20150303Compliance Filing.pdf

f:rl:i'1i-:ir1,' Iirt--\:i.-l i
?015 HAR -3 At{ I I : 29
March 2,2015
Jean D. Jewell
Idatro Public Utilities Commission
472W. Washinglon Sneet
Boise,lD 83702
Case No. AVU-U-I l-01
We are submitting the following information in compliance with the Commission's Order No. 3233E
rmder Case No. AVU-U-I l-01 for the sale of securities not to exceed $450,000,000. An informational
notice regarding this issuancc was previously provided to staff.
On December 18, 2014, Avista Corp. issued $60.0 million of 4.1 I persent First Mortgage Bonds due in
204,4 under a bond purchase agrcement with certain institntional 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 l, 1939, from the Company to Citibanlq 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 two interest rate swap contracts and received total proceeds of $5.4 million, which
will be amortized as a component of interest expense over the lifc of the debt.
The bonds have not been, and will not be, registered under the Smurities Act of 1933 or any state
securities laws and may not be offered or sold in the United States absent registation or an applicable
exemption from registration requirements.
The total net procecds from the sale of the new bonds were used to repay a portion of tre borrowings
outshnding under the Cornpany's $400.0 million committed line of credit and for general corporate
purposes.
Teblc l.
Item Dolhr Amount Pencent of Total
Gocs Proceeds
Arrangement Fees
Prroceeds Payable to Applicant
Interest Rate Swaps
Other lssuancdTechnical Services
Expcnses
s60,000,000
(t80,000)
t00.0%
(0.3)
59,E20,000
5,429,000
(201,5t l)
99.7
9.0
(0.3)
Net Proceedst 65,047,489 lO8.4Vo
' The Company is cxpecting additional fees primrily related m filing fees and potentialty additional legal expenses
currently unbillc4 which may reduce the Company's net proceeds.
Page I of2
Attachod ar€ tlr tenn sheot for this isslrurc€ and thc 5f supplcnrental indentup that was
oxeciled in cmncction to rhis issuanoe.
Please contact Lauren Pendergraft ar (509) 4954998 if you have any questions.
Sinoerrly,
lr;/,^/a/./*,*^--
Richard N. Stcvcns
Dirwtoof Financo
Page2of 2
TE
$60,000,000 First Mortgage Bonds due 2044
Traditional Private Placement
October 9, 2011
Dear lnvestor,
On behalf of Avista Corporation (the "Company''). KeyBanc Capital Markets [nc. ("KeyBanc") is pleased
to confirm the following circles of the Company's $60 million of First Mortgage Bonds (the "Bonds').
^#vrs ^^rr'raInJl! I ',l 11 it::
ll; 1ii,
,qt{
,. :.,.1i,,i,,
ll: 29
,-=,1;ii,ir ,
Sire
Maturity
Interest Pay Dates
Treasury
Trcasury YieH tl)
$60.000,000
DecerSer I,M
June I and Decen$er l. beginning June 1.2015
T 3 3/8 05/t5/41
3,40/o
Price
Optional hepaynrnt
Par
Make whole ar T+50bps anytrrE priorto 6llt?M:
Callable at oar thercafter
lGyBanc
the circles for each investor:
36,0.0
Capital Makets
*
Transection Details
lnvestors ('clunsel:
Irnestor Due Diligencc:'l'argctcd Closing & liunding:
Ill an Pirnat
(116,68q-3967
Neil R. Mann
Chapman & Cutler l.LP
nmannrirJchapman.conr I (3 ll I 845-3751
l-o Be Detennined
I)ecr'mber I 8. :0 l4
F,amon McDerrnott
c I 6) 68e-48::
Plcase coniact .v^.our Kel Banc represcntalivc' it-y'ou hare an1, additional questions or due diligcnce requests prior to
closing. T'hartks again lirr participating in this ottering.
I{c'gards.
KeyBanc Capital Markels lnc.
(iar1 Andrervs
(lr6) 68e-3567
Erica 1:lsasser
(116t689-44e6
lGyBanc
Capital Markets
+-"r
7?15 Fi$R -3 Ai{ It: 29
r- r f 4 \ ) , .t
Ul il-il:-,i rlL;,,, ,1,":)lCir
AYISTA CORPORATION
TO
CITIBANK, N.A.
As Successor Trustee under
Mortgage and Deed of Trust,
dated as ofJune I, 1939
Fifty-seventh Supplemental Indenture
Providing among other thingsfor a series of bonds designated
" First'*'rff;,';:!:;t:: $;;rs due 2 04 4 "
Dated as of December 1,2014
501458568v6
FIFTY-SEVENTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the I't day of December,2}l4,between
AVISTA CORPORATION (formerly known as The Washington Water Power
Company), a corporation of the State of Washington, whose post office address is
l4l I East Mission Avenue, Spokane, Washington 99202 (the ooCompany"), and
CITIBANK, N.A., 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, l4th 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-seventh 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 Original Mortgage, as theretofore supplemented and amended) ceased
to be a trustee thereunder on July 23, 1969, and all of his powers as lndividual 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 amendatory
thereof, 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-sixth Supplemental
Indentures and, if the context shall so require, as to be supplemented by this Fifty-seventh
Supplemental Indenture, being herein sometimes called the "Mortgage"); and
WHEREAS the Original Mortgage and the First through Fifty-fifth
Supplemental [ndentures 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-sixth Supplemental Indentures and the Instrument of Further Assurance,
dated December 15, 2001, hereinafter referred to; and
WHEREAS the Fifty-sixth Supplemental Indenture, dated as of April l,
2014, 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
501458568v6
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 corect 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 the Company now desires to create a new series of bonds; 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 specifu 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 execution and delivery by the Company of this Fifty-
seventh Supplemental Indenture and the terms of the Bonds of the Fifty-eighth 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-seventh 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
50 I 458568v6
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:
A11 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 rights, 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 curent, 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, 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 nature.
The Company hereby acknowledges that, as of the date of this
Fifty-seventh Supplemental Indenture, the real property located in the
State of Washington, taken as a whole, that is so conveyed or intended to
be so conveyed under the Mortgage is not used principally for agricultural
purposes.
50 I 458568v6
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 ofthe foregoing.
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 of the Original Mortgage (except any 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: (l) 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 XIL
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.
4
50 1458568v6
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-seventh Supplemental Indenture being supplemental
to the Mortgage.
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 further covenants and agrees to and with the Trustee and its
successor or successors in such trust under the Mortgage, as follows:
ARTICLE I
Fifty-eighth Series of Bonds
SECTION 1. (l) There shall be a series of bonds designated "First
Mortgage Bonds, 4.11% Series due 2044" (herein sometimes referred to as the o'Bonds of
the Fifty-eighth 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-eighth
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.
(II) The Bonds of the Fifty-eighth Series shall have the following terms
and characteristics:
(a) the Bonds of the Fifty-eighth Series shall be limited in
aggregate principal amount to $60,000,000 (except for Bonds of such series
authenticated and delivered upon transfer ofor in exchange for, or in lieu of, other
Bonds of such series);
(b) the principal of Bonds of the Fifty-eighth Series shall
(unless theretofore paid) be payable on the Stated Maturity Date (as hereinafter
defined);
(c) the Bonds of the Fifty-eighth Series shall bear interest at
the rate of four and eleven one hundredths percentum (4.1 lo/o) per annum; interest
on such Bonds shall accrue from and including December 18,2074, 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
501 458568v6
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;
(d) the principal of and premium, if any, and interest on each
Bond of the Fifty-eighth Series payable at Maturity shall be payable upon
presentation thereof at the office or agency of the Company in the Borough of
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-eighth 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 check as shall be agreed upon by the Company, the Trustee and such
registered owner; and, provided, further, that, so long as any Bond of the Fifty-
eighth Series shall be held by (i) the original purchaser thereof under the Bond
Purchase Agreement (as hereinafter defined) or (ii) any other Institutional
Investor (as hereinafter defined) that (A) is the direct or indirect transferee of such
Bond from such original purchaser and (B) has made the same agreement relating
to such Bond as such original purchaser made in Section 8.2 of the Bond Purchase
Agreement, payment of principal of and premium, if any, and interest on such
Bond of the Fifty-eighth Series shall be payable in the manner specified in the
Bond Purchase Agreement.
(e) (i) Prior to June l, 2044, the Bonds of the Fifty-eighth
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
(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-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 (A) or (B) above, whichever is applicable, accrued
interest on such Bonds to the date of redemption.
(ii) On or after June 1, 2044, the Bonds of the Fifty-
eighth 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 100% of the
501458568v6
principal amount of the Bonds being redeemed plus acuued interest on such
Bonds to the date of redemption.
(0 (i) 'oTreasury Yield" means, with respect to any
redemption of Bonds of the Fifty-eighth 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 earlier of (A)
the date notice of redemption is mailed to holders of Bonds of the Fifty-eighth
Series and (B) the date irrevocable arrangements with the Trustee for the mailing
of such notice shall have been made, as the case may be (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-eighth
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.
(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.15 (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 any
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).
501 458568v6
(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.
(g) If less than all of the outstanding Bonds of the Fifty-eighth
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 notifu the Company in
writing of the distinctive numbers of the Bond and the portions thereof so selected
for redemption.
(h) Except as provided in this subsection (II) of Section 1, the
Bonds of the Fifty-eighth Series shall not be redeemable prior to the Stated
Maturity Date.
(III) (a) At the option of the registered owner, any Bonds of the
Fifty-eighth 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-eighth 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
afforney, 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-eighth 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-eighth Series; provided, however, that the Company
shall not be required to make any transfer or exchange of any Bonds of the Fifty-eighth
Series 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-eighth
Series which shall have been selected for redemption in whole or in part.
Unless and until the Company shall have delivered to the Trustee a written
order to the contrary, the Bonds of the Fifty-eighth 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
50 1458568v6
not be offered, sold, pledged or otherwise transferred in
contravention of the Securities Act.
(IV) For all purposes of this Fifty-seventh 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-eighth Series, shall have
the meanings specified below:
"Bond Purchase Agreement" means the Bond Purchase Agreement, dated
October 22,2014, between the Company and the purchasers listed on Schedule A
thereto.
ooBusiness 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.
"lnstitutional Investor" means (a) any original purchaser of a Bond of the
Fifty-eighth Series, (b) any holder of a Bond of the Fifty-eighth 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-eighth Series, and (c) any bank, trust
company, savings and loan association or other financial institution, any pension
plan, any investment company, any insurance company, any broker or dealer, or
any other similar financial institution or entity, regardless of legal form.
"Interest Payment Date" means June I and December I in each year,
commencing June l, 2015.
"Maturity" means the date on which the principal of the Bonds of the
Fifty-eighth 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 Dote" means December 1,2044.
(V) Notwithstanding the provisions of Section 106 of the Original
Mortgage, as amended, the Company shall not cause any Bonds of the Fifty-eighth
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
501 458568v6
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.
(VD Anything in this Fifty-seventh Supplemental Indenture or the
Bonds of the Fifty-eighth Series to the contrary notwithstanding, any payment of
principal of or premium, if any, or interest on any Bond of the Fifty-eighth 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.
(V[) The Bonds of the Fifty-eighth 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-seventh Supplemental Indenture, Bonds of
the Fifty-eighth Series in an aggregate principal amount of $60,000,000 are to be issued
and will be Outstanding, in addition to $1,776,700,000 aggregate principal amount of
bonds of prior series Outstanding at the date of delivery of this Fifty-seventh
Supplemental Indenture.
501458568v6
l0
ARTICLE III
Miscellaneous Provisions
SECTION l. The terms defined in the Original Mortgage shall, for all
purposes of this Fifty-seventh 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-seventh 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-seventh 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-seventh Supplemental Indenture.
SECTION 3. Whenever in this Fifty-seventh 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 pa(y, and all the covenants and agreements in this Fifty-seventh
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 ofthe respective successors and assigns of such parties, whether so expressed or
not.
SECTION 4. Nothing in this Fifty-seventh 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-seventh Supplemental Indenture or any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations, promises and
agreements in this Fifty-seventh 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-seventh 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-seventh
Supplemental Indenture shall not be deemed to be any part thereof.
11
501 458568v5
il-i V/IlNtrSS WHEREOF. on the 18th day of Deeemt'er" ?014, AVISTA
CORFORA'flOli ha-s caused its corporate name to be hereunto affrxed, and this instrument to be
signed snd sealed by its llresident or one of its Vice President,s, and its oorporete seal to he
attested b-v its Corporate Secretary or one of its Assista$t Corporntc Secretaries for and in its
behall all in The Citi' of Spokane. lUashington as of the day and ,vear {irst above r "rittenl and on
the 18 day *f Deoernber, ]014. CITiBANK, N.A,, has caused its oorporate narule to be hcreunto
affixnd. and this instrument to be signed and seale.d by its Fresident or one of its Vice Presidents
clr one of its Senior Trust Officers or one of its Trust Officers and its corporate seal to be attested
b1' onr of its Yice Presidents or clne rf its Trust O{ticers, all in The City of Nern York. New
York, as of the day and year first abnve r+'ritten.
AVISTA CORPORA ION
-.""'Ua;W
I= i, sE4r *i ;
l*i.-vo .+ i in"!i::{t:'.,::1}:.L" j
""df,i*l:l?.-"
/.\/\
ny, l&J*:**.*^
Name: Mark T" Thies
Title: Senior Vice President and
Chief Financial Officer
Afiest;
( \l -t \
"rutsa..rr t. i-la rn*atq
Titie: Assistant Corporate Secretary
Executed. sealed and delivered
by AVISTA CORP0RA'Ii0N
in the pres*nce of:
-Y!*"t;,*{' nl.rffi;,**
Name: Richard Stevens
Cfl]IBANK, N.A., AS TRUSTET
#rFr#d,vffi9
By
Executed, sealed antl delivered
by CITIBANK, N.A..
Title: rVice President
as tnrstee, in the
STATII Or WASHINGTON )
) ss":
COLINTY OT SP$K"ENE )
On the lS day of Decernber, ?0I4, before nrr personally appeared hdark
T. Thies, tr: ms khorr,,n to be a Senior Vice llresident and thc Chief Fi*enei*l Ofiicer of
AVI$TA CORS{}RATION, one of the corporations that cxecuted the within and
{o-regoing instrum*nt, and acknowledged said instrument tCI br the free 6trd vCIliuntery act
and deed of said eorporation for the uses and purpCIss$ thcrein mentioned and on oath
stated that hr was authorized tCI execute said in$trurnsnt and that the seal af."fixed is the
ss{porats seal of said Carporatiou.
On the J.S e*y of December, 2014, b,*foro me, a Nntary Public in anEl
for the State a*d CCIunly afiore.said, pemonally cppeared Mark T" Thies, known to me to
bs a Vice Presid*nt of AVISTA CCIR"PORltTI0l[, one r:f the corporation* that executed
the within and f.oregoing iustrum*nt and arknowledgod to m* that *uoh C*rporation
exeouted the same.
Ili WITNESS WHEREOF, I have hcreunto sct my hand and affixed my
offieiai sf,al the day and year fust above writtcn,
*.et$'$tffi","3 r'**' ?-' eI {,Y N#TAftY Hi E
? *1. PtJffiuc iS$t'.e*'*r+$
,\Jrrl\, * ,l I I r " /
{ :"L,i*$.1l:.i I,i i ; i i't ,l
Notary Puhlie
}HBBIE DEUBET
Notary Publie
State of $/ashingtou
Commission Expires May 9, 2017
501458568v&
I4
STATE 0F NEW YORK )
) ss.:
couNTY oF NEW YORK )
On the t 5s day of December, 2014 before me personally appeared 'vVafaa Oriy, ttr
ure knorvn to be a Vice President of CITIBANK, N.A., one of the corporations thst executed the
r,vithin aud foregoing instrunrent, &nd acknorvlsdged said instrument to be the fles and voluntary
act and deed of said Corporation for the uses and purposes therein mentioned and on oath stated
that she was authorized to execute said in.stmment and that the seal af{ixed is the corporatc scal
ol'said Corporation.
On the 15tr'day of December, 2014, bsfore m$, a Notary Public in and lbr the
State anrJ County aforesaid, personally appeared Wafha Orfy, known to me to be a Vice
Presidsnt of CITIBANK, N"A,, one of the eorporntions that executed the within and foregoing
instrument and *cknowledged to me that such Corporation executed the same"
IN WITNESS WHHREOI, I have
seal the day and year first above written,
Commission Expires
hand antl affi.red my official
Notary Publi{:
State of Ne*'York
EXHIBIT A
MORTGAGE, SUPPLEMENTAL INDENTURES
AND SERIES OF BONDS
MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDINGNO.DESIGNATION
Original June I, 1939 3-ll2o/o Series due 1964 $22,000,000 None
First October t.1952 2 3-ll2o Series due 1982
(changed to 3-314/o in
Twelfth Supplemental
Indenture)
30,000,000 None
Second May l, 1953 3 3-718% Series due 1983 10,000,000 None
Third December l, 1955 None
Fourth March 15. 1957 None
Fifth July I, 1957 4 4-718o/o Series due 1987 30,000,000 None
Sixth January l, 1958 5 4-ll8o/o Series due 1988 20,000,000 None
Seventh August 1, 1958 6 4-318% Series due 1988 15,000,000 None
Eighth January 1,1959 7 4-314o/o Series due 1989 l 5,000,000 None
Ninth January l, 1960 8 5-318% Series due 1990 I 0,000,000 None
Tenth April l, 1964 9 4-Sl8% Series due 1994 30,000,000 None
Eleventh March I .1965 l0 4-5l8Yo Series due 1995 I 0,000,000 None
Twelfth May l, 1966 None
Thirteenth August I,1966 lt 6 o/o Series due 1996 20,000,000 None
Fourteenth April I, 1970 t2 9-ll4%o Series due 2000 20,000,000 None
Fifteenth May 1,1973 t3 7-718% Series due 2003 20,000,000 None
Sixteenth February l, 1975 l4 9-318o/o Series due 2005 25,000,000 None
Seventeenth November 1- 1976 l5 8-3l4%o Series due 2006 30,000,000 None
Eighteenth June I, 1980 None
Nineteenth January l, l98l t6 l4-l18% Series due l99l 40.000.000 None
501 458568v6
A-1
MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDINGNO.DESIGNATION
Twentieth August l. 1982 t7 l5-314o/o Series due 1990-
1992
60,000,000 None
Twenty-First September l, 1983 l8 l3-l/2% Series due 2013 60,000,000 None
Twenty-Second March l. 1984 t9 l3-l/4o/" Series due 1994 60,000,000 None
Twenty-Third December l. 1986 20 9-ll4o/o Series due 2016 80,000,000 None
Twenty-Fourth January l, 1988 21 l0-3/8Yo Series due 2018 50,000,000 None
Twenty-Fifth October l. 1989 22
23
7-ll8oA Series due 2013
7-215Y, Series due 2016
66,700,000
I 7,000,000
None
None
Twenty-Sixth April l, 1993 24 Secured Medium-Term
Notes, Series A
($250,000,000 authorized)
250,000,000 36,000,000
Twenty-Seventh January l, 1994 25 Secured Medium-Term
Notes, Series B
($250,000,000 authorized)
l6 r,000,000 None
Twenty-Eighth September l, 2001 26 Collateral Series due 2002 220,000,000 None
Twenty-Ninth December 1,2001 27 7.757o Series due 2007 I 50,000,000 None
Thirtieth May 1,2002 28 Collateral Series due 2003 225,000,000 None
Thirty-first May l, 2003 29 Collateral Series due 2004 245,000,000 None
Thirty-second September 1,2003 30 6.l25oh Series due 2013 45,000,000 None
Thirty-third May l,2004 3l Collateral Series due 2005 350,000,000 None
Thirty-fourth November 1,2004 32 5.457o Series due 2019 90,000,000 90,000,000
Thirty-fifth December l, 2004 33 Collateral Series 20044 88,850,000 25,000,000
Thirty-sixth December 1,2004 34
35
Collateral Series 20048
Collateral Series 2004C
66,700,000
17,000,000
None
None
Thirly-seventh December 1,2004 36 Collateral Series 2004D 350,000,000 None
Thirty-eighth May l, 2005 37
38
Collateral Series 2005B
Collateral Series 2005C
66,700,000
I 7,000,000
None
None
Thirty-ninth November l. 2005 39 6.25%o Series due 2035 100,000,000 I 00,000,000
501 458568v6
A-2
MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDINGNO.DESIGNATION
50,000,000 50,000,000
Fortieth April l,2006 40 Collateral Series due 20 I I 320,000,000 None
Forty-first December 1,2006 4t 5.70% Series due2037 l 50,000,000 None
Forty-second April l, 2008 42 5.95% Series due 201 8 250,000,000 250,000,000
Forty-third November l,2008 43 Collateral Series 20084 200.000,000 None
Forty-fourth December l, 2008 44 7,25% Series due 2013 30,000,000 None
Forty-fifth December l,2008 45 Collateral Series 2008B l 7,000,000 None
Forty-sixth September 1,2009 46 5.l25Yo Series due 2022 250,000,000 250,000,000
Forty-seventh November l, 2009 47 Collateral Series 2009A 75,000,000 None
Forty-eighth December 1,2010 48
49
Collateral Series 201 0A
Collateral Series 201 0B
66,700,000
17,000,000
66,700,000
17.000,000
Forty-ninth December l, 2010 50
5l
3.897o Series due 2020
5.557o Series due 2040
52,000,000
35,000,000
52,000,000
35,000,000
Fiftieth December l, 2010 52 I .68%o Series due 20 I 3 50,000,000 None
Fifty-first February l, 201 I 53 Collateral Series 201 lA 400,000,000 None
Fifty-second August 1,201 I None
Fifty+hird December l, 201I 54 4.45% Series due 2041 85,000,000 85,000,000
Fifty-fourth November l, 2012 55 4.23% Series due2047 80,000,000 80,000,000
Fifty-fifth August 1,2013 56 Collateral Series 201 34,90,000,000 90,000,000
Fifty-sixth April l, 2014 57 Collateral Series 2014A 400,000,000 400,000,000
TOTAL OUTSTANDING $l-776J00-000
501458568v6
A-3
EXHIBIT B
F'ILING AND RECORDING OF
FIFTY.SIXTH SUPPLEMENTAL INDENTURE
FILING IN STATE OFFICES
State Office of Date
Financing Statement
Document Number
Washinoton Secretarv of State 614114 2014-156-9944-9
ldaho Secretarv of State 6t2t14 B 2014-1140828-0
Montana Secretary of State 6t3t14 140603409373
Oreqon Secretary of State 6t4t14 901 38460
RECORDING IN COUNTY OFFICES
Countv Office of
Reat Estate Mortoaqe Records Financing
Statement
Date
Document
Number Book Paqe
Document
Number
Washinoton
Adams Auditor 5t5114 307048 N/A N/A N/A
Asotin Auditor 515114 340484 N/A N/A N/A
Benton Auditor 515114 2014-010426 N/A N/A N/A
Douqlas Auditor 5t5t14 3177909 N/A N/A N/A
Ferry Auditor 515114 0283355 N/A N/A N/A
Franklin Auditor 5t5t14 1 81 4300 N/A N/A N/A
Garfield Auditor 5t5t14 20140168 N/A N/A N/A
Grant Auditor 5t5t14 1 33260 N/A N/A N/A
Klickitat Auditor 515114 1 1 07993 N/A N/A N/A
Lewis Auditor 515114 3414208 N/A N/A N/A
Lincoln Auditor 515114 2014 0466887 110 1610 N/A
Pend
Oreille Auditor 515114 20140318371 N/A N/A N/A
Skamania Auditor 5t5t14 2014000699 N/A N/A N/A
Spokane Auditor 5t5114 6302485 N/A N/A N/A
Stevens Auditor 515114 2014 0002739 N/A N/A N/A
Thurston Auditor 5t20t14 4392273 N/A N/A N/A
Whitman Auditor 5t5t15 723780 N/A N/A N/A
ldaho
Benewah Recorder 515t14 268472 N/A N/A N/A
Bonner Recorder 5t5t14 858998 N/A N/A N/A
Boundarv Recorder 515t14 260676 N/A N/A N/A
Clearwater Recorder 5t5t14 224318 N/A N/A N/A
ldaho Recorder 5t5t14 494509 N/A N/A N/A
Kootenai Recorder 515114 2454914000 N/A N/A N/A
Latah Recorder 5t5t14 565351 N/A N/A N/A
501458568v6
B-1
RECORDING IN COUNry OFFICES
Countv Office of
Real Estate Mortoaqe Records Financing
Statement
Date
Document
Number Book Paqe
Document
Number
ldaho Gont.)
Lewis Recorder 5t5t14 142361 N/A N/A N/A
Nez Perce Recorder 515114 821423 N/A N/A N/A
Shoshone Recorder 5t5t14 477168 N/A N/A N/A
Montana
Biq Horn Clerk & Recorder 5t6t14 348686 '130 554-583 N/A
Broadwater Clerk & Recorder 5t6t14 171115 156 188 N/A
Golden
Vallev Clerk & Recorder 5t5t14 81805 M 17144 N/A
Meaqher Clerk & Recorder 5t6t14 141239 N/A N/A N/A
Mineral Clerk & Recorder 515114 112162 N/A N/A N/A
Rosebud Clerk & Recorder 5t6t14 113122 143MG 1-30 N/A
Sanders Clerk & Recorder 515114 296858 N/A N/A N/A
Stillwater Clerk & Recorder 5t5t14 358594 N/A N/A N/A
Treasure Clerk & Recorder 5t5t14 82492 21 162 N/A
Wheatland Clerk & Recorder 5t5t14 1 081 80 M 25288-25317 N/A
Yellowstone Clerk & Recorder 9t24t14 3718829 N/A N/A N/A
Oreqon
Douqlas Recorder 515114 2014-006402 N/A N/A N/A
Jackson Recorder 5t21t14 2014-012388 N/A N/A N/A
Joseohine Recorder 5t19t14 2014-004995 N/A N/A N/A
Klamath Recorder 5t7t14 2014-004605 N/A N/A N/A
Morrow Recorder 7t8t14 2014-34487 N/A N/A N/A
Union Recorder 5t16114 20141246 N/A N/A N/A
Wallowa Recorder 5t6t14 00071 1 07 N/A N/A N/A
B-2
EXHIBIT C
PROPERTY ADDITIONS
First
THE ADDITIONAL EIncTRIc SusSrarloNs AND SunsrarION SITBS OF THE
Coltp,LNy, 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:
(l) Spokane County, Washington: "lrvin Substation"; Property No. WA-32.082;
Grantor: Hanson Industries, Inc; A parcel of land located within a portion of
Section 3, Township 25 North, Range 44East.
(2) Spokane County, Washington: "Opportunity Substation"; Property No. WA-
32-049; Grantor; Modern Electric; A tract of land being in the Northwest
Quarter of Section 15, Township 25 North, Range 44 East, Spokane County,
Washington.
(3) Lincoln County, Washington: "Harrington Substation"; Property No. WA-22-
038; Grantor: City of Harrington; A portion of Section 22, Township 23
North, Range 36 East, Situate in Lincoln County, Washington.
Second
Aoorrrox,rl, PROTECTIoN, MntcartoN AND ExHaxcrMENT pRopERTY of
the Company, in the State of Idaho, 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 State of Idaho to wit:
(4) Bonner County, Idaho: "Granite Creek Mitigation Property"; Property No. ID-
7B-251; Grantor: Barbara Merryman; Lot l, Block 14, Unit 2, GRANITE
CREEK PROPERTIES, according to the plat recorded in Book 2, Page 84,
Bonner County, Idaho.
(5) Bonner County, Idaho: "Trestle Creek Mitigation Property"; Property No. ID-
7B-251.1; Grantor: Tom Dilatush and Debi S. Dilatush; A Tract of land lying
c-l
501458568v6
in the S1/2 of Section I l, Township 57 North, Range 1 East, Bonner County,
Idaho.
Third
BUSINESS oFFICE/s AIYD, oR REAL ESTATE, in the State of Washington, to wit:
(6) Spokane County, Washington: "Ross Park Expansion"; Property No. WA-32-
004; Grantor: Michael Jay Allen Revocable Living Trust; Lot 11, Hole's
Subdivision of Block l3,Ross Park, According to plat recorded in Volume
"D" of plats, Page 78, Situate in the City of Spokane, County of Spokane,
State of Washington.
(7) Spokane County, Washington: "Ross Park Expansion"; Property No. WA-32-
004; Grantor: Michael J. Allen, custodian for Justin A. Allen, and the Michael
Jay Allen Revocable Living Trust; Lot 5 and the Easterly 12 feet of Lot 6,
Block 13, Hole's Subdivision of Block 13, Ross Park, According to plat
recorded in Volume o'B" of plats, Page 78, Spokane County, Washington.
(8) Spokane County, Washington: "Ross Park Expansion"; Property No. WA-32-
004; Grantor: Michael J. Allen; Lot 9, Hole's Subdivision of Block 13, Ross
Park, According to plat recorded in Volume "D" of plats, Page 78, Spokane
County, Washington.
(9) Spokane County, Washington: "Ross Park Expansion"; Property No. WA-32-
004; Grantor: Timothy M. Taggart; Lot 2, Hole's Subdivision of Block 13,
Ross Park, as per plat recorded in Volume "D" of Plats, Page 78, Spokane
County, Washington.
50 1458568v6
c-2
(Form of Bond)
AVISTA CORPORATION
First Mortgage Bond, 4.ll% Series due2044
EXHIBIT D
PPN:053798 C*6
REGISTERED
NO.
REGISTERED
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 December 1,2044
DOLLARS
and to pay the registered owner hereof interest thereon semi-annually in arrears on June I
and December 1 in each year (each such date being hereinafter called an "Interest
Payment Date"), commencing June 1, 2015, and at Maturity (as hereinafter defined), at
the rate of four and eleven one hundredths percentum (4.1I%) 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 18, 2014 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.
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
D-1
501458568v6
Authorized Signatory
The principal of and premium, if any, and interest on this bond payable at
Maturity shall be payable upon presentation hereof at the offrce or agency of the
Company in the Borough of Manhattan, The City of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for public and
private debts. The interest on this bond (other than interest payable at 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 (a)
the original purchaser hereof under the Bond Purchase Agreement (as defined in the
Fifty-seventh Supplemental Indenture referred to below) or (b) any other Institutional
Investor (as defined in such Supplemental Indenture) that (i) is the direct or indirect
transferee of this bond from such original purchaser and (ii) has made the same
agreement relating to this bond as such original purchaser made in Section 8.2 of the
Bond Purchase Agreement, 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.
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, 4.11% Series due 2044, 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-seventh Supplemental Indenture, dated as of December 1 ,2014 (the
"Fifty-seventh Supplemental Indenture"), md, 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
50 1458568v6
D-2
provisions or restrictions in the Mortgage regarding the transfer or exchange of such
beneficial interests and any legend set forth on this bond.
The Mortgage may be modified or altered by affirmative vote of the
holders of at least 600/o 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, furthernore, for limited pu{poses,
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 ofthe 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
50 I 458568v6
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.
Prior to June I ,2044, 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 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-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 (a) or (b) above, whichever is applicable, accrued interest on
such Bonds to the date of redemption.
On or after June 1,2044, 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 aforesaid, at a redemption price equal to l00oh of the principal amount of the
Bonds being redeemedplus 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
earlier of (a) the date notice of redemption is mailed to holders of bonds of this series and
(b) the date irrevocable arrangements with the Trustee for the mailing of such notice shall
have been made, as the case may be, (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 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.
D-4
50 1458568v6
"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.
"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 any 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, offrcer 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
50 I 458568v6
ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
[please insert social security or other identifuing number of assignee]
[please print or typewrite name and address of assignee]
the within bond of AVISTA CORPORATION and does hereby irrevocably constitute
and appoint Attomey, to transfer said bond on
the books of the within-mentioned Company, with 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.
501458568v6
D-6