20120113Fifty-third Supplemental Indenture.pdf

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.J'I~'V'ST4.
Corp.
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D. Jewell, Secretar
Case No. A VU-U-II-0L
e submitting the following inormtion in compliance with the Commssion's Order No. 32338
er Case No. A VU-U-II-0 1 for the sale of securties not to exceed $450,000,000.
n December 14, 2011, Avista Corp. issued $85.0 millon of 4.45 percent First Mortgage Bonds (FBs)
due December 2041 under a bond purchase agreement with certain institutional investors in the private
placement market. The new First Mortgage Bonds were issued under and in accordace 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 instruents.
The bonds have not been, and wil not be, registered under the Securties Act of 1933 or any state
securties laws and may not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
The total net proceeds, detailed in Table 1, from the sale of the new bonds were used to repay a portion
of the borrowings outstandig under the Company's $400.0 millon commtted line of credit.
Table 1.
Attached are the term sheet for this issuance and the 53rd supplemental indentue that was
executed in connection to ths issuance. If the private placement agreements are needed, please
let us know.
Please contact Damien Lysiak at [phone] if you have any questions.
Sincerely,~~~
Diane C. Thoren
Treasurer
Enclosure
~~
Bank of America ~
Merril Lynch o Mitsubishi UFJ Securities
MUfG r!bancrp.Irrvntmerts. Inc
8etember 23, 2011
VIA INTRALINKS
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"..
Re: Avista Corporation C' Avista" or the "Company")
$85,00,00 First Mortgage Bonds due 2041 (the "Bonds")
To the Persons on the Attached Distribution List : liii
\...
Dear Investors:N-.
We are pleased to advise that the institutions listed below have circled and pnced the following amounts of
the abve-referenced Bonds on Friday, September 23, 2011. As an appendix to this letter, please find
attached the Bloomberg screen confirming the reference Treasury yield used to calculate the respective
fixed-rate coupons on the Bonds.
3Oyear Bullet
Due 2041
Benchmark
Yield
Spread
Coupon
3.75% due 2041
2.84%
1.61%
4.45%
The deal was circled pursuant to the Company's Mortgage and Deed of Trust (as amended), the draft 53rd
Supplemental Indenture and the draft Bond Purchase Agreement, which were provided via Intralinks
during the marketing process. We wil follow up with additional details of an investor due dilgence
conference call. The transaction is scheduled to close in October and fund on December 14, 2011.
On behalf of Avista, we appreciate your participation in the transaction and look forward to working with
you towards the completion of a satisfactory due diligenc and closing. Please call us with any questions.
Regards,
Bank of America Merril Lynch
Mitsubishi UFJ Securities (USA), Inc.
US Bancorp Investments, Inc.
Jl
CONFORMED COpy
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A VISTA CORPORATION
TO
CITffANK, N.A.
As Successor Trustee under
Mortgage and Deed of Trust,
dated as of June 1, 1939
Fifty-third Supplemental Indenture
Providing among other things for a series of bonds designated
"First Mortgage Bonds 4.45% Series due 2041 "
Due December 14,2041
Dated as of December 1, 2011
.)
FIFfY- THIRD SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the 1st day of December, 2011, between
AVISTA CORPORATION (formerly known as The Washington Water Power
Company), a corporation of the State of Washington, whose post offce address is
1411 East Mission Avenue, Spokane, Washington 99202 (the "Company"), and
CITIBANK, N.A., formerly First National City Ban (successor by merger to First
National City Trust Company, formerly City Ban Faners Trust Company), a national
banng association incorporated and existing under the laws of the United States of
America, whose post office address is 388 Greenwich Street, 14th Floor, New York, New
York 10013 (the ''Trustee''), as Trustee under the Mortgage and Deed of Trust, dated as
of June 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 "Fifty-third Supplemental Indentue") being
supplemental to the Original Mortgage, as heretofore supplemented and amended.
WHEREAS pursuant to a wrtten request of the Company made in
accordance with Section 103 of the Original Mortgage, Francis M. Pitt (then Individual
Trustee under the Mortgage, as supplemented) ceased to be a trstee thereunder on
July 23, 1969, and all of his powers as Individual Trustee have devolved upon the Trustee
and its successors alone; and
WHEREAS by the Original Mortgage the Company covenanted that it
would execute and deliver such furter instrents and do such fuer acts as might be
necessar or proper to car out more effectually the puroses of the Original Mortgage
and to make subject to the lien of the Original Mortgage any property 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 indentures supplemental thereto, and has issued the
seres of bonds, set forth in Exhibit A hereto (the Original Mortgage, as supplemented
and amended by the First though Fifty-second Supplemental Indentues, being herein
sometimes called the "Mortgage"); and
WHEREAS the Original Mortgage and the First though Fifty-first
Supplemental Indentues have been appropriately fied or recorded in varous offcial
records in the States of Washington, Idaho, Montaa and Oregon, as set fort in the First
though Fifty-second Supplemental Indentues and the Instrent of Furer Assurance,
dated December 15,2001, hereinafter referred to; and
WHEREAS the Fifty-second Supplemental Indentue, dated as of August
1, 2011, has been appropriately filed or recorded in the various official records in the
States of Washington, Idaho, Montaa and Oregon, as set fort in Exhibit B hereto; 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
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a Short Form Mortgage and Securty Agreement, in multiple counterars dated as of
varous dates in 1992, and such instrment has been appropriately filed or recorded in the
varous official records in the States of Montana and Oregon; 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
an Instrent of Furer Assurance dated as of December 15,2001, and such instrent
has been appropriately fied or recorded in the varous official records in the States of
Washington, Idaho, Montana and Oregon; and
WHEREAS in addition to the property descrbed in the Mortgage the
Company has acquired certain other propery, rights and interests in property; and
WHEREAS Section 120 of the Original 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 time, may enter into indentues supplemental 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 ters of bonds of any series as
contemplated by Arcle II; and
WHEREAS Section 8 of the Orginal Mortgage, as heretofore amended,
provides that the form of each seres of bonds (other than the First Series) issued
thereunder and of the coupons to be attached 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 supplemental 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 seres 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 referg to the ters and
conditions upon which such bonds are to be issued and/or secured under the Mortgage;
and
WHEREAS the Company now desires to create a new series of bonds; and
WHEREAS the execution and deliver by the Company of this Fifty-third
Supplemental Indenture and the ters of the Bonds of the Fifty-four Series, hereinafter
referred to, have been duly authorized by the Board of Directors of the Company by
appropriate Resolutions of said Board of Directors, and all thngs necessar to make this
Fift-third Supplemental Indentue a valid, binding and legal instrent have been
performed;
NOW, THEREFORE, 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 confirms the estate,
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title and rights of the Trustee (including, without limitation, the lien of the Mortgage on
the property 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 perormance of all the provisions of the Mortgage and of
such bonds, and, without limiting the generality of the foregoing, hereby confirms the
grant, bargain, sale, release, conveyance, assignent, transfer, mortgage, pledge, setting
over and confirmation unto the Trustee, contained in the Mortgage, of all the following
descrbed properties of the Company, whether now owned or hereafter acquired, namely:
All of the propery, 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
including (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,
reservoirs, flumes, raceways, diversion works, head works, waterways,
water works, water systems, gas plants, steam heat plants, hot water
plants, ice or refrgeration plants, stations, substations, offices, buildings
and other works and strctues and the equipment thereof and all
improvements, extensions and additions thereto; all generators, machiner,
engies, tubines, boilers, dynamos, transformers, motors, electrc
machines, switchboards, regulators, meters, electrcal and mechanical
appliances, conduits, cables, pipes and mains; all lines and systems for the
transmission and distrbution of electrc current, gas, steam heat or water
for any purpose; 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, apparatus, futue, stores, supplies and equipment; all
franchises (except the Company's franchise to be a corporation), licenses,
perits, 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 property of any kind or natue.
The propery so conveyed or intended to be so conveyed under the
Mortgage shall include, but shall not be limited to, the propery set forth in
Exhibit C hereto, the particular description of which is intended only to
aid in the identification thereof and shall not be constred as limiting the
force, effect and scope of the foregoing.
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TOGETHER WITH all and singular the tenements, hereditaments and
appurenances belongig or in anywise apperaining to the aforesaid property or any par
thereof, with the reversion and reversions, remainder and remainders and (subject to the
provisions of Section 57 of the Original Mortgage) the tolls, rents, revenues, issues,
earngs, 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 propery and franchises and ever par and parcel
thereof.
THE COMPANY HEREBY CONFIRMS that, subject to the provisions of
Section 87 of the Original Mortgage, all the propery, 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 withn the lien of the
Mortgage as if such propery, 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: (I) cash, shares of stock and obligations (including bonds, notes and other
securities) not hereafter specifically pledged, paid, deposited or delivered under the
Mortgage or covenanted so to be; (2) merchandise, equipment, materals or supplies held
for the purose 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 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 purchased by the Company for sale, distrbution or use in the
ordinar course of its business; and (5) any property 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 trstee shall enter
upon and take possession of the Mortgaged and Pledged Property in the manner provided
in Aricle XII of the Original Mortgage by reason of the occurence of a Completed
Default as defined in said Aricle XII.
TO HA VB AND TO HOLD all such properies, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed by the Company in the Mortgage 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 same provisos and covenants as
set fort in the Mortgage, ths Fifty-thrd Supplemental Indentue being supplemental to
the Mortgage.
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AND IT is HEREBY FURTHER CONFIRED by the Company that all
the terms, conditions, provisos, covenants and provisions contained in the Mortgage shall
affect and apply to the propery 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 respect to said propery, and to the Trustee and its
successors in the trst, 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 descrbed 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 trust under the Mortgage, as follows:
ARTICLE I
Fifty-fourth Series of Bonds
SECTION 1. (I) There shall be a series of bonds designated "First
Mortgage Bonds, 4.45% Seres due 2041" (herein sometimes referred to as the "Bonds of
the Fifty-fourh Series"), each of which shall also bear the descrptive title First Mortgage
Bond and the form thereof is set forth on Exhibit D hereto. The Bonds of the Fifty-fourth
Series shall be issued as fully registered Bonds in denominations of One Thousand
Dollars and, at the option of the Company, any amount in excess thereof (the exercise of
such option to be evidenced by the execution and delivery thereof) and shall be dated as
in Section 10 of the Original Mortgage provided. The Bonds of the Fifty-four Series
shall be limited in aggregate principal amount to $85,000,000 (except for Bonds of such
seres authenticated and delivered upon transfer of or in exchange for, or in lieu of, other
Bonds of such seres).
(II) The Bonds of the Fifty-fourt Seres shall matue, bear interest, be
payable, be redeemable and be otherwise as set fort below:
(a) the principal of Bonds of the Fifty-fourt Series shall
(unless theretofore paid) be payable on the Stated Matuty Date (as hereinafter
defined);
(b) the Bonds of the Fifty-four Seres shall bear interest at the
rate of four and forty-five one hundredths percentu (4.45%) per anum; interest
on such Bonds shall accrue from and including December 14, 2011, except as
otherwise provided in the form of bond attached hereto as Exhibit D; interest on
such Bonds shall be payable on each Interest Payment Date and at Maturity (as
each of such terms is hereinafter defined); and interest on such Bonds durig any
period for which payment is made shall be computed on the basis of a 360-day
year consisting of twelve 30-days months;
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( c) the principal of and premium, if any, and interest on each
Bond of the Fifty-fourt Seres payable at Matuty shall be payable upon
presentation thereof at the office or agency of the Company in the Borough of
Manatta, 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 Fifty-fourh Seres (other than interest payable at Matuty) 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 depositar, 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, fuher, that, so long as the Bonds of the Fifty-
four 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
Fifty-fourt Series shall be payable in the maner specified in the Bond Purchase
Agreement (as hereinafter defined).
(d) The Bonds of the Fifty-fourth 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 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 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.
(e) (i) "Treasury Yield" means, with respect to any
redemption of Bonds of the Fifty-fourt Series, the rate per anum equal to the
semianual equivalent yield to matuty of the Comparable Treasur Issue,
assuming 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").
(ii) "Comparable Treasur Issue" means the United
States Treasur securty selected by an Independent Investment Baner as having
a matuty comparable to the remaining term of the Bonds of the Fift-fourt
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Series that would be utilzed, at the time of selection and in accordance with
customar financial practice, in pricing neW issues of corporate debt securties of
comparable maturity to the remaining ter of the Bonds.
(iii) "Comparable Treasury Price" 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.15 Daily Update of the Federal Resere 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.15(519)" means the weekly statistical release
entitled "Statistical Release H.15 (519)", or any successor publication, published
by the Board of Goverors of the Federal Reserve System.
(v) "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.
(vi) "Independent Investment Baner" means MerrllLynch, Pierce, Fener & Smith Incorporated or, if so determned 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 wrting 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.
Goverent securties dealer in New York City appointed by the Company and
reasonably acceptable to the Trustee.
(f) If less than all of the outstanding Bonds of the Fifty-fourh
Series are to be redeemed, the principal amount to be redeemed shall be prorated
among all of the holders of such Bonds in the proporton 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 Trustee in its
uncontrolled discretion. The Trustee shall promptly notify the Company in
wrting of the distinctive numbers of the Bond and the portions thereof so selected
for redemption.
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(g) Except as provided in ths subsection (II) of Section 1, the
Bonds of the Fifty-four Series shall not be redeemable prior to the Stated
Matuty Date.
(III) (a) At the option of the registered owner, any Bonds of the
Fifty- four Series, 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 Fifty-fourth Series shall be transferable, upon the
surrender thereof for cancellation, together with a written instrent of transfer in form
approved by the registrar dily executed by the registered owner 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 any exchange or transfer of Bonds of the Fifty-four Seres, 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 Fifty-fourh Series; provided, however, that the Company
shall not be required to make any transfer or exchange of any Bonds of the Fifty-fourh
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 Fifty-four Series
which shall have been selected for redemption in whole or in par.
The Bonds of the Fifty-fourt Seres shall bear a legend as to restrctions
on transfer substantially as set forth below:
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 transfered in
contravention of the Securties Act.
(IV) For all puroses of this Fifty-third Supplemental Indentue, except
as otherise expressly provided or unless the context otherwise requires, the ters listed
below, when used with respect to the Bonds of the Fifty-four Seres, shall have the
meanings specified below:
"Bond Purchase Agreement' means the Bond Purchase Agreement, dated
October 27,2011, between the Company and the purchasers listed on Schedule A
thereto.
"Business Day" means any day, other than a Saturday or Sunday, which is
not a day on which baning institutions or trst companies in The City of New
York, New York are generally authorized or required by law, regulation or
executive order to remain closed.
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"Institutional Investor" means (a) any original purchaser of a Bond of the
Fifty-four Series, (b) any holder of a Bond of the Fifty-fourh Series holding
(together with one or more of its affiliates) more than $1,000,000 in aggregate
principal amount of the Bonds of the Fifty-four Seres 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
oflegal form.
"Interest Payment Date" means June 1 and December 1 in each year,
commencing June 1,2012.
"Maturity" means the date on which the principal of the Bonds of the
Fifty-four Seres becomes due and payable, whether at the Stated Matuty Date,
upon redemption or acceleration, or otherwise.
"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 14, 2041.
(V Notwithstanding the provisions of Section 106 of the Origial
Mortgage, as amended, the Company shall not cause any Bonds of the Fifty-four
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 Maturity thereof uness 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
irrevocably deposit with the Trustee such additional sums of money, if any, or
additional goverent 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 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 deliver to the Company by the Trustee of a notice
asserting 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 principal amount thereof, wil not recognze income,
10
gain or loss for United States federal income tax puroses 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 tax 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-
fourh Series to the contrar notwithstanding, any payment of principal of or premum, if
any, or interest on any Bond of the Fifty-fourt 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 otherwise due at Matuty 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 Fifty-fourth Series shall have such fuer terms
as are set forth in Exhibit D hereto. If there shall be a conflict between the ters of the
form of bond and the provisions of the Mortgage, the provisions of the Mortgage shall
control to the extent peritted by law.
ARTICLE II
Outstanding Bonds
Upon the delivery of this Fifty,.thrd Supplemental Indentue, Bonds of the
Fifty-four Seres in an aggregate principal amount of $85,000,000 are to be issued and
wil be Outstanding, in addition to $1,578,700,000 aggregate principal amount of bonds
of prior series Outstanding at the date of delivery of ths Fifty-thrd Supplemental
Indentue.
ARTICLE III
Miscellaneous Provisions
SECTION i. The ters defined in the Original Mortgage shall, for all
puroses of this Fifty-third Supplemental Indentue, have the meangs specified in the
Origial Mortgage.
SECTION 2. The Trustee hereby confirms its acceptance of the trsts in
the Original Mortgage declared, provided, created or supplemented and agrees to pedorm
the same upon the ters and conditions in the Orginal Mortgage set forth, including the
following:
The Trustee shall not be responsible in any maner whatsoever for or in
respect of the validity or suffciency of ths Fifty-third Supplemental Indentue or for or
in respect of the recitals contained herein, all of which recitals are made by the Company
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solely. Each and every ter and condition contained in Aricle XVI of the Origial
Mortgage, shall apply to and form par of this Fifty-thrd Supplemental Indentue with the
same force and effect as if the same 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 Fifty-third Supplemental Indenture.
SECTION 3. Whenever in this Fift-third Supplemental Indentue either
of the paries hereto is named or refered to, this shall, subject to the provisions of
Aricles XV and XVI of the Original Mortgage be deemed to include the successors and
assigns of such pary, and all the covenants and agreements in this Fifty-third
Supplemental Indentue contained 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 paries, whether so expressed or
not.
SECTION 4. Nothng in this Fifty-third 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 paries hereto, the holders of the Bonds
Outstanding under the Mortgage, any right, remedy or claim under or by reason of this
Fifty-thrd Supplemental Indentue or any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations, promises and
agreements in this Fift-third Supplemental Indentue contained 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. This Fifty-third 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 instrment.
SECTION 6. The titles of the several Aricles of this Fifty-third
Supplemental Indentue shall not be deemed to be any par thereof.
12
IN WITNESS WHEREOF, on the 5th day of December, 2011, AVISTA
CORPORATION has caused its corporate name to be hereunto affxed, and ths
instrment to be signed and sealed by its President or one of its Vice Presidents, and its
corporate seal to be attested by its Corporate Secretar 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 written; and on the 5th day of December, 2011, CITIBANK, N.A.,
has caused its corporate name to be hereunto affixed, and this instrent to be signed and
sealed by its President or one of its Vice Presidents or one of its Senior Trust Officers or
one of its Trust Officers and its corporate seal to be attested by one of its Vice Presidents
or one of its Trust Officers, all in The City of New York, New York, as of the day and
year first above written.
Attest:
SUSAN Y. FLEMING
Name: Susan Y. Flemng
Title: Assistant Corporate Secretar
Executed, sealed and delivered
by AVISTA CORPORATION
in the presence of:
DIA C. THORE
Name: Diane C. Thoren
RYAN L. KRSSELT
Name: Ryan L. Krasse1t
A VISTA CORPORATION
By: MA T. THIES
Name: Mark T. Thes
Title: Senior Vice President and
Chief Financial Officer
13
CITIBANK, N.A., AS TRUSTEE
By W AFAA ORF
Name: Wafaa Orfy
Title: Vice President
Attest:
Louis PISCITLLI
Name: Louis Piscitell
Title: Vice President
Executed, sealed and delivered
by CITIBANK, N.A.,
as trstee, in the presence of:
JOHN HANON
Name: John Hanon
CIRO EMANLE
Name: Cirino Emanuele
14
STATE OF WASHINGTON)
) ss.:
COUNTY OF SPOKANE )
On the 5th day of December, 2011, before me personally appeared Mark T.
Thes, to me known to be a Vice President of AVISTA CORPORATION, one of the
corporations that executed the within and foregoing instrent, and acknowledged said
instrent to be the free and voluntar 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 affixed is the corporate seal of said Corporation.
On the 5th day of December, 2011, before me, a Notar Public in and for
the State and County aforesaid, personally appeared Mark T. Thes, known to me to be a
Vice President of AVISTA 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 and affixed my
official seal the day and year first above written.
RA AN CORNELL
Notar Public
RAE AN CORNELL
Notar Public
State of Washington
Commission Expires Januar 29,2014
15
STATEOFNEWYORK )
) ss.:COUNTY OF NEW YORK )
On the Sth day of December, 2011 before me personally appeared Wafaa
Orf, to me known to be a Vice President of CITIBANK, N.A., one of the corporations
that executed the within and foregoing instrment, and acknowledged said instrent to
be the free and voluntar act and deed of said Corporation for the uses and puroses
therein mentioned and on oath stated that she was authorized to execute said instrent
and that the seal affixed is the corporate seal of said Corporation.
On the Sth day of December, 2011, before me, a Notar Public in and for
the State and County aforesaid, personally appeared Wafaa Orfy, known to me to be a
Vice President ofCITIBANK, N.A., one of the corporations that executed the within and
foregoing instrent and acknowledged to me that such Corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.
NOREEN ils SANTOS
Nota Public
NOREEN IRIS SANTOS
Notar Public, State of New York
Registration #01 SA62287S0
Qualified in Nassau County
Commission Expires Sept. 27, 2014
16
EXHIBIT A
MORTGAGE, SUPPLEMENTAL INDENTURES
AND SERIES OF BONDS
MORTGAGE OR SERIES PRICIPAL PRICIPAL
SUPPLEMENTAL AMOUN AMOUNT
INENTUR DATED AS OF NO.DESIGNATION ISSUED OUTSTANING
Orginal June I, 1939 1 3-112% Seres due 1964 $22,000,000 None
First October 1, 1952 2 3-3/4% Seres due 1982 30,000,000 None
Second May 1,1953 3 3-7/8% Seres due 1983 10,000,000 None
Third December I,None
1955
Four March 15, 1957 None
Fift July 1,1957 4 4-7/8% Seres due 1987 30,000,000 None
Sixth Januar 1,1958 5 4-118% Seres due 1988 20,000,000 None
Seventh August 1, 1958 6 4-3/8% Seres due 1988 15,000,000 None
Eighth Januar I, 1959 7 4-3/4% Seres due 1989 15,000,000 None
Ninth Januar I, 1960 8 5-3/8% Seres due 1990 10,000,000 None
Tenth April I, 1964 9 4-5/8% Seres due 1994 30,000,000 None
Eleventh March 1 ,1965 10 4-5/8% Seres due 1995 10,000,000 None
Twelft May 1,1966 None
Thirteeth August I, 1966 11 6 % Seres due 1996 20,000,000 None
Fourteenth April I, 1970 12 9-114% Seres due 2000 20,000,000 None
Fifteenth May 1,1973 13 7-7/8% Seres due 2003 20,000,000 None
Sixteenth Februar 1,1975 14 9-3/8% Seres due 2005 25,000,000 None
Seventeenth November I,15 8-3/4% Seres due 2006 30,000,000 None
1976
A-1
MORTGAGE OR SERIES PRICIPAL PRICIPAL
SUPPLEMENTAL AMOUNT AMOUNT
INDENTURE DATED AS OF ~DESIGNATION ISSUED OUTSTANING
Eighteeth June 1,1980 None
Nineteeth Januar 1,1981 16 14-118% Seres due 1991 40,000,000 None
Twentieth August 1, 1982 17 15-3/4% Seres due 60,000,000 None
1990-1992
Twenty-First September 1,18 13-112% Seres due 2013 60,000,000 None
1983
Twenty-Second March 1, 1984 19 13-114% Seres due 1994 60,000,000 None
Twenty-Third December I,20 9-114% Seres due 2016 80,000,000 None
1986
Twenty-Fourt Januar I, 1988 21 10-3/8% Seres due 2018 50,000,000 None
Twenty-Fift October I, 1989 22 7-118% Seres due 2013 66,700,000 None
7-2/5% Seres due 2016
23 17,000,000 None
Twenty-Sixth April 1, 1993 24 Secured Medium- Ten 250,000,000 43,000,000Notes, Seres A
($250,000,000
authorized)
Twenty-Seventh Januar 1, 1994 25 Secured Medium- Ten 161,000,000 None
Notes, Seres B
($250,000,000
authorized)
Twenty-Eighth September I,26 Collaterl Seres due 220,000,000 None
2001 2002
Twenty-Ninth December I,27 7.75% Seres due 2007 150,000,000 None
2001
Thirteth May 1,2002 28 Collateral Seres due 225,000,000 None
2003
Thirt-first May 1,2003 29 Collaterl Seres due 245,000,000 None
2004
Thirt-second September 1,30 6.125% Seres due 2013 45,000,000 None
2003
A-2
MORTGAGE OR SERIES PRICIPAL PRICIPAL
SUPPLEMENTAL AMOUNT AMOUNT
INDENTURE DATED AS OF NO.DESIGNATION ISSUED OUTSTANING
Thirt-third May 1,2004 31 Collaterl Seres due 350,000,000 None
2005
Thirt- four November I,32 5.45% Seres due 2019 90,000,000 90,000,000
2004
Thirt-fift December 1,33 Collateral Seres 2004A 88,850,000 25,000,000
2004
Thirt-sixth December I,34 Collateral Seres 2004B 66,700,000 None
2004 Collaterl Seres 2004C
35 17,000,000 None
Thirt-seventh December I,36 Collateral Seres 2004D 350,000,000 None
2004
Thirt-eighth May 1,2005 37 Collateral Seres 2005B 66,700,000 None
Collateral Seres 2005C
38 17,000,000 None
Thirt-ninth November I,39 6.25% Seres due 2035 100,000,000 100,000,000
2005
50,000,000 50,000,000
Forteth April 1,2006 40 Collateral Seres due 320,000,000 None
2011
Fort-first December 1,41 5.70% Seres due 2037 150,000,000 150,000,000
2006
Fort-second April I, 2008 42 5.95% Seres due 2018 250,000,000 250,000,000
Fort-third November I,43 Collateral Seres 2008A 200,000,000 None
2008
Fort-fourth December I,44 7.25% Seres due 2013 30,000,000 None
2008
Fort-fift December 1,45 Collaterl Seres 2008B 17,000,000 None
2008
Fort-sixth September I,46 5.125% Seres due 2022 250,000,000 250,000,000
2009
A-3
MORTGAGE OR SERIS PRICIPAL PRICIPAL
SUPPLEMENTAL AMOUNT AMOUNT
INENTUR DATED AS OF NO.DESIGNATION ISSUED OUTSTANDING
Fort-seventh September 1,47 Collaterl Seres 2009A 75,000,000 None
2009
Fort-eighth December I,48 Collateral Seres 20l0A 66,700,000 66,700,000
2010
49 Collateral Seres 2010B 17,000,000 17,000,000
Fort-ninth December i,50 3.89% Seres due 2020 52,000,000 52,000,000
2010
51 5.55% Seres due 2040 35,000,000 35,000,000
Fifteth December i,52 1.68% Seres due 2013 50,000,000 50,000,000
2010
Fift-first Februar 1,201 i 53 Collateral Seres 201 lA 400,000,000 400,000,000
Fift-second August 1,2011 None
A-4
EXHIBITB
FILING AND RECORDING OF
FIFTY-SECOND SUPPLEMENTAL INDENTURE
FILING IN STATE OFFICES
Financing
Statement
State Office of Date Document Number
Washinaton Secretary of State 10/3/11 2011-276-8759-8
Idaho Secretary of State 10/3/11 B-2011-1098482-9
Montana Secretary of State 10/3/11 584162965
Oregon Secretary of State 10/3/11 89016226
RECORDING IN COUNTY OFFICES
----
Real Estate Mortgage Records Financing
Statement
Document Document
Countv Office of Date Number Book PaAe Number
Washinaton
Adams Auditor 10/3/11 299010 N/A N/A N/A
Asotin Auditor 10/3/11 326440 N/A N/A N/A
Benton Auditor 10/3/11 2011-027745 N/A N/A N/A
Douglas Auditor 10/3/11 3154743 N/A N/A N/A
Ferry Auditor 10/3/11 279025 N/A N/A N/A
Franklin Auditor 10/3/11 1772588 N/A N/A N/A
Ganield Auditor 10/3/11 20110475 N/A N/A N/A
Grant Auditor 10/3/11 1291492 N/A N/A N/A
Klickitat Auditor 10/4/11 1095003 N/A N/A N/A
Lewis Auditor 10/3/11 3368800 N/A N/A N/A
Lincoln Auditor 10/3/11 2011-0459257 104 3663 N/A
Pend
Oreile Auditor 10/3/11 20110309765 N/A N/A N/A
Skamania Auditor 10/3/11 2011179169 N/A N/A N/A
Spokane Auditor 10/3/11 6033806 N/A N/A N/A
Stevens Auditor 10/3/11 20110006752 N/A N/A N/A
Thurston Auditor 10/5/11 4231448 N/A N/A N/A
Whitman Auditor 10/3/11 706992 N/A N/A N/A
Idaho
Benewah Recorder 10/3/11 261010 N/A N/A N/A
Bonner Recorder 10/3/11 816127 N/A N/A N/A
B-1
Boundary Recorder 10/3/11 252002 N/A N/A N/A
Clearwater Recorder 10/3/11 217704 N/A N/A N/A
Idaho Recorder 10/3/11 481056 N/A N/A N/A
Kootenai Recorder 10/3/11 2329568000 N/A N/A N/A
Latah Recorder 10/4/11 546901 N/A N/A N/A
RECORDING IN COUNTY OFFICES
Real Estate Mortgage Records Financing
Statement
Document Document
Countv Office of Date Number Book Paae Number
Idaho
iëonÜ
Lewis Recorder 10/3/11 139814 N/A N/A N/A
Nez Perce Recorder 10/3/11 794696 N/A N/A N/A
Shoshone Recorder 10/3/11 464308 N/A N/A N/A
Montana
BiQ Horn Clerk & Recorder 10/6/11 344808 117 897 N/A
Broadwater Clerk & Recorder 10/3/11 166078 138 825 N/A
Golden
Vallev Clerk & Recorder 10/3/11 80835 M 15711 N/A
Meaaher Clerk & Recorder 10/3/11 139274 N/A N/A N/A
Mineral Clerk & Recorder 10/4/11 108507 N/A N/A N/A
Rosebud Clerk & Recorder 10/4/201 109082 134 187 N/A
Sanders Clerk & Recorder 10/3/11 73293 N/A N/A N/A
Stilwater Clerk & Recorder 10/3/11 349091 N/A N/A N/A
Treasure Clerk & Recorder 10/4/11 81635 20 64 N/A
Wheatland Clerk & Recorder 10/3/11 107027 M 23277 N/A
Yellowstone Clerk & Recorder 10/4/11 3601207 N/A N/A N/A
Oreaon
DouQlas Recorder 10/3/11 2011-014313 N/A N/A N/A
Jackson Recorder 10/4/11 2011-30525 N/A N/A N/A
Joseohine Recorder 10/4/11 2011-011347 N/A N/A N/A
Klamath Recorder 10/4/11 2011-011044 N/A N/A N/A
Morrow Recorder 10/3/11 2011-28882 N/A N/A N/A
Union Recorder 10/4/11 20113298 N/A N/A N/A
Wallowa Recorder 10/3/11 66107 N/A N/A N/A
B-2
EXHIBITC
PROPERTY ADDITIONS
First
THE ADDITIONAL ELECTRIC SUBSTATIONS AND SUBSTATION SITES OF THE
COMPAN, in the States of Idaho and Washington, including all buildings, strctues, towers,
poles, equipment, appliances and devices for transforming, converting and distrbuting electrc
energy, and the lands of the company on which the same are situated and all of the company's
real estate and interests therein, machinery, equipment, appliances, devices, appurenances and
supplies, franchises, permits and other rights and other property forming a par of said
substations or any of them, or used or enjoyed or capable of being used or enjoyed in connection
with any thereof, including, but not limited to, the following situated in the States of Idaho and
Washington, to wit:
1. Latah County, Idaho: "Dear 115kV Substation"; Property No. ID-IL-033;
Grantor: Estate of Gerald E. Johnson; Pm ofNE/4 NW/4 in Section 19, Township
40 Nort, Range 1 West, B.M.
2. Spokane County, Washington: "College & Walnut 115kV Substation"; Proper
No. WA-32-044; Grantor: River Front Properties, LLC; Lots i, 4 & 5, portion of
Lots 2 & 3, all in Block 8, Chandler's Second Addition to Spokane Falls, situate
in SE/4 of Section 13, Township 25 Nort, Range 42 East, W.M.
Second
ADDITIONAL PROTECTION, MITIGATION AND ENHANCEMENT PROPERTY of the
Company, in the States of Idaho and Montana, real, personal, or mixed, acquired, constrcted
and/or installed in, on, under and/or proximate to the Company's Clark Fork hydroelectrc
development (including, without limitation, the Cabinet Gorge Hydroelectric Generating Station
and the Noxon Rapids Hydroelectrc generating Station) for the purose of protecting and/or
enhancing wildlife (including fish and aquatic life), botanical life and/or wetlands, and/or
mitigating any har or damage thereto, and all other propert, real, personal or mixed, used or
enjoyed or capable of being used or enjoyed in conjunction therewith, including, but not limited
to, the following in .the States of Idaho and Montana, to wit:
1. Bonner County, Idaho: "Cabinet Gorge Mitigation": Property No. ID-7B-
251; Grantor: Greg S. and Pamela B. Wolf; Portion NE/4, Section 15,
Township 57 Nort, Range 1 East, B.M.
2. Spokane County, Washington: "Long Lake HED"; Propery No. WA-32-
257; Grantor: David K. and Reynetta G. Deveau; Portion ofSE/4 in
Section 30, Township 27 North, Range 40 East, W.M.
C-l
EXHmlTD
(Form of Bond)
The Bonds evidenced hereby have not been registered under
the Securties Act of 1933, as amended (the "Securities Act")
and may not be offered, sold, pledged or otherwise transferred
in contravention of the Securties Act.
PPN 05379B B~5
AVISTA CORPORATION
First Mortgage Bond,
4.45% Seres due 2041
REGISTERED REGISTERED
NO.$
A VISTA CORPORATION, a corporation of the State of Washington
(hereinafter called the Company), for value received, hereby promises to pay to
, or registered assigns, on December 14, 2041
DOLLARS
and to pay the registered owner hereof interest thereon semi-anually in arears on June 1
and December 1 in each year (each such date being hereinafter called an "Interest
Payment Date"), commencing June 1, 2012 and at Maturity (as hereinafter defined), at
the rate of four and forty-five one hundredths percentum (4.45%) per annum computed
on the basis of a 360-day year consisting 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 interest from December 14, 2011 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
seres 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 office or agency of
D-1
the Company in the Borough of Manattan, 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 private 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 shall be a securties depositary, 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 ths Bond. shall
be held by an Institutional Investor (as defined in the Fifty-third Supplemental Indenture
referred to below), payment of principal of and premium, if any, and interest on ths Bond
shall be payable in the maner specified in the Bond Purchase Agreement (as defined in
such Fifty-third Supplemental Indentue). Interest payable at Matuty shall be paid to
the person to whom principal shall be paid. As used herein, the term "Matuty" shall
mean the date on which the principal of this bond becomes due and payable, whether at
stated maturity, upon redemption or acceleration, or otherwise.
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, 4.45% Series due 2041, 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 securty for the bonds of any
paricular seres) 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 Faners Trust Company and Ralph E. Morton, as
Trustees (Citiban, N.A., successor Trustee to both said Trustees). The Origial
Mortgage has been amended and supplemented by varous supplemental indentues,
including the Fifty-third Supplemental Indentue, dated as of December i, 2011 (the
"Fifty-third Supplemental Indenture"), and, as so amended and supplemented, is herein
called the "Mortgage". Reference is made to the Mortgage for a description of the
propery mortgaged and pledged, the natue and extent of the securty, the rights of the
holders of the bonds and of the Trustee in respect thereof, the duties and immunties 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
this 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
ths bond to have knowledge of the terms and provisions of the Mortgage and of this
bond and to comply therewith, including paricularly, 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.
D-2
The Mortgage may be modified or altered by affrmative vote of the
holders of at least 60% in principal amount of the bonds outstanding under the Mortgage,
considered as one class, or, if the rights of one or more, but less than all, series of bonds
then outstanding are to be affected, then such modification or alteration may be effected
with the affirmative vote only of 60% in principal amount of the bonds outstanding of the
seres 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, perit an extension
of the Matuty of the principal 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 property without
the consent of the holder hereof
The principal 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 forth in the
Mortgage, upon the occurence of a Completed Default as in the Mortgage provided.
As provided in the Mortgage and subject to certin limitations therein set
forth, this bond or any portion of the principal amount hereof wil be deemed to have
been paid if there has been irrevocably 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 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 contains terms, 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 corporation and to the assumption by such other
corporation, in cerain circumstances, 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 Manatt, The City of New York, upon
surender and cancellation of this 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 fully registered bond of the same seres for a
like principal amount wil 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 puroses.
In the maner prescribed in the Mortgage, any bonds of ths series, upon
surrender thereof for cancellation at the office or agency of the Company in the Borough
D-3
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 ths seres 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
(a) 100% of the principal 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 semianual basis
(assumg a 360-day year consisting 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 (a) or (b) 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 seres, the rate per annum 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 principal amount) equal to the Comparable Treasury
Price. The Treasury Yield shall be calculated as of the thrd business day preceding the
redemption date (the "Calculation Date").
"Comparable Treasur Issue" means the United States Treasury security
selected by an Independent Investment Baner as having a maturity comparable 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 corporate
debt securties of comparable maturity to the remaining term of the bonds.
"Comparable Treasur 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
principal amount) on the Calculation Date, as set fort in the H.15 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.
"H.15(519)" means the weekly statistical release entitled "Statistical
Release H.15 (519)", or any successor publication, published by the Board of Goverors
of the Federal Reserve System.
D-4
"H.l5 Daily Update" means the daily update of H.l5(519) available
through the worldwide website of the Board of Govemors of the Federal Reserve System
or any successor site or publication.
"Independent Investment Baner" means Merll Lynch, Pierce, Fenner &
Smith Incorporated 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.
"Reference Treasury 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 principal amount and quoted in wrting to the Trustee by such Reference Treasury
Dealer at 5:00 p.m. on the Calculation Date).
"Reference Treasury Dealer" means a primary U.S. Governent securities
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 recourse 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 capital stock, stockholder, officer 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 corporation, under any rule of law, statute or constitution or
by the enforcement of any assessment or otherwise, all such liabilty of incorporators,
subscribers, stockholders, offcers and directors being released by the holder or owner
hereof by the acceptace of this bond and being likewise waived and released by the
terms of the Mortgage.
Ths bond shall not become obligatory until Citiban, N.A., the Trustee
under the Mortgage, or its successor thereunder, shall have signed the form of cerificate
endorsed hereon.
D-5
.
IN WITNESS WHEREOF, AVISTA CORPORATION has caused this
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 Secretar or one of its Assistant Corporate
Secretares by his signature or a facsimile thereof.
Dated:A VISTA CORPORATION
By:
Name:
Title:
ATTEST:
Name:
Title:
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"
TRUSTEE'S CERTIFICATE
This 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 Signatory
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