20121218Compliance Filing.pdf

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Jewell, Secretary
Case No. AVU-U-1 1-01
mitting the following information in compliance with the Commission's Order No. 32338
No. AVU-U-1 1-01 for the sale of securities not to exceed $450,000,000.
November 30, 2012, Avista Corp. issued $80.0 million of 4.23 percent First Mortgage Bonds due in
047 under a bond purchase agreement with certain 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 of June 1, 1939, from the Company to Citibank, N.A., trustee, as amended and
supplemented by various supplemental indentures and other instruments.
In connection with pricing of the First Mortgage Bonds, which took place prior to the issuance of these
bonds, we cash settled interest rate swap contracts and paid a total of $18.5 million, which will be
amortized as a component of interest expense over the life of the debt. This results in an estimated
effective rate on the bonds of 5.8 percent.
The bonds have not been, and will not be, registered under the Securities Act of 1933 or any state
securities 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 below, from the sale of the new bonds were used to repay a
portion of the borrowings outstanding under the Company's $400.0 million committed line of credit and
for general corporate purposes.
Table 1.
Attached are the term sheet for this issuance and the 54 th supplemental indenture that was executed in
connection to this issuance. If the private placement agreements are needed, please let us know.
Please contact Damien Lysiak at [phone] if you have any questions.
Sincerely,
Q,ULL1t -
Ryan L. asselt
Assistant Treasurer, Director of Finance
These expenses are as of December 14, 2012, which may change as final invoices are submitted to the Company.
AVISTA CORPORATION
TO
CITIBANK, N.A.
As Successor Trustee under
Mortgage and Deed of Trust,
dated as ofJune 1, 1939
Fifty-fourth Supplemental Indenture
Providing among other things for a series of bonds designated
"First Mortgage Bonds, 4.23% Series due 2047"
Due November 29, 2047
Dated as of November 1, 2012
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FWI'Y-FOURTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the day of November, 2012, between
AVISTA CORPORATION (formerly known as The Washington Water Power
Company), a corporation of the State of Washington, whose post office address is
1411 East Mission Avenue, Spokane, Washington 99202 (the "Company"), and
CITIBANK, NA., formerly First National City Bank (successor by merger to First
National City Trust Company, formerly City Bank Farmers Trust Company), a national
banking association incorporated and existing under the laws of the United States of
America, whose post office address is 388 Greenwich Street, 14 th 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 indenture (the "Fifty-fourth Supplemental Indenture") being
- supplemental to the Original Mortgage, as heretofore supplemented and amended.
WHEREAS pursuant to a written 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 trustee 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 further instruments and do such further acts as might be
necessary or proper to carry out more effectually the purposes 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
series of bonds, set forth in Exhibit A hereto (the Original Mortgage, as supplemented
and amended by the First through Fifty-third Supplemental Indentures and, if the context
shall so require, as to be supplemented by this Fifty-fourth Supplemental Indenture, being
herein sometimes called the "Mortgage"); and
WHEREAS the Original Mortgage and the First through Fifty-second
Supplemental Indentures have been appropriately filed or recorded in various official
records in the States of Washington, Idaho, Montana and Oregon, as set forth in the First
through Fifty-third Supplemental Indentures and the Instrument of Further Assurance,
dated December 15, 2001, hereinafter referred to; and
WHEREAS the Fifty-third Supplemental Indenture, dated as of December
1, 2011, has been appropriately filed or recorded in the various official records in the
States of Washington, Idaho, Montana and Oregon, as set forth in Exhibit B hereto; and
WHEREAS for the purpose 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 Security Agreement, in multiple counterparts dated as of
various dates in 1992, and such instrument has been appropriately filed or recorded in the
various official records in the States of Montana and Oregon; and
WHEREAS for the purpose of confirming or perfecting the lien of the
Mortgage on certain of its properties, the Company has heretofore executed and delivered
an Instrument of Further Assurance dated as of December 15, 2001, and such instrument
has been appropriately filed or recorded in the various official records in the States of
Washington, Idaho, Montana and Oregon; and
WHEREAS in addition to the property described in the Mortgage the
Company has acquired certain other property, 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 indentures supplemental to the Original
Mortgage for various purposes 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 Article 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 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 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 terms 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 referring to the terms 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 delivery by the Company of this Fifty-
fourth Supplemental Indenture and the terms of the Bonds of the Fifty-fifth 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 things necessary
to make this Fifty-fourth Supplemental Indenture a valid, binding and legal instrument
have been performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the
Company, in consideration of the premises and of other good and valuable consideration,
the receipt and sufficiency whereof are hereby acknowledged, hereby confirms the estate,
title and rights of the Trustee (including, without limitation, the lien of the Mortgage on
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the property of the Company subjected thereto, whether now owned or hereafter
acquired) held as security 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 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, sale, release, conveyance, assignment, transfer, mortgage, pledge, setting
over and confirmation unto the Trustee, contained in the Mortgage, of all the following
described properties of the Company, whether now owned or hereafter 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 Original 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 Fights, water storage
rights, flooding rights, and other rights in respect of or relating to water;
all plants for the generation of electricity, 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 refrigeration plants, stations, substations, offices, buildings
and other works and structures and the equipment thereof and all
improvements, extensions and additions thereto; all generators, machinery,
engines, turbines, boilers, dynamos, transformers, motors, electric
machines, switchboards, regulators, meters, electrical and mechanical
appliances, conduits, cables, pipes and mains; all lines and systems for the
transmission and distribution of electric 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, furniture, stores, supplies and equipment, all
franchises (except the Company's franchise to be a corporation), licenses,
permits, Fights, 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 nature.
The property so conveyed or intended to be so conveyed under the
Mortgage shall include, but shall not be limited to, the property set forth in
Exhibit C hereto, the particular description of which is intended only to
aid in the identification thereof and shall not be construed as limiting the
force, effect and scope of the foregoing.
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TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid property or any part
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,
earnings, 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 property 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 property, 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 property, 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
securities) not hereafter specifically pledged, paid, deposited or delivered under the
Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held
for the purpose of sale in the usual course of business or for consumption in the operation
of any properties of the Company; (3) bills, notes and accounts receivable, and all
contracts, leases and operating agreements not specifically pledged under the Mortgage
or covenanted so to be; (4) electric energy and other materials or products generated,
manufactured, produced or purchased by the Company for sale, distribution or use in the
ordinary 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 trustee shall enter
upon and take possession of the Mortgaged and Pledged Property in the manner provided
in Article XII of the Original Mortgage by reason of the occurrence of a Completed
Default as defined in said Article XII.
TO HAVE AND TO HOLD all such properties, 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 purposes and upon the same
terms, trusts and conditions and subject to and with the same provisos and covenants as
set forth in the Mortgage, this Fifty-fourth Supplemental Indenture being supplemental to
the Mortgage.
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AND IT IS HEREBY FURTHER CONFIRMED by the Company that all
the terms, conditions, provisos, covenants and provisions contained in the Mortgage shall
affect and apply to the property 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 trust with respect to said property, and to the Trustee and its
successors in the trust, in the same manner 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 length described in and conveyed to said Trustee by the
Original Mortgage as a part of the property therein stated to be conveyed.
The Company fbrther covenants and agrees to and with the Trustee and its
successor or successors in such trust under the Mortgage, as follows:
ARTICLE I
Fifty-fifth Series of Bonds
SECTION 1. (I)There shall be a series of bonds designated "First
Mortgage Bonds, 4.23% Series due 2047" (herein sometimes referred to as the "Bonds of
the Fifty-fifth Series"), each of which shall also bear the descriptive title First Mortgage
Bond and the form thereof is set forth on Exhibit D hereto. The Bonds of the Fifty-fifth
Series shall be issued as filly 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-fifth Series
shall be limited in aggregate principal amount to $80,000,000 (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 Fifty-fifth Series shall mature, bear interest, be
payable, be redeemable and be otherwise as set forth below:
(a)the principal of Bonds of the Fifty-fifth Series shall (unless
theretofore paid) be payable on the Stated Maturity Date (as hereinafter defined);
(b)the Bonds of the Fifty-fifth Series shall bear interest at the
rate of four and twenty-three one hundredths percentum (4.23%) per annum;
interest on such Bonds shall accrue from and including Noveember 30, 2012,
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 during 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 Fifty-fifth Series payable at Maturity shall be payable upon
presentation thereof at the office or agency of the Company in the Borough of
50I005129v6
Manhattan, 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-fifth Series (other than interest payable at Maturity) 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
securities depositary, such payment may be made by such other means in lieu of
cheek as shall be agreed upon by the Company, the Trustee and such registered
owner; and, provided, further, that, so long as the Bonds of the Fifty-fifth 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-fifth
Series shall be payable in the manner specified in the Bond Purchase Agreement
(as hereinafter defined).
(d)The Bonds of the Fifty-fifth Series shall be redeemable in
whole at any time, or in part from time to time, at the option of the Company at a
redemption price equal to the greater of
(1) 100% of the principal amount of the Bonds being
redeemed, and
(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 semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at a discount rate equal to the Treasury 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-fifth Series, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price. The Treasury
Yield shall be calculated as of the third business day preceding the redemption
date (the "Calculation Date").
(ii) "Comparable Treasury Issue" means the United
States Treasury security selected by an Independent Investment Banker as having
a maturity comparable to the remaining term of the Bonds of the Fifty-fifth Series
that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Bonds.
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(iii)"Comparable Treasury 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 forth in the H. 15 Daily Update of the Federal Reserve Bank 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.1 5 (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 through the worldwide website of the Board of Governors of
the Federal Reserve System or any successor site or publication.
(vi)"Independent Investment Banker" means J.P.
Morgan Securities LLC or KeyBanc Capital Markets Inc., as determined by the
Company, or, if so determined by the Company, any other independent
investment banking institution of national standing appointed by the Company
and reasonably acceptable to the Trustee.
(vii)"Reference Treasury Dealer Quotation" means, with
respect to the Reference Treasury 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 writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m. on the Calculation Date).
(viii)"Reference Treasury Dealer" means a primary U.S.
Government securities 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-fifth
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 purpose shall be made by the Trustee in its
uncontrolled discretion. The Trustee shall promptly notify the Company in
writing of the distinctive numbers of the Bond and the portions thereof so selected
for redemption.
(g)Except as provided in this subsection (II) of Section 1, the
Bonds of the Fifty-fifth Series shall not be redeemable prior to the Stated Maturity
Date.
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501005 12M
(III)(a) At the option of the registered owner, any Bonds of the
Fifty-fifth Series, upon surrender thereof for cancellation at the office or agency of the
Company in the Borough of Manhattan, 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-fifth Series shall be transferable, upon the
surrender thereof for cancellation, together with a written instrument of transfer in form
approved by the registrar duly executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough of Manhattan, The City
of New York,
Upon any exchange or transfer of Bonds of the Fifty-fifth Series, the
Company may make a charge therefor sufficient to reimburse it for any tax or taxes or
other governmental 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-fifth Series; provided,, however, that the Company shall
not be required to make any transfer or exchange of any Bonds of the Fifty-fifth 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-fifth Series which
shall have been selected for redemption in whole or in part.
The Bonds of the Fifty-fifth Series shall bear a legend as to restrictions 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 transferred in
contravention of the Securities Act.
(IV)For all purposes of this Fifty-fourth Supplemental Indenture,
except as otherwise expressly provided or unless the context otherwise requires, the
terms listed below, when used with respect to the Bonds of the Fifty-fifth Series, shall
have the meanings specified below:
"Bond Purchase Agreement" means the Bond Purchase Agreement, dated
June 27, 2012, 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 banking institutions or trust companies in The City of New
York, New York are generally authorized or required by law, regulation or
executive order to remain closed.
"Institutional Investor" means (a) any original purchaser of a Bond of the
Fifty-fifth Series, (b) any holder of a Bond of the Fifty-fifth 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-fifth Series, and (c) any bank, trust
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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 February 1 and August 1 in each year,
commencing February 1, 2013.
"Maturity" means the date on which the principal of the Bonds of the
Fifty-fifth Series becomes due and payable, whether at the Stated Maturity Date,
upon redemption or acceleration, or otherwise.
"Record Date", with respect to any Interest Payment Date, means the
close of business on the seventh Business Day preceding such Interest Payment
Date.
"Stated Maturity Date" means November 29, 2047.
(V) Notwithstanding the provisions of Section 106 of the Original
Mortgage, as amended, the Company shall not cause any Bonds of the Fifty-fifth 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 unless the Company shall deliver
to the Trustee either:
(a)an instrument 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 government 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 government 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 instrument 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 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, will not recognize income,
gain or loss for United States federal income tax purposes as a result of the
satisfaction and discharge 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 same manner as if such satisfaction and discharge had not
been effected.
501 005 129v6
(VI) Anything in this Supplemental indenture or the Bonds of the Fifty-
fifth Series to the contrary notwithstanding, any payment of principal of or premium, if
any, or interest on any Bond of the Fifty-fifth 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 Maturity date of any Bond is a
date other than a Business Day, the payment otherwise 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.
(VU) The Bonds of the Fifty-fifth Series shall have such further terms as
are set forth in Exhibit D 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.
ARTICLE II
Outstanding Bonds
Upon the delivery of this Fifty-fourth Supplemental Indenture, Bonds of
the Fifty-fifth Series in an aggregate principal amount of $80,000,000 are to be issued
and will be Outstanding, in addition to $1,663,700,000 aggregate principal amount of
bonds of prior series Outstanding at the date of delivery of this Fifty-fourth
Supplemental Indenture.
ARTICLE HI
Miscellaneous Provisions
SECTION 1. The terms defined in the Original Mortgage shall, for all
purposes of this Fifty-fourth Supplemental Indenture, have the meanings specified in the
Original Mortgage.
SECTION 2. The Trustee hereby confirms its acceptance 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 Original Mortgage set forth, including the
following:
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Fifty-fourth Supplemental Indenture or for or
in respect of the recitals contained herein, all of which recitals are made by the Company
solely. Each and every term and condition contained in Article XVI of the Original
Mortgage, shall apply to and form part of this Fifty-fourth Supplemental indenture with
the same force and effect as if the same were herein set forth in full, with such omissions,
variations and insertions, if any, as may be appropriate to make the same conform to the
provisions of this Fifty-fourth Supplemental Indenture.
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SECTION 3. Whenever in this Fifty-fourth Supplemental Indenture
either of the parties hereto is named or referred to, this shall, subject to the provisions of
Articles XV and XVI of the Original Mortgage be deemed to include the successors and
assigns of such party, and all the covenants and agreements in this Fifty-fourth
Supplemental Indenture 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 parties, whether so expressed or
not.
SECTION 4. Nothing in this Fifty-fourth Supplemental Indenture,
expressed or implied, is intended, or shall be construed, to confer upon, or to give to, any
person, firm or corporation, other than the parties hereto, the holders of the Bonds
Outstanding under the Mortgage, any right, remedy or claim under or by reason of this
Fifty-fourth Supplemental Indenture or any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations, promises and
agreements in this Fifty-fourth Supplemental Indenture contained by or on behalf of the
Company shall be for the sole and exclusive benefit of the parties hereto, and of the
holders of the Bonds Outstanding under the Mortgage.
SECTION 5. This Fifty-fourth Supplemental Indenture shall be executed
in several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
SECTION 6. The titles of the several Articles of this Fifty-fourth
Supplemental Indenture shall not be deemed to be any part thereof.
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IN WITNESS WHEREOF, on the 30 day of November, 2012, AVISTA
CORPORATION has caused its corporate name to be hereunto affixed, and this instrument to be
signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be
attested by its Corporate Secretary or one of its Assistant Corporate Secretaries for and in its
behalf, all in The City of Spokane, Washington, as of the day and year first above written; and on
the 300' day of November, 2012, CITIBANK, NA., has caused its corporate name to be hereunto
affixed, and this instrument 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.
AVISTA CORPORATION
Corp ".',,
t1'fl'Ut•,,,!
2 SgALI
Attest:
'j c4,m
Name: Susan Y. Fleming
Title: Assistant Corporate Secretary
Executed, sealed and delivered
by AV1STA CORPORATION
in the, presence of
Name: yan L. Krasselt
501073510vl
By: /LZZ4~~
Name: Mark T. Thins
Title: Senior Vice President and
Chief Financial Officer
Name:
CITIBANK, N.A., AS TRUSTEE
By 1-. '.-'-
Name:IafakOrfy
Title: Nice P1esid
Attest:
e: Louis Piscitelli
itle: Vice President
Executed, sealed and delivered
by CITIBANK, A.,
as trustee, in pres ce of
7
Name: Cirino Emanuele
501075536v1
STATE OF WASHINGTON)
) ss.:
COUNTY OF SPOKANE )
On the 30th day of November, 2012, before me personally appeared Mark T.
Thies, to me known to be a Vice President of AVISTA CORPORATION, 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 he was authorized to execute said instrument
and that the seal affixed is the corporate seal of said Corporation.
On the 30th day of November, 2012, before me, a Notary Public in and for the
State and County aforesaid, personally appeared Mark T. Thies, known to me to be a Vice
President of AVISTA CORPORATION, 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 affixed my official
seal the day and year first above written.
%%tUlIIIl /,
12 ce ,'i-v ccii hte. (
4% <- Notary Public
j NOTARY • ct PUBLiC RAE AN CORNELL •:w4b Notary Public
State of Washington
'?' WAs" Commission Expires January29, 2014
501073510v1
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On the 30th day of November, 2012 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 affixed is the
corporate seal of said Corporation.
On the 30th day of November, 2012, before me, a Notary Public in and for the
State and County aforesaid, personally appeared Wafan Orfy, known to me to be a Vice
President of CITIBANK, NA., 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 affixed my official
seal the day and year first above written.
Notary Public
NOREEN IRIS SANTO
f. NOtary Public. State of New Yàrk: I.. Registration #01SA6228750
I Qualified in Nassau County [CommissIon Expires Sept. 27,2014
501075536v1
EXHIBIT A
MORTGAGE, SUPPLEMENTAL INDENTURES
AND SERIES OF BONDS
MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDING M0 I DESIGNATION
Original June 1, 1939 1 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 I, 1953 3 3-7/8% Series due 1983 10,000,000 None
Third December I, 1955 None
Fourth March 15, 1957 None
Fifth July I, 1957 4 4-7/8% Series due 1987 30,000,000 None
Sixth January 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 January I, 1959 7 4-3/4% Series due 1989 15,000,000 None
Ninth January 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 1, 1966 II 6 % Series due 1996 20,000,000 None
Fourteenth April 1, 1970 12 9-1/4% Series due 2000 20,000,000 None
Fifteenth May I, 1973 13 7-7/8% Series due 2003 20,000,000 None
Sixteenth February 1, 1975 14 9-3/8% Series due 2005 25,000,000 None
Seventeenth November 1, 1976 IS 8-3/40/a Series due 2006 30,000,000 None
Eighteenth June 1, 1980 None
Nineteenth January 1, -1981 16 14- 1/8% Series due 1991 40,000,000 None
A-I
501005 129v6
MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDING NO, DESIGNATION
Twentieth August 1, 1982 17 15-3/4% Series due 1990-
1992
60,000,000 None
Twenty-First September 1, 1983 18 13-1/2% Series due 2013 60,000,000 None
Twenty-Second March 1, 1984 19 13-1/41/o Series due 1994 60,000,000 None
Twenty-Third December I, 1986 20 9-1/4% Series due 2016 80,000,000 None
Twenty-Fourth January 1, 1988 21 10-3/8% Series due 2018 50,000,000 None
Twenty-Fifth October 1, 1989 22
23
7-118% Series due 2013
7-2/5% Series due 2016
66,700,000
17,000,000
None
None
Twenty-Sixth April I, 1993
-
24 Secured Medium-Term
Notes, Series A
($250,000,000 authorized)
250,000,000 43,000,000
Twenty-Seventh January 1, 1994 25 Secured Medium-Term
Notes, Series B
($250,000,000 authorized)
161,000,000 None
Twenty-Eighth September 1, 2001 26 Collateral Series due 2002 220,000,000 None
Twenty-Ninth December 1, 2001 27 7,75% Series due 2007 150,000,000 None
Thirtieth May 1, 2002 28 Collateral Series due 2003 225,000,000 None
Thirty-first May 1, 2003 29 Collateral Series due 2004 245,000,000 None
Thirty-second September 1, 2003 30 6.125% Series due 2013 45,000,000 None
Thirty-third May 1, 2004 31 Collateral Series due 2005 350,000,000 None
Thirty-fourth November 1, 2004 32 5.45% Series due 2019 90,000,000 90000,000
Twentieth August 1, 1982 17 15-3/4% Series due 1990-
1992
60,000,000 None
Twenty-First September 1, 1983 18 13-112% Series due 2013 60,000,000 None
Twenty-Second March 1, 1984 19 13-1/4% Series due 1994 60,000,000 Now
Twenty-Third December 1, 1986 20 9-1/4% Series due 2016 80,000,000 None
A-2
501005129v6
MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES
- ________________
PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL -
AMOUNT
OUTSTANDING NO. DESIGNATION
Twenty-Fourth January 1, 1988 21 I 0-3/8% Series due 2018 50,000,000 None
Twenty-Fifth October I, 1989 22
23
7-118% Series due 2013
7-2/5% Series due 2016
66,700,000
17,000,000
None
None
Twenty-Sixth April 1, 1993 24 Secured Medium-Term
Notes, Series A
($250,000,000 authorized)
250,000,000 43,000,000
Twenty-Seventh January 1, 1994 25 Secured Medium-Term
Notes, Series B
($250,000,000 authorized)
161,000,000 None
Twenty-Eighth September 1, 2001 26 Collateral Series due 2002 220,000,000 None
Twenty-Ninth December 1, 2001 27 7.75% Series due 2007 150,000,000 None
Thirtieth May 1, 20M 28 Collateral Series due 2003 225,000,000 None
Thirty-first May 1, 2003 29 Collateral Series due 2004 245,000,000 None
Thirty-second September 1, 2003 30. 6.125% Series due 2013 45,000,000 None
Thirty-third May 1, 2004 31 Collateral Series due 2005 350,000,000 None
Thirty-fourth November I, 2004 32 5.45% Series due 2019 90,000,000 90,000,000
Thirty-fifth December I, 2004 33 Collateral Series 2004A 88,850,000 25,000,000
Thirty-sixth December 1, 2004 34
35
Collateral Series 20043
Collateral Series 2004C
66,700,000
17,000,000
None
None
Thirty-seventh December I, 2004 36 Collateral Series 2004D 350,000,000 None
Thirty-eighth May 1, 2005 37
38
Collateral Series 2005B
Collateral Series 2005C
66,700,000
17,000,000
None
None
Thirty-ninth November 1, 2005 39 6.25% Series due 2035 100,000,000
50,000,000
100,000,000
50,000,000
Fortieth April 1, 2006 40 Collateral Series due 2011 320,000,000 None
A-3
501005129Y6
MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES
-
PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDING DESIGNATION
Forty-first December 1, 2006 41 5.70% Series due 2037 150,000,000 150,000,000
Forty-second April I, 2008 42 5.95% Series due 2018 250,000,000 2501000,000
Forty-third November 1, 2008 43 Collateral Series 2008A 200,000,000 None
Forty-fourth December 1, 2008 44 7.25% Series due 2013 30,000,000 None
Forty-fifth December 1, 2008 45 Collateral Series 2008B 17,000,000 None
Forty-sixth September 1, 2009 46 5.125% Series due 2022 250,000,000 250,000,000
Forty-seventh September 1, 2009 47 Collateral Series 2009A 75,000,000 None
Forty-eighth December 1. 2010 48
49
Collateral Series 2010A
Collateral Series 201013
66,700,000
17,000,000
66,700,000
17,000,000
Forty-ninth December 1, 2010 50
51
3.89% Series due 2020
5.55% Series due 2040
52,000,000
35,000,000
52,000,000
35,000,000
Fiftieth December 1, 2010 52 1.68% Series due 2013 50,000,000 50,000,000
Fifty-first February 1, 2011 53 Collateral Series 201 IA 400,000.000 400,000,000
Fifty-second August 1, 2011 None
Fifty-third December 1, 2011 54 4.45% Series due 2041 85,000,000 85,000,000
TOTAL OUTSTANDING 81.663700.000
- A-4
50 1005 129v6
Wlfft Min:
FILING AND RECORDING OF
FIFTY-THIRD SUPPLEMENTAL INDENTURE
FILING IN STATE OFFICES
State Office of
Financing
Statement
Document Number
Date
Washington Secretary of State 2/12/12 2012-044-0763-7
Idaho Secretary of State 2/10112 B 2012-1103421-3
Montana Secretary of State 2/10/12 585647732
Oregon Secretary of State 2110/12 89119659
RECORDING IN COUNTY OFFICES
County Office of
Real Estate Mortgage Records Financing
Statement
Document
Number Date
Document
Number Book Page
Washing-ton
Adams Auditor 2012 300070 N/A N/A N/A
Asotin Auditor 219/12 328326 N/A N/A N/A
Benton Auditor 2/9/12 2012-003868 N/A N/A N/A
Douglas Auditor 2/9/12 3157685 N/A N/A N/A
Ferry Auditor 2/9/12 279591 N/A N/A N/A
Franklin Auditor 2110/12 1778410 N/A N/A N/A
Garfield Auditor 2110/12 20120051 N/A N/A N/A
Grant Auditor 219/12 1296300 N/A N/A N/A
Klickitat Auditor 2/10112 1096634 N/A N/A N/A
Lewis Auditor 2/10/12 1 3374367 N/A N/A N/A
Lincoln Auditor 219/12
2012
0460165 105 2153 N/A
Pend Oreille Auditor 2/13/12 20120310786 N/A N/A N/A
Skamania Auditor 2/14/12 2012180037 N/A N/A N/A
Spokane Auditor 2/9/12 6065710 N/A N/A N/A
Stevens Auditor 2/9/12
2012
0001167 N/A N/A N/A
Thurston Auditor 2113/12 4250929 N/A N/A WA
Whitman Auditor 2/9/12 709144 N/A N/A N/A
Idaho
Benewah Recorder 219/12 281767 N/A N/A N/A
Bonner Recorder 2/9112 821862 N/A N/A N/A
Boundary Recorder 2/9/12 253092 N/A N/A N/A
Clearwater Recorder 2/9/12 218633 N/A N/A N/A
Idaho Recorder 2/9/12 482726 N/A N/A N/A
Kootenai Recorder 2/9/12 2345540000 N/A N/A N/A
Latah I Recorder 2/9/12 549348 N/A N/A N/A
B-i
501005129y6
40i L~
Idaho (cont.)
Lewis Recorder 219/12 140132 N/A N/A NIA
Nez Perce Recorder 2/9/12 798167 N/A N/A NIA
Shoshone Recorder 2/9/12 466333 N/A N/A N/A
Montana
Big Horn
Clerk &
Recorder 2/12/12 345320 119 601 N/A
Broadwater
Clerk &
Recorder 2/13/12 166750 141 249 N/A
Golden
Valley
Clerk &
Recorder 2/10/12 80960 M 15951 N/A
Meagher
Clerk &
Recorder 2110/12 139604 N/A N/A N/A
Mineral
Clerk &
Recorder 2/13/12 108971 N/A N/A N/A
Rosebud
Clerk &
Recorder 2/1 3/12 109664 135 490 N/A
!jj nders
Clerk &
Recorder 2/10112 74297 N/A N/A N/A
.
Stillwater, .
.Clerk &
Recorder 2/10/12 350322 N/A N/A N/A
Treasure
Clerk &
Recorder 2/10/12 81739 20 173 N/A
Wheatland
Clerk &
Recorder 2/10112 107176 M 23487 N/A
Yellowstone
Clerk &
Recorder 2110/12 3614069 N/A N/A N/A
Oregon
Douglas Recorder 2110112 2012-002792 N/A N/A N/A
Jackson Recorder 2/24/12 2012-005497 N/A N/A N/A
Josephine Recorder 2/10/12 2012-001485 N/A N/A N/A
Klamath Recorder 2124/12 01 N/A N/A N/A
Morrow Recorder 2/23112 2012-29626 N/A NIA N/A
Union Recorder 2/23112 20120495 N/A N/A N/A
Wallowa Recorder 2/23/12 66809 N/A N/A N/A
EXHIBIT C
PROPERTY ADDITIONS
First
I
THE ADDITIONAL ELECTRIC SUBSTATIONS AND SUBSTATION SITES OF THE
COMPANY, in the State of Washington, including all buildings, structures, towers, poles,
equipment, appliances and devices for transforming, converting and distributing electric 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, appurtenances and supplies,
franchises, permits and other rights and other property forming a part 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 State of Washington, to wit
1 Whitman County, Washington "Thornton Switching Station 230kV" Property
No. WA-38-032; Grantor: Palouse Wind, LLC; Parcel 2-1 of Switching
Station Short Nat, being portion of SW/4 of Section 5, Township 19 North, Raage
43 East, W.M.
2.Spokane County, Washington: 'Deer Park 115kV Substation"; Property No. WA-
32-081; Grantor: United States of America, Department of Energy for Bonneville
Power Administration; Portion of Government Lot 4 in NW/4of Section 3,
Township 28 North, Range 42 East, W.M.
3.Spokane County, Washington: 'Downtown East Substation"; Property No. WA-
32-035; Grantor: City of Spokane; Portion of vacated Sheridan Street in SW/4 of
Section 17, Township 25 North, Range 43 East, W.M.
Second
THE ADDITIONAL, REGULATOR AND ODORIzER STATION SITES OF THE COMPANY,
in the State of Washington, including all improvements, regulator and odorizer station
equipment, general equipment, appliances and devices for distributing natural gas 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, appurtenances and supplies, franchises,
permits, and other rights and other property forming a part of said Stations 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 State of Washington, to wit:
1. Spokane County, Washington: "Gas Regulator Station #29"; Property No. WA-
32-224; Grantor: Washington State Department of Transportation; Portion of
SWI4 SF14, together with portion of vacated Market Street, in Section 10,
Township 26 North, Range 43 East, W.M.
Third
C-I
501005129v6
THE ADDITIONAL ELECTRIC DISTRIBUTING SYSTEMS OF THE COMPANY, in the
State of Idaho, including all towers, poles, pole lines, wires, cables, insulators and appurtenances,
appliances and equipment and all of the Company's other property, real, personal, or mixed,
forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to
said distributing systems or any of them, together with all rights of way, easements, permits,
privileges, municipal or other franchises, licenses, consents, and rights for or relating to the
construction, maintenance or operation thereof through, over, under or upon any public streets or
highways or other lands, public or private, including, but not limited to, the following in the State
of Idaho, to wit:
1. Kootenai County,, Idaho: "Coeur d'Alene Distribution"; Property No. ID-K-178;
Grantor: City of Coeur d'Alene; Portion of vacated Hazel Avenue in F12 SE/4 of
Section 12, Township 50 North, Range 4 West, B.M.
Fourth
ADDITIONAL PROTECTION, MITIGATION AND ENHANCEMENT PROPERTY of
the Company, in the States of Idaho, Washington and Montana, real, personal, or mixed,
acquired constructed and/or installed in, on, under and/or proximate to the Company's Clark
Fork hydroelectric development (including, without limitation, the Cabinet Gorge Hydroelectric
Generating Station and the Noxon Rapids Hydroelectric generating Station) for the purpose of
protecting and/or enhancing wildlife (including fish and aquatic life), botanical life and/or
wetlands, and/or mitigating any harm or damage thereto, and all other property, 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, Washington and Montana, to wit:
1.Kootenai County, Idaho: "Post Falls HED Mitigation"; Property No. ID-K-253;
Grantor: Roy N. Sehons & Daniel S. Treend; Portion of Government Lot 7, in
Section 4, Township 50 North, Range 5 West, B.M.
2.Spokane County, Washington: "Long Lake BED Mitigation"; Property No. WA-
32-257; Grantor: Douglas J.H. and Elizabeth Ricks; Tract 8 and 1/40 interest in
Tract in SF14 of Section 30, Township 27 North, Range 40 East, W.M.
3.Sanders County, Montana: "Cabinet Gorge Mitigation"; Property No. MT-35-
251; Grantor: Dettwiler Farms, Inc.; SF14 in Section 27, Township 27 North,
Range 34 West, M.P.M.
Fifth
BusiNEss OFFICE/S AND OR REAL ESTATE, in the States of Idaho and Washington, to
wit:
1. Benewah County, Idaho: "St. Manes Storage Yard"; Property No. ID-3B-002;
Grantor: Nancy Lee Properties, LLC; Portion of Tracts 77 & 78, Meadowhurst, in
NW/4 of Section 23, Township 46 North, Range 2 West, B.M.
C-2
501005 129v6
C-3
501005129v6
4, Spokane County, WA: "Ross Court Properties"; Property No. WA-32-002;
Grantor: City of Spokane; Portion of vacated North Crescent Street from Perry
Street to North Center Street in SW/4 of Section 9, Township 25 North, Range 43
East, W.M.
EXIIIifiT D
(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,
4.23% Series due 2047
REGISTERED REGISTERED
NO. $
AVISTA CORPORATION, a corporation of the State of Washington
(hereinafter called the Company), for value received, hereby promises to pay to
or registered assigns, on November 29, 2047
DOLLARS
• and to pay the registered owner hereof interest thereon semi-annually in arrears on
February 1 and August 1 in each year (each such date being hereinafter called an
"Interest Payment Date"), commencing February 1, 2013 and at Maturity (as hereinafter
defined), at the rate of four and twenty-three one hundredths percentum (4.23%) 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 November 30, 2012 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 Maturity shall be payable upon presentation hereof at the office or
agency of the Company in the Borough of Manhattan, The City of New York, in such
D-1
501005129Y6
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
Maturity) shall be paid by check, in the similar coin or currency, mailed to the registered
owner hereof as of the close of business on the seventh Business Day preceding each
Interest Payment Date (each such date being herein called a "Record Date"); provided,
however, that if such registered owner shall be a securities 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 further that, so long as this Bond
shall be held by an Institutional Investor (as defined in the Fifty-fourth Supplemental
Indenture referred to below), payment of principal of and premium, if any, and interest on
this Bond shall be payable in the manner specified in the Bond Purchase Agreement (as
defined in such Fifty-fourth Supplemental 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 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, 4.23% Series due 2047, all
bonds of all such series being issued and issuable under and equally secured (except
insofar as any sinking or other fund, established in accordance with the provisions of the
Mortgage hereinafter 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
"Original Mortgage"), executed by the Company (formerly known as The Washington
Water Power Company) to City Bank Farmers Trust Company and Ralph E. Morton, as
Trustees (Citibank, N.A., successor Trustee to both said Trustees). The Original
Mortgage has been amended and supplemented by various supplemental indentures,
including the Fifty-fourth Supplemental Indenture, dated as of November 1, 2012 (the
"Fifty-fourth Supplemental Indenture"), 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 security, the rights of the
holders of the bonds and of the Trustee in respect 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
conflict 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, further, 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 particularly, but without limitation, any
provisions or restrictions in the Mortgage regarding the transfer or exchange of such
beneficial interests and any legend set forth on this bond.
- D-2
501005129v6
The Mortgage may be modified or altered by affirmative 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
series so to be affected, considered as one class, and, furthermore, for limited purposes,
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 Maturity 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 maturity date on the conditions, in the manner and at the time set forth in the
Mortgage, upon the occurrence 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 portion of the principal amount hereof will 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, will 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
transfer, or lease, of assets to, another corporation and to the assumption by such other
corporation, in certain circumstances, of all of the obligations of the Company under the
Mortgage and on the bonds secured thereby.
In the manner 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 Manhattan, The City of New York, upon
surrender and cancellation of this bond, together with a written instrument 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 series for a
like principal 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 this bond is registered as the absolute owner hereof for the purpose of receiving.
payment and for all other purposes.
In the manner prescribed in the Mortgage, any bonds of this series, upon
surrender thereof for cancellation at the office or agency of the Company in the Borough
D-3
501005129v6
of Manhattan, 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
part 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 semiannual basis
(assuming a 360-da y year consisting of twelve 30-day months) at a discount rate
equal to the Treasury 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.
"Treasury Yield" means, with respect to any redemption of the bonds of
this series, the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price. The Treasury Yield shall be calculated as of the third business day preceding the
redemption date (the "Calculation Date").
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker 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 customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the bonds.
"Comparable Treasury Price" means, (A) the average of the bid and asked
prices for the Comparable Treasury' Issue (expressed in each ease as a percentage of its
principal amount) on the Calculation Date, as set forth in the H. 15 Daily Update of the
Federal Reserve Bank 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 Governors
of the Federal Reserve System.
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501005 129v6
"H.15 Daily Update" means the daily update of H.15(519) available
through the worldwide website of the Board of Governors of the Federal Reserve System
or any successor site or publication.
"Independent Investment Banker" means J.P. Morgan Securities LLC or
KeyBanc Capital Markets, Inc., as determined by the Company, or, if so determined by
the Company, any other independent investment banking institution of national standing
appointed by the Company and reasonably acceptable to the Trustee.
"Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury 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 writing 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. Government 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 maturity date.
No recourse shall be had for the payment of the principal of or premium, if
any, or interest on this bond against any incorporator or any past, present or future
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 liability of incorporators,
subscribers, stockholders, officers and directors being released by the holder or owner
hereof by the acceptance of this bond and being likewise waived and released by the
terms of the Mortgage.
This bond shall not become obligatory until Citibank, N.A., the Trustee
under the Mortgage, or its successor thereunder, shall have signed the form of certificate
endorsed hereon.
D.5
50100512M
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 signature or a facsimile thereof, and its corporate seal to be impressed or imprinted
hereon and attested by its Corporate Secretary or one of its Assistant Corporate
Secretaries by his signature or a facsimile thereof.
Dated: AVISTA CORPORATION
By:
• Name:
Title:
ATTEST:____
Name:
Title:
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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501005129v6
ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
[please insert social security or other identifying number of assignee]
ipiease print or typewrite name anu aaaress orassigneej
The within bond of AVISTA CORPORATION and does hereby irrevocably constitute
and appoint Attorney, to transfer said bond on
the books of the within-mentioned Company, will full power of substitution in the
premises.
Dated:
[signature of assignor]
Notice: The signature to this assignment must
correspond with the name as written upon the face
of the bond in every particular without alternation or
enlargement or any change whatsoever.
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501005129v6