNEW YORK )
) ss.:COUNTY OF NEW YORK )
On the ih day of December, 2010 before me personally appeared Wafaa
Orfy, to me known to be a Vice President of CITIBANK, N.A., one of the corporations
that executed the within and foregoing instrument, and acknowledged said instrument to
be the free and voluntary act and deed of said Corporation for the uses and purposes
therein mentioned and on oath stated that she was authorized to execute said instrument
and that the seal affxed is the corporate seal of said Corporation.
On the ih day of December, 2010, before me, a Notary Public in and for
the State and County aforesaid, personally appeared Wafaa Orf, known to me to be a
Vice President of CITIBANK, N.A., one of the corporations that executed the within and
foregoing instrument and acknowledged to me that such Corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affxed my
otTcial seal the day and year first above wrí~fJ~.r Notary Public
Notary Stamp
NOREEN IRIS SANTOS
Notary Public, State of New York
Registration #0 1 SA6228750
Qualified in Nassau County
Commission Expires Sept. 27, 2014
17
EXHmITA
MORTGAGE, SUPPLEMENTAL INENTURES
AND SERIES OF BONDS
MORTGAGE OR SERIES PRINCIPAL PRINCIPAL
SUPPLEMENTAL AMOUNT AMOUNT
INDENTURE DATEDASQF NO.DESIGNATION ISSUED OUTSTANDING
Original June I, 1939 I 3-1/2% Series due 1964 $22,000,000 None
First October 1, 1952 2 3-3/4% Series due 1982 30,000,000 None
Second May 1, 1953 3 3-7/8% Series due 1983 10,000,000 None
Third December 1, 1955 None
Fourth March 15, 1957 None
Fift July 1, 1957 4 4-7/8% Series due 1987 30,000,000 None
Sixth Januar 1, 1958 5 4-1/8% Series due 1988 20,000,000 None
Seventh August 1, 1958 6 4-3/8% Series due 1988 15,000,000 None
Eighth Januar 1, 1959 7 4-3/4% Series due 1989 15,000,000 None
Ninth Januar 1, 1960 8 5-3/8% Series due 1990 10,000,000 None
Tenth April 1, 1964 9 4-5/8% Series due 1994 30,000,000 None
Eleventh March 1,1965 10 4-5/8% Series due 1995 10,000,000 None
Twelfth May 1, 1966 None
Thirteenth August I, 1966 11 6 % Series due 1996 20,00,000 None
Fourteenth April 1, 1970 12 9-1/4% Series due 2000 20,000,000 None
Fifteenth May 1, 1973 13 7 -7/8% Series due 2003 20,000;000 None
Sixteenth Februar I, 1975 14 9-3/8% Series due 2005 25,00,000 None
Seventeenth November i, i 976 15 8-3/4% Series due 2006 30,000,000 None
Eighteenth June 1, 1980 None
NY2 2062998.5
MORTGAGE OR ~PRINCIPAL PRINCIPAL
SUPPLEMENTAL AMOUNT AMOUNINENTDATED AS OF NO.DESIGNATION ISSUED OUTSTANDING
Nineteenth Januar 1, 1981 16 14-1/8% Series due 40,000,000 None
1991
Twentieth August 1, 1982 17 15-3/4% Series due 60,000,000 None
1990-1992
Twenty-Fir September I, 1983 18 13- 1/2% Series due 60,000,000 None
2013
Twenty-Second March 1, 1984 19 13-1/4% Seres due 60,000,000 None
1994
Twenty-Third December 1, 1986 20 9-1/4% Series due 2016 80,000,000 None
Twenty-Fourth Januar I, l 988 21 10-3/8% Series due 50,000,000 None
2018
Twenty-Fift October 1, 1989 22 7-1/8% Series due 2013 66,700,000 None
7-2/5% Series due 2016
23 17,000,000 .None.
Twenty-Sixth April 1, 1993 24 Secured Medium-Term 250,000,000 43,000,OQO .
Notes, Series A
($250,000,000
authorized)
Twenty-Seventh Januar 1, 1994 25 Securd Medium-Term 161,000,000 None
Notes, Series B
($250,000,000authorid)
. Twenty-Eighth September 1, 2001 26 Collateral Series due 220,000,000 None
2002
Twenty-Ninth December 1,2001 27 7.75% Series due 2007 150,000,000 None
Thirtieth May 1,2002 28 Collaterl Seres due 225,000,000 None
2003
Thirt-first May 1,2003 29 Collateral Series due 245,000,000 None
2004
Thirt-second Septembe 1, 2003 30 6.125% Series due 2013 45,000,000 None
A-2
NY220629985
MORTGAGE OR SERIES PRINCIPAL PRINCIPAL
SUPPLEMEAL AMOUNT AMOUNT
INDENT DATED AS OF NO.DESIGNA nON ISSUED OUTSANDING
Thirt-third May 1,200 31 Collateral Series due 350,000,000 None
2005
Thirt-four November 1, 2004 32 5.45% Series due 2019 90,000,000 90,000,000
Thirt-fift December 1,2004 33 Collateral Series 2oo4A 88,850,000 25,000,000
Thirt-sixth December 1, 2004 34 Collateral Series 2004B 66,700,000 None
Collateral Series 2004C
35 17,000,000 None
Thirt-seventh December 1,2004 36 Collateral Series 20040 350,000,000 None
Thirt-eighth May 1,2005 37 Collateral Series 2005B 66,700,000 None
Collateral Series 2OO5C
38 17,000,000 None
Thirt-ninth November 1,2005 39 6.25% Series due 2035 100,000,000 100,000,000
50,000,000 50,00,000
Fortieth April 1,2006 40 Collateral Series due 320,000,000 320,000,000
2011
. Fort-frrst December 1,2006 41 5.70% Series due 2037 150,000,000 150,000,000
Fort-second April 1, 2008 42 5.95% Series due 2018 250,000,000 250,000,000
Fort-third November I, 2008 43 Collateral Series 2008A 200,000,000 None
F ort- four December i, 2008 44 7.25% Series due 2013 30,000,000 None
Fort-fift December 1, 2008 45 Collateral Series 2008B 17,000,000 None
fort-sixth September 1, 2009 46 5.125% Series due 2022 250,000,000 250,000,000
Fort-seventh September I, 2009 47 Collateral Series 2oo9A 75,000,000 75,000,000
. Fort-eighth December 1, 20 io 48 Collatera Series 2010A 66,700,000 66,700,000
49 Collateral Series 201 OB 17,000,000 17,000,000
A-3
NY2 2062998.5
MORTGAGE OR SERIES PRINCIPAL PRINCIPAL
SUPPLEMENTAL AMOUNT AMOUNT
INDENTURE DATED AS OF NO.DESIGNA nON ISSUED OUTSTANDING
Fòrt-nInth December 1,2010 50 3.89% Series due 2020 52,000,000 52,000,000
51 5.55% Series due 2040 35,000,000 35,000,000
A-4
NY2 2062998.5
EXHIBITB
(Form of Bond)
The Bonds evidenced hereby have not been registered under
the Securities Act of 1933, as amended (the "Securities Act")
and may not be offered, sold, pledged or otherwise transferred
in contravention of the Securities Act.
PPN
AVISTA CORPORATION
First Mortgage Bond,
1.68% Series due 2013
REGISTERED REGISTERED
NO.$
AVISTA CORPORATION, a corpration of the State of Washington
(hereinafer called the Company), for value received, hèreby promises to pay to
, or registered assigns, on December 30,2013
DOLLARS
and to pay the registered owner hereof interest thereon semi~anuaiiy in arrears on June
30 and December 30 in each year (each such date being hereinafter called an "Interest
Payment Date"), commencing June 30,2011 and at Matuty (as hereinafter defined), at
the rate of one and sixty-eight one hundredths percentu (1.68%) per anum computed
on the basis of a 360-day year consistg of twelve 30-day months, until the Company's
obligation with respect to the payment of such principal shall have been discharged. Ths
bond shall bear interest from December 30, 2010 or from the most recent Interest
Payment Date on or prior to the date of this bond to which interest on the bonds of this
series has been paid. The principal of and premium, if any, and interest on this bond
payable at Matuty shall be payable upon presentation hereof at the offce or agency of
NY2 2062998.5
the Company in the Borough of Manatt, The City of New York, in such coin or
curency of the United States of America as at the time of payment is legal tender for
public and prvate debts. The interest on this bond (other than interest payable at
Matuty) shall be paid by check, in the similar coin or curency, mailed to the registered
owner hereof as of the close of business on the Business Day next preceding each Interest
Payment Date (each such date being herein called a "Record Date"); provided, however,
that if such registered owner shal be a securities deposita, such payment shall be made
by such other means in lieu of check as shall be agreed upon by the Company, the
Trustee and such registered owner; and provided fuer that, so long as this Bond shall
be held by an Institutional Investor (as defined in the Fiftieth Supplemental Indentue
referred to below), payment of principal of and premium, if any, and interest on this Bond
shall be payable in the maner spcified in the Bond Purchase Agreement (as defined in
such Fiftieth Supplementa Indentue). Interest payable at Matuty shall be paid to the
person to whom principal shall be paid. As used herein, the term "Matuity" shall mea
the date on which the principal of this bond becomes due and payable, whether at stated
maturity, upon redemption or acceleration, or otherwse.
This bond is one of an issue of bonds of the Company issuable in series
and is one of a series known as its First Mortgage Bonds, 1.68% Series due 2013, all
bonds of all such series being issued and issuable under and equally secured (except
insofar as any sinking or other fud, established in accordance with the provisions of the
Mortgage hereinafter mentioned, may afford additional security for the bonds of 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 Washington
Water Power Company) to City Ban Farers Trust Company and Ralph E. Morton, as
Trustees (Citiban, N.A., successor Trustee to both said Trutees). The Original
Mortgage has been amended and supplemented by varous supplementa indentues,
including the Fiftieth Supplementa Indentue, dated as of December t, 2010 (the
"Fiftieth Supplemental Indentue"), and, as so amended and supplemented, . is herein
called the "Mortgage". Reference is made to the Mortgage for a description of the
property mortgaged and pledged, the nature and extent of the secunty ,the rights ùf the
holders of the bonds and of the Trutee in respct thereof, the duties and immunities of
the Trustee and the terms and conditions upon which the bonds are and are to be secured
and the circumstances under which additional bonds may be issued. If there shall be a
conflct between the terms of this bond and the provisions of the Mortgage, the
provisions of the Mortgage shall control to the extent permitted by law. The holder of
ths bond, by its acceptance hereof, shall be deemed to have consented and agreed to all
of the terms and provisions of the Mortgage and, fuher, in the event that such holder
shall not be the sole beneficial owner of this bond, shall be deemed to have agreed to use
all commercially reasonable efforts to cause all direct and indirect beneficial owners of
this bond to have knowledge of the terms and provisions of the Mortgage and of this
bond and to comply therewith, including parcularly, but without limitation, any
provisions or restrictions in the Mortgage regarding the transfer or exchange of such
beneficial interests and any legend set fort on this bond.
B-2
NY2 2062998.5
The Mortgage may be modified or altered by affirmative vote of the
holders of at least 60% in pnncipal amount of the bonds outstanding under the Mortgage,
considered as one class, or, if the nghts of one or more, but less than all, senes of bonds
then outstading are to be afected, then such modification or alteration may be effected
with the affrmative vote only of 60% in pnncipal amount of the bonds outstanding of the
series so to be affected, considered as one class, and, fuhermore, for limited purses,
the Mort~may be modified or altered without any consent or other action of holders
of any series of bonds. No modification or alteration shall, however, permit an extension
of the Matuty of the pnncipal of, or interest on, this bond or a reduction in such
principal or the rate of interest hereon or any other modification in the terms of payment
of such principal or interest or the creation of any lien equal or prior to the lien of the
Mortgage or deprive the holder of a lien on the mortgaged and pledged propert without
the consent of the holder hereof.
The principal hereof may be declared or may become due prior to the
stated matunty date on the conditions, in the maner and at the time set fort in the
Mortgage, upon the occurence of a Completed Default as inthe Mortgage provided.
As provided in the Mortgage and subject to certain limitations therein set
fort, this bond or any portion of the principal amount hereof will be deemed to have
been paid if there has been irevocably deposited with the Trustee moneys or direct
obligations of or obligations guantee by the United States of America, the principal of
and interest on which when due, and without regard to any reinvestment thereof, will
provide moneys which, together with moneys so deposited, wil be sufficient to pay when
due the principal of and premium, if any, and interest on this bond when due.
The Mortgage contans terms, provisions and conditions relating to the
consolidation or merger of the Company with or into, and the conveyance or other
transfer, or lease, of assets to, another corpration and to the assumption by such other
corpration, in certn circumstaces, of all of the obligations of the Company under the
Mortgage and on the bonds secured thereby.
In the maner prescribed in the Mortgage, this bond is transferable by the
registered owner hereof in person, or by his duly authorized attorney, at the office or
agency of the Company in the Borough of Manatt, The City of New York, upon
surrender and cancellation of ths bond, together with a wrtten instrent of transfer
whenever required by the Company duly executed by the registered owner or by its duly
authorized attorney, and, thereupon, a new fuly registered bond of the same series for a
like pnncipal amount will be issued to the transferee in exchange herefor as provided in
the Mortgage. The Company and the Trustee may deem and treat the person in whose
name ths bond is registered as the absolute owner hereof for the purpose of receiving
payment and for all other purses.
In the maner prescribed in the Mortgage, any bonds of this series, upon
surender thereof for cancellation at the offce or agency of the Company in the Borough
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of Manattan, The City of New York, are exchangeable for a like aggregate principal
amount of bonds of the same series of other authorized denominations.
The bonds of this series shall be redeemable. in whole at any time or in
par from time to time, at the option of the Company ,upon notice mailed as provided in
Section 52 of the Mortgage, at the option of the Company at a redemption price equa to
the greater of
(a) 100% of the pricipal amount of the bonds being redeemed,
and
(b) the sum of the present values of the remaining scheduled
payments of principal of and interest (not including any portion of any scheduled
payment of interest which accrued prior to the redemption date) on the bonds
being redeemed discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasur Yield (as hereinafer defined) plus 50 basis points,
plus, in the case of either (i) or (ii) above, whichever is applicable, accrued interest on
such Bonds to the date of redemption.
"Treasur Yield" mean, with respect to any redemption of the bonds of
ths series, the rate per anum equal to the semianual equivalent yield to maturity of the
Comparable Treaury Issue, assumng a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasur
Price. The Treasur Yield shall be calculated as of the third business day preceding the
redemption date (the "Calculation Date").
"Comparable Treaur Issue" means the United States Treasur seurty
selected by an Independent Investment Baner as having a maturty comparble to the
remaining term of the bonds of ths series that would be utilized, at the time of selection
and in accordance with customar fiancial practice, in pricing new issues of corprate
debt securties of comparable maturty to the remaining term of the bonds.
"Comparable Treas Prce" means, (A) the average of the bid and asked
prices for the Comparable Treasur Issue (expressed in each case as a percentage of its
principal amount) on the Calculation Date, as set fort in the H. i 5 Daily Updte of the
Federal Reserve Ban of New York or (B) if such release (or any successor release) is not
published or does not contain such prices on such business day, the Reference Treasu
Dealer Quotation for the Calculation Date.
"H.15(519)" means the weekly statistical release entitled "Statistical
Release H.15 (519)", or any successor publication, published by the Board of Governors
of the Federal Reserve System.
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NY22062998.5
"H.lS Daily Update" means the daly updte of H.lS(519) available
though the worldwide website of the Board of Govemors of the Federal Reserve System
or any successor site or publication.
"Independent Investent Baner" means KeyBanc Capital Markets Inc.
or, if so determned by the Company, any other independent investment baning
institution of national standing appointed by the Company and reasonably acceptable to
the Trustee.
"Reference Treasur Dealer Quotation" means, with respect to the
Reference Treasur Dealer, the average, as determined by the Trutee, of the bid and
asked pnces for the Comparable Treasur Issue (expressed in each case as a percentage
of its pnncipal amount and quoted in wrting to the Trustee by such Reference Treasury
Dealer at 5:00 p.m. on the Calculation Date).
"Reference Treasur Dealer" means a pnmar U.S. Governent secunties
dealer in New York City appointed by the Company and reasonably acceptable to the
Trustee.
Except as provided above, the bonds of this senes are not redeemable
pnor to their stated matuty date.
No recourse shall be had for the payment of the principal of or premium, if
any, or interest on this bond agai any incorprator or any past, present or futue
subscnber to the capital stock, stockholder, offcer or director of the Company or of any
predecessor or successor corporation, as such, either directly or though the Company or
any predecessor or successor corporation, under any rue of law, statute or constitution or
by the enforcement of any assessment or otherwse, all such liability of incorporators,
subscnbers, stockholders, offcers and directors being released by the holder or owner
hereof by the acceptace of ths bond and being likewise waived and releaed by the
terms of the Mortgage.
This bond shall not become obligatory until Citiban, N .A., the Trustee
under the Mortgage, or its successor thereunder, shall have signed the form of certificate
endorsed hereon.
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IN WITNESS WHREOF, A VISTA CORPORATION has caused ths
bond to be signed in its corporate name by its President or one of its Vice Presidents by
his signatue or a facsimile thereof, and its corporate seal to be impressed or imprinted
hereon and attested by its Corporate Secreta or one of its Assistant Corporate
Secretaes by his signatue or a facsimile thereof.
Dated:A VISTA CORPORATION
By:
Name:
Title:
ATTEST:
Name:
Title:
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TRUSTEE'S CERTIFCATE
Ths bond is one of the bonds of the series herein designated, described or
provided for in the within-mentioned Mortgage.
CITIBANK, N.A.
Trustee
By
Authorized Signtory
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ASSIGNMENT FORM
transfers unto
FOR V ALUE RECEIVED the undersgned hereby sells, assigns and
(pleas insert social security or other identifying number of assignee J
(please print or tywrite name and address of assignee)
the withn bond of AVISTA CORPORATION and does hereby irevocably constitute
and appoint , Attorney, to transfer said bond on the books of the
with-mentioned Company, will full power of substitution in the premises.
Dated:
(signature of assignor J
Notice: The signatue to this assignent
must correspond with the name as wrtten
upon the face of the bond in every paricular
without alteration or enlargement or any
change whatsoever.
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