20161228Annual Report of Securities Transaction.pdf

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December 23, 2016
Jean D. Jewell
Idaho Public Utilities Commission
472 W. Washington Street
Boise, ID 83702
CaseNo.AVU-U-11-01 &AVU-U-15-01
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I l; V ! . · .. , •• '·1 IO: 38
We are submitting the following infonnation in compliance with tl1e Commission ·s Order No. 32338 under
Case No. A VU-U-11 ·0 I and Order No. 3340 I under Case No. A VU-U-15-0 I for the sale of securities not
to exceed $750,000,000. An informational notice regarding this issuance was pre iously provided to staff
of the Commission.
On December 15, 2016, Avista Corp. issued $175.0 million of 3.54 percent First Mortgage Bonds due in
2051 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 Moitgage 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 seven interest rate swap contracts and paid a total of $53.9 million, which will be
amortized as a component of interest expense over the life of the debt.
The bo11ds 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 from the sale of the new bonds were used to repay a portion of the bonowings
outstanding under the Company·s $400.0 million committed line of credit and for general corporate
purposes.
Table I.
Item
Gtoss Proceeds
Arrangement Fees
Proceeds Payable to Applicant
Interest Rate Swaps
Other Jssuancetrechnical Services
Expenses
Dollar Amount Percent of Total
$175,000,000 100.0%
(770.000) (0.4) -------------· ----174,230,000 99.6
(53.867.043) (30.8)
(331,213) (0.2)
Page 1 of2
Net. Proceeds1 120,031,744 68.6%,
Attached are the term sheet for this issuance and the 591h supplemental indenture that was
executed in connection to this issuance.
Please contact Jason Lang at [phone] if you have any questions.
Patrice K. Gorton
Director of Finance and Assistant Treasurer
1 The Company is expecting additional fees primarily related to filing fees and potentially additional legal expenses
currently unbilled, which may reduce the Company's net proceeds.
Page 2 of 2
August 4, 2016
Dear Investor,
AVISTA CORPORATION
$175,000,000 First Mortgage Bonds due 2051
Traditional Private Placement
On behalf of Avista Corporation (the "Company"), KeyBanc Capital Markets Inc. ("KeyBanc") and
MUFG Securities Americas Inc. ("MUFG") are pleased to confirm the following circles of the Company's $175
million of First Mortgage Bonds due 2051.
Market Traditional Private Placement
Structure First Mortgage Bonds
Size $175,000,000
Maturity December I, 2051
Treasury 2.500% due 2/15/2046
Treasury Yield (ll 2.24%
Credit Spread + l 30 bps
~-T-in_a_J -~:ou:p:o~n~~-:_~-... _-. --· ~-~ _-· =·==========-.~.=.-_--.. -3-_.-5_4~0-Y._o~~~~~~~~~-.--.. ----=~---==3
Price Par
Optional Prepayment Make whole at T+50 bps anytrne prior to 6/J/2051; Callable at par thereafter
lra;~;s;-D-;;---· ------· ------· -TBD(t;;g-;ed e~:fA ;l;;)-•... --·· -----
: Funding Date December I 5, 201 6
t!.!:terest Payment pates . _ ·-_ _ _ __ .. June 1. and_Dccember l, be~}nnin~_June 1,,2017 _ ._. ·-_
(I) Sourced from PX/ on Bloomberg: screenshot shown on page 2
-
KeyBanc
Capital Markets
<>,r,
(•)MUFG
Transaction Details
Investor Counsel: Choate Hall & Stewart LLP
James A. McDaniel (6 J 7-248-5280 I [e-mail])
Andrew Hickey (617-248-5267 I [e-mail])
Paper Closer: Investor Due Diligence: August 8th, 2016 12:00pm ET / J J :OOam CT (subject to change)
Please contact one of the Key Banc or MUFG representatives listed below if you have any additional questions or
due diligence requests prior to closing. Thanks again for participating in this offering.
Regards,
KeyBanc Capital Markets Inc.
Eamon McDermott
[phone]
Stephanie Acheson
[phone]
MUFG Securities Americas Inc.
Frederick Echeverria
[phone]
KeyBanc
Capital Markets
¢-Is:
Peter Brooks
(2 12)405-7123
Erica Elsasser
[phone]
Brian Clionsky
[phone]
2
Alex Giordano
[phone]
(e)MUFG
AVISTA CORPORATION
TO
CITIBANK, N.A.
As Successor Trustee under
Mortgage and Deed of Trust,
dated as of June 1, 1939
Fifty-ninth Supplemental Indenture
Providing among other things for a series of bonds designated
"First Mortgage Bonds, 3.54% Series due 2051"
Due December 1, 2051
Dated as of December I, 2016
4837-6452-3571.vl 1
FIFTY-NINTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the I st day of December, 2016, 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, 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, 14th Floor, New York, New
York I 0013 (the "Trustee"), as Trustee under the Mortgage and Deed of Trust, dated as
of June I, 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-ninth 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 I 03 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 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 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-eighth Supplemental
Indentures and, if the context shall so require, as to be supplemented by this Fifty-ninth
Supplemental Indenture, being herein sometimes called the "Mortgage"); and
WHEREAS the Original Mortgage and the First through Fifty-seventh
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-eighth Supplemental Indentures and the Instrument of Further Assurance,
dated December 15, 200 I, hereinafter referred to; and
WHEREAS the Fifty-eighth Supplemental Indenture, dated as of
December I, 2015, 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
4837-6452-3571.vl I
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
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, 200 I, 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 indentu~es 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 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 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 execution and delivery by the Company of this Fifty-ninth
Supplemental Indenture and the terms of the Bonds of the Sixtieth 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-ninth 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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4837-6452-3571.vl I
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 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 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, 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-ninth 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.
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
3
4837-6452-3571.v 11
e
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.
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: (I) cash, shares of stock and obligations (including bonds, notes and other
securities) not hereafter specifically pledged, paid, deposited or delivered under the
Mortgage or covenanted so to be; (2) merchandise, equipment, 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 HA VE 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
4
4837-6452-3571.vl 1
set forth in the Mortgage, this Fifty-ninth 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
Sixtieth Series of Bonds
SECTION 1. (I) There shall be a series of bonds designated "First
Mortgage Bonds, 3.54% Series due 2051 " (herein sometimes referred to as the "Bonds of
the Sixtieth 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 Sixtieth
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 IO of the Original Mortgage provided.
(II) The Bonds of the Sixtieth Series shall have the following terms
and characteristics:
(a) the Bonds of the Sixtieth Series shall be limited in
aggregate principal amount to $175,000,000 ( 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);
(b) the principal of Bonds of the Sixtieth Series shall (unless
theretofore paid) be payable on the Stated Maturity Date (as hereinafter defined);
(c) the Bonds of the Sixtieth Series shall bear interest at the
rate of three and fifty-four one hundredths percentum (3.54%) per annum; interest
on such Bonds shall accrue from and including December 15, 2016, 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;
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4837-6452-3571.vl I
(d) the principal of and premium, if any, and interest on each
Bond of the Sixtieth 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 Sixtieth
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 Sixtieth 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 Sixtieth Series shall be payable in the manner specified in the Bond
Purchase Agreement.
(e) (i) Prior to the Par Call Date (as hereinafter defined),
the Bonds of the Sixtieth 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 (8) above, whichever is applicable, accrued
interest on such Bonds to the date of redemption.
(ii) On or after the Par Call Date, the Bonds of the
Sixtieth 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
principal amount of the Bonds being redeemed plus accrued interest on such
Bonds to the date of redemption.
(t) (i) "Par Call Date" means June I, 2051 .
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4837-6452-3571.vl I
(ii) "Treasury Yield" means, with respect to any
redemption of Bonds of the Sixtieth 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 Sixtieth 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").
(iii) "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 Sixtieth 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.
(iv) "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.
(v) "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.
(vi) "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.
(vii) "Independent Investment Banker" means any
independent investment banking institution of national standing appointed by the
Company and reasonably acceptable to the Trustee.
(viii) "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).
(ix) "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 Sixtieth
Series are to be redeemed, the principal amount to be redeemed shall be prorated
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4837-6452-3571.v 11
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 .
(h) Except as provided in this subsection (II) of Section I, the
Bonds of the Sixtieth Series shall not be redeemable prior to the Stated Maturity
Date.
(III) (a) At the option of the registered owner, any Bonds of the
Sixtieth Series, upon surrender thereof for cancellation at the office or agency of the
Company in the Borough of Manhattan, The City ofNew York, shall be exchangeable for
a like aggregate principal amount of Bonds of the same series of other authorized
denominations.
The Bonds of the Sixtieth 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 Sixtieth 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 Sixtieth Series; provided, however, that the Company shall not
be required to make any transfer or exchange of any Bonds of the Sixtieth Series for a
period of IO days next preceding any Interest Payment Date or any selection of such
Bonds for redemption, nor shall it be required to make any transfer or exchange of any
Bonds of the Sixtieth 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 Sixtieth 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-ninth 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 Sixtieth Series, shall have the
meanings specified below:
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4837-6452-3571.vl I
"Bond Purchase Agreement" means the Bond Purchase Agreement, dated
August 23 , 2016, 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
Sixtieth Series, (b) any holder of a Bond of the Sixtieth Series holding (together
with one or more of its affiliates) more than $1 ,000,000 in aggregate principal
amount of the Bonds of the Sixtieth 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 in each year,
commencing June 1, 2017.
"Maturity" means the date on which the principal of the Bonds of the
Sixtieth 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 December 1, 2051 .
(V) Notwithstanding the provisions of Section I 06 of the Original
Mortgage, as amended, the Company shall not cause any Bonds of the Sixtieth 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 I 06 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 I 06), 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 I 06; 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
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4837-6452-3571.v 11
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 th~ same amounts, at the
same times and in the same manner as if such satisfaction and discharge had not
been effected.
(VI) Anything in this Fifty-ninth Supplemental Indenture or the Bonds
of the Sixtieth Series to the contrary notwithstanding, any payment of principal of or
premium, if any, or interest on any Bond of the Sixtieth 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.
(VII) The Bonds of the Sixtieth 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-ninth Supplemental Indenture, Bonds of
the Sixtieth Series in an aggregate principal amount of $175,000,000 are to be issued
and will be Outstanding, in addition to $1 ,846,700,000 aggregate principal amount of
bonds of prior series Outstanding at the date of delivery of this Fifty-ninth Supplemental
Indenture.
ARTICLE III
Prospective Amendments of Original Mortgage
SECTION I. Each initial and subsequent holder of Bonds of the Sixtieth
Series, by virtue of its acquisition of an interest therein, shall be deemed, without further
act, to have consented to the amendments of the Original Mortgage, as heretofore
10
4837-6452-3571.v 11
e -
amended, contemplated in Article III of the Fifty-eighth Supplemental Indenture, dated as
of December 1, 2015, and set forth in Exhibits E(l), E(2) and E(3) thereto.
ARTICLE IV
Miscellaneous Provisions
SECTION I. The terms defined in the Original Mortgage shall, for all
purposes of this Fifty-ninth 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-ninth 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-ninth 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-ninth Supplemental Indenture.
SECTION 3. Whenever in this Fifty-ninth 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-ninth
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-ninth 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-ninth Supplemental Indenture or any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations, promises and
agreements in this Fifty-ninth 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-ninth 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.
11
4837-6452-3571 .v 11
SECTION 6. The titles of the several Articles of this Fifty-ninth
Supplemental Indenture shall not be deemed to be any part thereof.
12
4837-6452-3571.v 11
IN WITN ESS WHEREOF. on the~ day of December. 2016. AVISTA
CORPORATION has caused its corporate name to be hereunto aflixed. 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~ day of December, 2016, CITIBANK, N.A.,
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 Ofticers, all in The City of New York, New York, as of the day and
year first above written.
Name: Susan Y. Fleming
Title: Assistant Corporate Secretary
Executed. sealed and delivered
by AVISTA CORPORATION
in the presence of:
Name: Patrice K. Gorton
Name: Jason l.,a-ng
A VISTA CORPORATION
By: /lQ,
Name: Mark T. Th~
Title: Senior Vice President and
Chief Financial Officer
[Signature Page lo Supplemental Indenture]
Attest:
Name:
Title: Vice President
Executed, sealed and delivered
by CITIBANK, N.A.,
as trustee, in the presence of:
N~
AS TRUSTEE
[Signature Page to Supplemental Indenture]
STATE OF WASHINGTON)
) ss.:
COUNTY OF SPOKANE )
On the .~ day of December. 2016, before me personally appeared Mark
T. Thies. to me known to be a Senior Vice President and the Chief Financial Officer of
A VlST A CORPORA Tl ON, 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 ~ day of December. 2016, before me, a Notary Public in and
for the State and County aforesaid, personally appeared Mark T. Thies. known to me to
be a Senior Vice President and the Chief Financial Officer of A VISTA CORPORATION,
one of the corporations that executed the within and foregoing instrument and
acknowledged to me that such Corporation executed the same.
(N WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.
\ ' ,;it I,.)~ L. ...J-t Ll ~,H-l
Notary Public
DEBBIE DEUBEL
Notary Public
State of Washington
Commission Expires May 9. 2017
STA TE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 15th day of December, 2016 before me personally appeared
Danny Lee, 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 15th day of December, 2016, before me, a Notary Public in and
for the State and County aforesaid, personally appeared Danny Lee, known to me to be a
Vice President of CITIBANK, N.A., one of the corporations that executed the within and
foregoing instrument and acknowledged to me that such Corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set
official seal the day and year first above written.
NOREEN SANTOS
Notary Public, State of New York
Registration# 01SA6228750
Qualified in Nassau County
Certificate filed in New York County
Commission Expires September 27, 2018
MORTGAGE OR
SUPPLEMENTAL
INDENTURE
Original
First
Second
Third
Fourth
Fifth
Sixth
Seventh
Eighth
Ninth
Tenth
Eleventh
Twelfth
Thirteenth
Fourteenth
Fifteenth
Sixteenth
Seventeenth
Eighteenth
Nineteenth
Twentieth
MORTGAGE, SUPPLEMENTAL INDENTURES
AND SERIES OF BONDS
SERIES PRINCIPAL
AMOUNT
DATED AS OF NO. DESIGNATION ISSUED
June I, 1939 I 3-1 /2% Series due 1964 $22,000,000
October I, 1952 2 3-1 /2% Series due 1982 30,000,000
(changed to 3-3/4% in
Twelfth Supplemental
Indenture)
May I, 1953 3 3-7 /8% Series due 1983 10,000,000
December I, 1955 None
March 15, 1957 None
July I, 1957 4 4-7 /8% Series due 1987 30,000,000
January I, 1958 5 4-1 /8% Series due 1988 20,000,000
August I, 1958 6 4-3/8% Series due 1988 15,000,000
January I, 1959 7 4-3/4% Series due 1989 15,000,000
January I, 1960 8 5-3/8% Series due 1990 10,000,000
April I, 1964 9 4-5/8% Series due 1994 30,000,000
March I , 1965 10 4-5/8% Series due 1995 10,000,000
May I, 1966 None
August I, 1966 II 6 % Series due 1996 20,000,000
April I, 1970 12 9-1 /4% Series due 2000 20,000,000
May I, 1973 13 7-7/8% Series due 2003 20,000,000
February I, 1975 14 9-3/8% Series due 2005 25,000,000
November I, 1976 15 8-3/4% Series due 2006 30,000,000
June I, 1980 None
January I, 1981 16 14-1 /8% Series due 1991 40,000,000
August I, 1982 17 15-3/4% Series due 1990-60,000,000
A-I
EXHIBIT A
PRINCIPAL
AMOUNT
OUTSTANDING
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
4837-6452-3571.v 11
MORTGAGE OR SERIES PRINCIPAL PRINCIPAL
SUPPLEMENT AL AMOUNT AMOUNT
INDENTURE DATED AS OF NO. DESIGNATION ISSUE D OUTSTANDING
1992
Twenty-First September I, 1983 18 13-1 /2% Series due 2013 60,000,000 None
Twenty-Second March I, 1984 19 13-1 /4% 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 I, 1988 21 I 0-3/8% Series due 2018 50,000,000 None
Twenty-Fifth October I, 1989 22 7-1 /8% Series due 2013 66,700,000 None
23 7-2/5% Series due 2016 17,000,000 None
Twenty-Sixth April I, 1993 24 Secured Medium-Term 250,000,000 36,000,000 Notes, Series A
($250,000,000 authorized)
Twenty-Seventh January I, 1994 25 Secured Medium-Term 161 ,000,000 None
Notes, Series 8
($250,000,000 authorized)
Twenty-Eighth September I, 200 I 26 Collateral Series due 2002 220,000,000 None
Twenty-Ninth December I, 200 I 27 7.75% Series due 2007 150,000,000 None
Thirtieth May I, 2002 28 Collateral Series due 2003 225,000,000 None
Thirty-first May I, 2003 29 Collateral Series due 2004 245,000,000 None
Thirty-second September I, 2003 30 6.125% Series due 2013 45,000,000 None
Thirty-third May I, 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 I, 2004 34 Collateral Series 20048 66,700,000 None
35 Collateral Series 2004C 17,000,000 None
Thirty-seventh December I, 2004 36 Collateral Series 2004D 350,000,000 None
Thirty-eighth May I, 2005 37 Collateral Series 20058 66,700,000 None
38 Collateral Series 2005C 17,000,000 None
Thirty-ninth November I, 2005 39 6.25% Series due 2035 I 00,000,000 I 00,000,000
50,000,000 50,000,000
A-2
4837-6452-3571 .v 11
e
MORTGAGE OR SERIES PRINCIPAL PRINCIPAL
SUPPLEMENT AL AMOUNT AM OUNT
INDENTURE DATED AS OF NO. DESIGNATION ISSUED OUTSTANDING
Fortieth April I, 2006 40 Collateral Series due 20 11 320,000,000 None
Forty-first December I, 2006 41 5.70% Series due 2037 150,000,000 150,000,000
Forty-second April I, 2008 42 5.95% Series due 20 18 250,000,000 250,000,000
Forty-third November I, 2008 43 Collateral Series 2008A 200,000,000 None
Forty-fourth December I, 2008 44 7 .25% Series due 20 13 30,000,000 None
Forty-fifth December I, 2008 45 Collateral Series 20088 17,000,000 None
Forty-sixth September I, 2009 46 5.125% Series due 2022 250,000,000 250,000,000
Forty-seventh November I, 2009 47 Collateral Series 2009A 75,000,000 None
Forty-eighth December I, 20 10 48 Collateral Series 20 I OA 66,700,000 66,700,000
49 Collateral Series 20 I OB 17,000,000 17,000,000
Forty-ninth December I, 2010 50 3.89% Series due 2020 52,000,000 52,000,000
51 5.55% Series due 2040 35,000,000 35,000,000
Fiftieth December I, 20 I 0 52 1.68% Series due 20 13 50,000,000 None
Fifty-first February I, 20 11 53 Collateral Series 201 IA 400,000,000 None
Fifty-second August I, 2011 None
Fifty-third December I, 20 11 54 4.45% Series due 204 1 85,000,000 85,000,000
Fifty-fourth November I, 2012 55 4.23% Series due 2047 80,000,000 80,000,000
Fifty-fifth August I, 2013 56 Collateral Series 2013A 90,000,000 None
Fifty-sixth April I, 2014 57 Collateral Series 2014A 400,000,000 400,000,000
Fi fly-seventh December I, 2014 58 4. I I% Series due 2044 $60,000,000 $60,000,000
Fifty-eighth December I, 20 15 59 4.37% Series due 2045 $100,000,000 $100,000,000
TOTAL OUTSTANDING $ I 846 7QQ QQQ
A -3
4837-6452-3571.v 11
State
Washington
Idaho
Montana
Oregon
-
Countv
Washinaton
Adams
Asotin
Benton
Douglas
Ferry
Franklin
Garfield
Grant
Klickitat
Lewis
Lincoln
Pend Oreille
Skamania
Spokane
Stevens
Thurston
Whitman
Idaho
Benewah
Bonner
Boundary
Clearwater
Idaho
Kootenai
Latah
EXHIBIT B
FILING AND RECORDING OF
FIFTY-EIGHTH SUPPLEMENTAL INDENTURE
FILING IN STATE OFFICES
Financing Statement
Office of Date Document Number
Secretary of State 4/7/16 2016-098-1444-3
Secretary of State 3/25/16 B 2016-1172176-4
Secretary of State 3/28/16 1603281190443
Secretary of State 3/29/2016 90773678
RECORDING IN COUNTY OFFICES
--Real Estate Mortgage Records
Document
Office of Date Number Book Paae
Auditor 3/10/16 312574 N/A N/A
Auditor 3/10/16 348699 N/A N/A
Auditor 3/21/16 2016-007 447 N/A N/A
Auditor 3/10/16 3193039 N/A NIA
Auditor 3/10/16 0286360 N/A NIA
Auditor 3/11/16 1842360 NIA N/A
Auditor 3/10/16 20160097 N/A N/A
Auditor 3/10/16 1359943 N/A N/A
Auditor 3/11/16 1117404 N/A N/A
Auditor 3/10/16 3444642 N/A N/A
Auditor 3/10/16 2016 0471909 110 1610
Auditor 3/10/16 20160324323 N/A N/A
Auditor 3/14/16 2016000457 N/A N/A
Aud itor 3/10/16 6479693 N/A N/A
Auditor 3/21/16 2016 0001702 N/A N/A
Auditor 3/25/16 4493021 NIA N/A
Auditor 3/10/16 734258 N/A NIA
Recorder 3/10/16 273605 N/A N/A
Recorder 3/10/16 886383 N/A N/A
Recorder 3/10/16 266542 N/A N/A
Recorder 3/10/16 228277 N/A N/A
Recorder 3/10/16 503419 N/A N/A
Recorder 3/9/16 2536369000 N/A N/A
Recorder 3/10/16 577515 NIA N/A
B-1
4837-6452-3571.v 11
RECORDING IN COUNTY OFFICES
Real Estate Mortgage Records
Document
Countv Office of Date Number Book Paae
Idaho
(cont.I --
Lewis Recorder 3/10/16 144287 N/A NIA
Nez Perce Recorder 3/10/16 837924 N/A N/A
Shoshone Recorder 3/10/16 484265 N/A NIA
Montana
BiQ Horn Clerk & Recorder 3/10/16 144287 N/A N/A
Broadwater Clerk & Recorder 3/10/16 837924 N/A NIA
Golden 3/10/16 484265 N/A NIA
Valley Clerk & Recorder
Meaqher Clerk & Recorder 3/10/16 144287 N/A N/A
Mineral Clerk & Recorder 3/10/16 837924 N/A N/A
Rosebud Clerk & Recorder 3/10/16 484265 N/A N/A
Sanders Clerk & Recorder 3/10/16 144287 N/A N/A
Stillwater Clerk & Recorder 3/10/16 837924 N/A NIA
Treasure Clerk & Recorder 3/10/16 484265 N/A N/A
Wheatland Clerk & Recorder 3/10/16 144287 N/A N/A
Yellowstone Clerk & Recorder 3/10/16 837924 N/A N/A
Oreaon
Douglas Recorder 3/11/16 2016-004873 N/A N/A
Jackson Recorder 3/14/16 2016-007781 N/A NIA
Josephine Recorder 3/11/16 2016-003388 N/A N/A
Klamath Recorder 3/14/16 2016-002694 N/A N/A
Morrow Recorder 3/11/16 2016-37826 NIA N/A
Union Recorder 3/11/16 20160826 N/A N/A
Wallowa Recorder 3/11/16 074283 N/A N/A
B-2
4837-6452-3571.vl 1
EXHIBIT C
PROPERTY ADDITIONS
First
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) Spokane County, Washington: "Russell Road Substation", granted by: Pedro Arrastio -
Parcel A:The South half of Tract 41 of plat 2, Hazelwood Irrigated Farms, in Section
25,Township 25 North, Range 41 ,E.W.M., according to plat recorded in Volume "J" of
plats, page 35, in Spokane County, Washington. Parcel B: The North half of Tract 56 of
plat 2, Hazelwood Irrigated Farms, in Section 25 , Township 25 North, Range 41 ,
E.W.M., According to plat recorded in Volume "J" of plats, Page 35, in Spokane
County, Washington. Evidenced by Deed recorded as Auditor number 6492030 on April
29,2016.
(2) Lincoln County, Washington: "Davenport Substation", granted by Inland Empire
Collection Point, Inc. -That portion of the Northwest Quarter of Section 22, Township
25 North, Range 37 E.W.M., records of Lincoln County Washington. Evidenced by Deed
recorded as Auditor number 2016 0472856 on July 14, 2016.
(3) Spokane County, Washington: "Beacon Substation", granted by Laurence C. Knorr and
Genevieve R. Knorr and Leonard H. Knorr -That portion of vacated Block 8 of
Riverton, as per plat recorded in Volume "B" of plats, page 50; Together with the East
half of vacated Dearborn Street lying West and adjacent to said Block 8; and together
with the North half of vacated First A venue lying South of and adjacent to said Block 8;
Except the East 200 feet thereof; Situate in the County of Spokane, State of Washington.
Evidenced by Deed recorded as Auditor number 6523703 on August 8, 2016.
Second
ADDITIONAL PROTECTION, MITIGATION AND ENHANCEMENT
PROPERTY of the Company, real, personal, or mixed, acquired, constructed and/or installed in,
on, under and/or proximate to the Company's hydroelectric generation developments 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:
C-1
4837-6452-3571.v 11
Bonner County, Idaho: "Ruen Mitigation", granted by Lowell V. Ruen, Trustee of the
Vernon Ruen Marital QTIP Trust:
Parcel 1
Government Lot 2 in Section 19 Township 55 North , Range 3 East, Boise
Meridian, Bonner County, Idaho.
Parcel 2
Government Lots 2,3,4 the Southwest Quarter of the Northeast Quarter, the
Southwest Quarter of the Northwest Quarter lying North of the County Road, the
Southeast Quarter of the Northwest Quarter, the East half of the Southwest
Quarter and the West Half of the Southeast Quarter, all in Section 30, Township
55 North, Range 3 East, Boise Meridian, Bonner County, Idaho; Excepting
Therefrom the original charter right of way of the Northern Pacific Railway
Company right of way; and Also Except County Road right of way; and Also
Excepting Therefrom any portion lying within the Burlington Northern Railroad
Right of Way. Evidenced by Deed recorded as Auditor number 898923 on
December 5, 2016.
The original 400 foot charter right of way located in Govt. Lot 2, Govt. Lot 3, and
the NEl /4 NEJ/4 SWl/4 NEl /4 of Section 30, Township 55 North, Range No. 3,
East, Boise Meridian, County of Bonner, State of Idaho. All lying outside of the
current 175 foot operating right of way. Evidenced by Deed recorded as Auditor
number 898931 on December 5, 2016.
Third
BUSINESS OFFICE(S) AND/OR MISCELLANEOUS REAL ESTATE, in the State of
Washington, to wit:
(1) Spokane County, Washington: "Dollar Road Expansion", granted by Chad W. and
Jasmine S. Jones -Tract 191, Orchard Avenue Addition, as per plat recorded in Volume
"M" of plats, page 24, Records of Spokane County, Situate in the City of Spokane
Valley, County of Spokane, State of Washington . Evidenced by Deed recorded as
Auditor number 6476675 on February 25, 2016.
(2) Spokane County, Washington: "Ross Park Expansion", granted by Riverview Lutheran
Retirement Community of Spokane, formerly known as Riverview Lutheran Home of
Spokane, River Village, and Riverview Lutheran Care Center -Lot 5, Wilkinson
Subdivision of part of Block 12 of Ross Park Addition, according to plat recorded in
Volume 3 of plats, page 63, in the City of Spokane, Spokane County, Washington.
Evidenced by Deed recorded as Auditor number 6501286 on May 26, 2016.
(3) Spokane County, Washington: "Ross Park Expansion", granted by Riverview Lutheran
Retirement Community of Spokane, formerly known as Riverview Lutheran Home of
Spokane, River Village, and Riverview Lutheran Care Center -Lot 8, Wilkinson
Subdivision of part of Block 12 of Ross Park Addition, according to plat recorded in
C-2
4837-6452-3571 .v 11
Volume 3 of plats, page 63, in the City of Spokane, Spokane County, Washington.
Evidenced by Deed recorded as Auditor number 6501285 on May 26, 2016.
(4) Spokane County, Washington: "Dollar Road Expansion", granted by Geoffery and Holly
Williams -Tract 192, Orchard Avenue Addition, as per plat recorded in Volume "M" of
plats, page 24, Records of Spokane County, Situate in the City of Spokane Valley,
County of Spokane, State of Washington. Evidenced by Deed recorded as Auditor
number 6533613 on September 12, 2016.
(5) Spokane County, Washington: "Post Street Substation", granted by The City of Spokane
- A parcel of land being a portion of the Southwest quarter Section 18, Township 25
North, Range 43 East, W.M., City of Spokane, County of Spokane, State of Washington.
Evidenced by Deed recorded as Auditor number 6538342 on September 27, 2016.
Fourth
THE GAS STORAGE FACILITIES of the Company in the State of Washington, including
all improvements, storage facility equipment, appliances and devices for storing 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 facilities 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:
(1) Lewis County, Washington: the Company's one-third undivided interest in "Jackson
Prairie Gas Storage Expansion", consisting of all additional property acquired from
Weyerhauser Columbia Timberlands LLC, recorded as Auditor number 3441561 on
December 29, 2015, being the following parcels in each of which the Company has a
one-third undivided interest:
PARCEL A
The southeast quarter of the southeast quarter of Section 7, Township 12 North,
W.M., Lewis County, Washington,
EXCEPT Zandecki County Road.
PARCEL B
The north half of Section 17, Township 12 North, Range 1 West, W.M., Lewis
County, Washington,
EXCEPT the northeast quarter of the northeast quarter,
EXCEPT ALSO the east half of the northwest quarter of the northeast quarter.
PARCEL C
The northeast quarter of the northeast quarter and the east half of the northwest
quarter of the northeast quarter of Section 17, Township 12 North, Range I West,
W.M., Lewis County, Washington.
PARCEL D
The south half of Section 17, Township 12 North, Range 1 West, W.M., Lewis
County, Washington,
C-3
4837-6452-3571 .v 11
EXCEPT the south half of the southeast quarter,
ALSO EXCEPT Park County Road.
PARCEL E
The south half of the southeast quarter of Section 17, Township 12 North, Range
1 West, W.M., Lewis County, Washington,
EXCEPT Park County Road.
Fifth
THE ADDITIONAL REGULATOR AND ODORIZER STATION SITES of the
Company in the States of Washington, Idaho and Oregon, 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:
(1) Spokane County, Washington: "Gas Regulator Station #29 expansion", granted by
The State of Washington Department of Transportation-A Parcel of land being a
portion of the Southwest quarter of the Southeast quarter of Section 10, township 26
North, Range 43 East, W.M. in Spokane County, Washington. Evidenced by Deed
recorded as Auditor number 6530223 on August 30, 2016.
C-4
4837-6452-3571. v 11
EXHIBIT D
(Form of Bond)
PPN: 053798 C#2
AVISTA CORPORATION
First Mortgage Bond, 3.54% Series due 2051
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 December I, 2051 (the "Stated Maturity Date")
DOLLARS
and to pay the registered owner hereof interest thereon semi-annually in arrears on June 1
and December I in each year (each such date, an "Interest Payment Date"), commencing
June 1, 2017, and at Maturity (as hereinafter defined), at the rate of three and fifty-four
one hundredths percentum (3.54%) 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 15, 2016 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:
ATTEST: ________ _
Name:
Title:
A VISTA CORPORATION
By: ___________ _
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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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 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-ninth 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, 3.54% Series due 2051, 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 I, 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-ninth Supplemental Indenture, dated as of December I, 20 I 6 (the
"Fifty-ninth 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
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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 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. Each initial and subsequent holder of bonds of this
series, by virtue of its acquisition of an interest therein, shall be deemed, without further
act, to have consented to the prospective amendments to the Original Mortgage set forth
in the Fifty-ninth Supplemental Indenture.
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.
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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
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 the Par Call Date (as hereinafter defined), 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 the Par Call Date, 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 100% of the principal amount
of the bonds being redeemed plus accrued interest on such bonds to the date of
redemption.
"Par Call Date" means June 1, 2051.
"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
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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.
"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, 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.
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, ' .
ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
[please insert social security or other identifying number of assignee]
[please print or typewrite name and address of assignee]
the within bond of A VISTA CORPORATION and does hereby irrevocably constitute
and appoint , Attorney, 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.
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