20211008Debt Issuance Compliance Letter-Redacted.pdf

October 8, 2021
Jan Noriyuki
Idaho Public Utilities Commission
472 W. Washington Street
Boise, ID 83702
Case No. AVU-U-19-02
We are submitting the following information in compliance with the Commission’s Order No. 34386 under
Case No. AVU-U-19-02 for the sale of securities not to exceed $600,000,0002. An informational notice
regarding this issuance was previously provided to staff of the Commission.
On September 28, 2021, Avista Corp. funded $70.0 million of $140.0 million issued of 2.90 percent First
Mortgage Bonds due in 2051 under a bond purchase agreement with certain institutional investors in the
private placement market. The second funding is expected to occur on December 1, 2021. The new First
Mortgage Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated as of
June 1, 1939, from the Company to Citibank, N.A., trustee, as amended and supplemented by various
supplemental indentures and other instruments.
In connection with pricing of the First Mortgage Bonds, which took place prior to the issuance of these
bonds, we cash settled four interest rate swap contracts and paid a total of $17.2 million, which will be
amortized as a component of interest expense over the life of the debt.
The total net proceeds from the sale of the new bonds were used to repay a portion of the borrowings
outstanding under the Company’s $400.0 million committed line of credit.
Table 1.
Item Dollar Amount Percent of Total
Gross Proceeds $ 140,000,000 100.0%
Arrangement Fees (560,000) -0.40%
Proceeds Payable to Applicant 139,440,000 99.60%
Interest Rate Swaps (17,244,100) -12.32%
Title Insurance (129,270) -0.09%
Legal (307,880) -0.22%
Other Fees (4,320) 0.00%
Net Proceeds1 $ 121,754,430 86.97%
Attached is the term sheet for this issuance and the 65th supplemental indenture that was executed in
connection to this issuance.
1 The Company is expecting additional fees primarily related to additional legal expenses currently unbilled, which
may reduce the Company’s net proceeds.
2 This filing is compliant with the Commission’s Order No. 1 under docket UE-190554
RECEIVED
2021 OCT -8 PM 3:07
IDAHO PUBLIC
UTILITIES COMMISSION

Please contact Carly Guillory at [phone] if you have any questions.

Sincerely,

Jason Lang
Director of Finance, Risk and Assistant Treasurer

AVISTA CORPORATION
TO
CITIBANK, N.A.
As Successor Trustee under
Mortgage and Deed of Trust,
dated as of June 1, 1939
________________________
Sixty-fifth Supplemental Indenture
Providing among other things for a series of bonds designated
“First Mortgage Bonds, 2.90% Series due 2051”
Due October 1, 2051
________________________
Dated as of September 1, 2021
DM-#8084793.6

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SIXTY-FIFTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the 1st day of September, 2021, 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 10013, as trustee (the “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 (this “Sixty-fifth 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 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 Sixty-fourth Supplemental Indentures and, if the context shall
so require, as to be supplemented by this Sixty-fifth Supplemental Indenture, being herein
sometimes called the “Mortgage”); and
WHEREAS the Original Mortgage and the First Supplemental Indenture, dated
as of October 1, 1952, through the Twenty-fifth Supplemental Indenture, dated as of October 1,
1989, were appropriately filed and recorded in the various official records in the States of
Washington, Idaho and Montana, as set forth in such Supplemental Indentures and in the
Twenty-sixth Supplemental Indenture, dated as of April 1, 1993; and
WHEREAS for the purpose of confirming or perfecting the lien of the Original
Mortgage, as then supplemented and amended, on additional properties of the Company located
in the State of Oregon and additional counties in the State of Montana, the Company executed
and delivered a Short Form Mortgage and Security Agreement, in multiple counterparts dated as
of various dates in 1992, in furtherance of and supplemental to the Original Mortgage, as then
supplemented and amended, and such instrument was appropriately filed and recorded in the
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various official records in Oregon and Montana, as set forth in the aforesaid Twenty-sixth
Supplemental Indenture; and
WHEREAS the aforesaid Twenty-sixth Supplemental Indenture through the
Twenty-ninth Supplemental Indenture, dated as of December 1, 2001, were appropriately filed
and recorded in the various official records in the States of Washington, Idaho, Montana and
Oregon, as set forth in the Twenty-seventh Supplemental Indenture, dated as of January 1, 1994,
through the Thirtieth Supplemental Indenture, dated as of May 1, 2002; and
WHEREAS for the purpose of confirming or perfecting the lien of the Original
Mortgage, as then supplemented and amended, on all its properties (other than specifically
excepted property), including all real properties owned in fee, which were specifically described
or referred to in Exhibit B to such instrument, all easements and other interests in and rights to
use real property and all equipment and fixtures, the Company executed and delivered an
Instrument of Further Assurance, dated as of December 15, 2001, in furtherance of and
supplemental to the Original Mortgage, as then supplemented and amended, and such instrument
was appropriately filed and recorded in the various official records in the States of Washington,
Idaho, Montana and Oregon; and
WHEREAS for the purpose of confirming or perfecting the lien of the Original
Mortgage, as then supplemented and amended, on additional properties of the Company located
in an additional county in the State of Oregon, the Company executed and delivered a
Memorandum of Mortgage and Security Agreement, dated as of May 29, 2003, in furtherance of
and supplemental to the Original Mortgage, as then supplemented and amended, and such
instrument was appropriately filed and recorded in the various official records in the State of
Oregon; and
WHEREAS the aforesaid Thirtieth Supplemental Indenture through the Sixty-
third Supplemental Indenture, dated as of June 1, 2020, were appropriately filed and recorded in
the various official records in the States of Washington, Idaho, Montana and Oregon, as set forth
in the Thirty-first Supplemental Indenture, dated as of May 1, 2003, through the Sixty- fourth
Supplemental Indenture, dated as of September 1, 2020; and
WHEREAS the aforesaid Sixty-fourth Supplemental Indenture 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 in addition to the property described in the Mortgage the Company
has acquired certain other property, rights and interests in property; and
WHEREAS Section 120 of the Original Mortgage, as heretofore amended,
provides that, without the consent of any holders of bonds, the Company and the Trustee, at any
time and from time to time, may enter into indentures supplemental to the Original Mortgage for
various purposes set forth therein, including, without limitation, to cure ambiguities or correct
defective or inconsistent provisions or to make other changes therein that shall not adversely
affect the interests of the holders of bonds of any series in any material respect or to establish the
form or terms of bonds of any series as contemplated by Article II; and
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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 Sixty-fifth
Supplemental Indenture and the terms of the Bonds of the Sixty-sixth 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 Sixty-fifth
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 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
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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 Sixty-fifth
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 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: (1) cash, shares of stock and obligations
(including bonds, notes and other securities) not hereafter specifically pledged, paid, deposited or
delivered under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or
supplies held for the purpose of sale in the usual course of business or for consumption in the
operation of any properties of the Company; (3) bills, notes and accounts receivable, and all
contracts, leases and operating agreements not specifically pledged under the Mortgage or
covenanted so to be; (4) electric energy and other materials or products generated, manufactured,
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produced or purchased by the Company for sale, distribution or use in the ordinary course of its
business; and (5) any property heretofore released pursuant to any provisions of the Mortgage
and not heretofore disposed of by the Company; provided, however, that the property and rights
expressly excepted from the lien and operation of the Mortgage in the above subdivisions (2) and
(3) shall (to the extent permitted by law) cease to be so excepted in the event that the Trustee or a
receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property
in the manner provided in Article XII of the Original Mortgage by reason of the occurrence of a
Completed Default as defined in said Article XII.
TO HAVE AND TO HOLD all such properties, real, personal and mixed,
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over
or confirmed by the Company in the Mortgage as aforesaid, or intended so to be, unto the
Trustee, and its successors, heirs and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisos and covenants as set forth in the
Mortgage, this Sixty-fifth 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

Sixty-sixth Series of Bonds
SECTION 1. (I) There shall be a series of bonds designated “First Mortgage
Bonds, 2.90% Series due 2051” (herein sometimes referred to as the “Bonds of the Sixty-sixth
Series” or the “Bonds”), 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 Sixty-sixth 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 Sixty-sixth Series shall have the following terms and
characteristics:
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(a) the Bonds of the Sixty-sixth Series shall be limited in aggregate
principal amount to $140,000,000 (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 Bonds of the Sixty-sixth Series may be authenticated and
delivered in whole at any time or in part from time to time; all Bonds of the Sixty-sixth
Series shall be identical in all respects, except that Bonds originally authenticated and
delivered on different dates shall differ as to the Initial Interest Accrual Date (as
hereinafter defined); and on and after the first Interest Payment Date (as hereinafter
defined) to which interest on all Bonds of the Sixty-sixth Series then outstanding has
been paid, all such Bonds shall be identical in all respects.
(c) the principal of the Bonds of the Sixty-sixth Series shall (unless
theretofore paid) be payable on the Stated Maturity Date (as hereinafter defined);
(d) the Bonds of the Sixty-sixth Series shall bear interest at the rate of
two and ninety one-hundredths per centum (2.90%) per annum; interest on the Bonds
shall accrue from and including the Initial Interest Accrual Date, except as otherwise
provided in the form of bond attached hereto as Exhibit D; interest on the Bonds shall be
payable on each Interest Payment Date and at Maturity (as hereinafter defined); and
interest on the Bonds during any period less than one year for which payment is made
shall be computed on the basis of a 360-day year consisting of twelve 30-days months;
(e) the principal of and premium, if any, and interest on each Bond of
the Sixty-sixth Series payable at Maturity shall be payable to the registered owner thereof
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 of the United States of
America as at the time of payment is legal tender for public and private debts. The
interest on each Bond of the Sixty-sixth 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 Sixty-sixth 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 Sixty-sixth Series 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.
(f) (i) Prior to the Par Call Date (as hereinafter defined), the
Bonds of the Sixty-sixth 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
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(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 on the Bonds being redeemed (assuming, for this
purpose, that the Bonds were stated to mature on the Par Call Date and excluding
any portion of any scheduled payment of interest that accrued prior to the
redemption date), 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 and unpaid
interest on such Bonds to the date of redemption.
(ii) On or after the Par Call Date, the Bonds of the Sixty-sixth
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 and unpaid interest on such Bonds to the date of
redemption.
(g) (i) “Par Call Date” means April 1, 2051.
(ii) “Treasury Yield” means, with respect to any redemption of
Bonds of the Sixty-sixth Series,
(A) the yield to maturity reported in the Statistical Release, for the
latest day for which such yields have been so reported as of the Calculation Date,
for the U.S. Treasury constant maturity with a term equal to the remaining term of
such Bonds (assuming, for this purpose, that the Bonds were stated to mature on
the Par Call Date), or
(B) if there is no such U.S. Treasury constant maturity having a term
equal to such remaining term, the yield to maturity determined by linear
interpolation between (I) the U.S. Treasury constant maturity reported in the
Statistical Release with the term next longer than such remaining term and (II) the
U.S. Treasury constant maturity so reported with the term next shorter than such
remaining term.
The Treasury Yield shall be rounded to two decimal places. The Treasury Yield shall be
calculated as of the third Business Day (as hereinafter defined) preceding the earlier of
(X) the date notice of redemption is mailed to holders of Bonds of the Sixty-sixth Series
and (Y) 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) “Statistical Release” means the daily statistical release
entitled “H.15 Selected Interest Rates”, or any successor publication, published by the
Board of Governors of the Federal Reserve System, or any successor entity; or, if such
Board of Governors no longer publishes the information contained in such statistical
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release, a publication containing similar information published by the U.S. Department of
the Treasury, or any successor or other U.S. governmental body.
(h) If less than all of the outstanding Bonds of the Sixty-sixth Series
are to be redeemed, the principal amount to be redeemed shall be prorated among all of
the holders of the Bonds in the proportion that their respective holdings bear to the
aggregate principal amount of the 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 Bonds and the
portions thereof so selected for redemption.
(i) Except as provided in this subsection (II) of Section 1,
(i) the Bonds of the Sixty-sixth Series shall not be redeemable
prior to the Stated Maturity Date; and
(ii) no amount other than the principal of and interest on the
Bonds of the Sixty-sixth Series shall be payable in respect of the Bonds at Maturity (as
hereinafter defined) or otherwise.
(j) in the event of any conflict between the provisions of Section
12.2(c) of the Bond Purchase Agreement and the provisions of the Mortgage, Section
12.2(c) of the Bond Purchase Agreement shall govern.
(III) At the option of the registered owner, any Bonds of the Sixty-sixth 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 Sixty-sixth 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 Sixty-sixth 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 Sixty-sixth
Series; provided, however, that the Company shall not be required to make any transfer or
exchange of any Bonds of the Sixty-sixth Series for a period of 10 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 Sixty-sixth Series which shall have been
selected for redemption in whole or in part.
Any Bond of the Sixty-sixth Series authenticated and delivered upon the transfer
or exchange of a Bond prior to the first Interest Payment Date to which interest on all
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outstanding Bonds of the Sixty-sixth Series has been paid shall have the same Initial Interest
Accrual Date as the Bond surrendered in such transfer or exchange.
Unless and until the Company shall have delivered to the Trustee a written order
to the contrary, the Bonds of the Sixty-sixth 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 Sixty-fifth 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 Sixty-sixth Series, shall have the meanings specified
below:
“Bond Purchase Agreement” means the Bond Purchase Agreement, dated
September 28, 2021, 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 Sixty-
sixth Series, (b) any holder of a Bond of the Sixty-sixth Series holding (together with one
or more of its affiliates) more than $1,000,000 in aggregate principal amount of the
Bonds of the Sixty-sixth 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.
“Initial Interest Accrual Date” means, with respect to any Bond of the Sixty-sixth
Series, the date from which interest on such Bond shall first accrue. The Initial Interest
Accrual Date of each Bond shall be specified on the face of such Bond.
“Interest Payment Date” means April 1 and October 1 in each year, commencing
April 1, 2022.
“Maturity” means the date on which the principal of the Bonds of the Sixty-sixth
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.
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“Stated Maturity Date” means October 1, 2051.
(V) Notwithstanding the provisions of Section 106 of the Original Mortgage,
as amended, the Company shall not cause any Bonds of the Sixty-sixth Series, or any portion of
the principal amount thereof, to be deemed to have been paid as provided in such Section and its
obligations in respect thereof to be deemed to be satisfied and discharged prior to the Maturity
thereof unless the Company shall deliver to the Trustee either:
(a) an instrument wherein the Company, notwithstanding the effect of
Section 106 of the Original Mortgage, as amended, in respect of such Bonds, shall
assume the obligation (which shall be absolute and unconditional) to irrevocably deposit
with the Trustee such additional sums of money, if any, or additional government
obligations (meeting the requirements of Section 106), if any, or any combination
thereof, at such time or times, as shall be necessary, together with the money and/or
government obligations theretofore so deposited, to pay when due the principal of and
premium, if any, and interest due and to become due on such Bonds or portions thereof,
all in accordance with and subject to the provisions of Section 106; provided, however,
that such instrument may state that the obligation of the Company to make additional
deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a
notice asserting the deficiency accompanied by an opinion of an independent accountant
showing the calculation thereof (which opinion shall be obtained at the expense of the
Company); or
(b) an Opinion of Counsel to the effect that the holders of such Bonds,
or portions of the principal amount thereof, will not recognize income, gain or loss for
United States federal income tax purposes as a result of the satisfaction and discharge of
the Company’s indebtedness in respect thereof and will be subject to United States
federal income tax on the same amounts, at the same times and in the same manner as if
such satisfaction and discharge had not been effected.
(VI) Anything in this Sixty-fifth Supplemental Indenture or the Bonds of the
Sixty-fifth Series to the contrary notwithstanding, any payment of principal of or premium, if
any, or interest on any Bond of the Sixty-sixth 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 Sixty-sixth 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.
11

ARTICLE II

Outstanding Bonds
Upon the delivery of this Sixty-fifth Supplemental Indenture, Bonds of the Sixty-
sixth Series in an aggregate principal amount of $140,000,000 are to be issued and will be
Outstanding, in addition to $2,417,200,000 aggregate principal amount of bonds of prior series
Outstanding at the date of delivery of this Sixty-fifth Supplemental Indenture; it being
understood that, subject to the provisions of the Mortgage, there shall be no limit on the principal
amount of bonds that may be authenticated and delivered under the Mortgage.
ARTICLE III

Prospective Amendments of Original Mortgage
SECTION 1. Each initial and subsequent holder of Bonds of the Sixty-sixth
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 amended,
contemplated in Article III of the Fifty-eighth Supplemental Indenture, dated as of December 1,
2015, and set forth in Exhibit E(1) thereto, as amended in Section 2 of Article III of the Sixtieth
Supplemental Indenture, dated as of December 1, 2017, and in Exhibits E(2) and E(3) to such
Fifty-eighth Supplemental Indenture.
ARTICLE IV

Miscellaneous Provisions
SECTION 1. The terms defined in the Original Mortgage shall, for all purposes of
this Sixty-fifth 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 Sixty-fifth 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 Sixty-fifth 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 Sixty-fifth Supplemental
Indenture.
SECTION 3. Whenever in this Sixty-fifth 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 Sixty- fifth 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
12

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 Sixty-fifth 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 and the holders of the bonds Outstanding under the
Mortgage, any right, remedy or claim under or by reason of this Sixty-fifth Supplemental
Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this Sixty-fifth Supplemental
Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of
the parties hereto and the holders of the bonds Outstanding under the Mortgage.
SECTION 5. This Sixty-fifth 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 Sixty-fifth Supplemental
Indenture shall not be deemed to be any part thereof.
________________________
22nd
A-1

EXHIBIT A

MORTGAGE, SUPPLEMENTAL INDENTURES
AND SERIES OF BONDS

MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDING NO. DESIGNATION
Original June 1, 1939 1 3-1/2% Series due 1964 $22,000,000 None
1
October 1, 1952 2 3-1/2% Series due 1982
(changed to 3-3/4% in
Twelfth Supplemental
Indenture)
30,000,000 None
2 May 1, 1953 3 3-7/8% Series due 1983 10,000,000 None
3 December 1, 1955 None
4 March 15, 1957 None
5 July 1, 1957 4 4-7/8% Series due 1987 30,000,000 None
6 January 1, 1958 5 4-1/8% Series due 1988 20,000,000 None
7 August 1, 1958 6 4-3/8% Series due 1988 15,000,000 None
8 January 1, 1959 7 4-3/4% Series due 1989 15,000,000 None
9 January 1, 1960 8 5-3/8% Series due 1990 10,000,000 None
10 April 1, 1964 9 4-5/8% Series due 1994 30,000,000 None
11 March 1 ,1965 10 4-5/8% Series due 1995 10,000,000 None
12 May 1, 1966 None
13 August 1, 1966 11 6% Series due 1996 20,000,000 None
14 April 1, 1970 12 9-1/4% Series due 2000 20,000,000 None
15 May 1, 1973 13 7-7/8% Series due 2003 20,000,000 None
16 February 1, 1975 14 9-3/8% Series due 2005 25,000,000 None
17 November 1, 1976 15 8-3/4% Series due 2006 30,000,000 None
18 June 1, 1980 None
19 January 1, 1981 16 14-1/8% Series due 1991 40,000,000 None
Subtotals $347,000,000 None
A-2

MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDING NO. DESIGNATION
20 August 1, 1982 17 15-3/4% Series due 1990-
1992
$60,000,000 None
21 September 1, 1983 18 13-1/2% Series due 2013 60,000,000 None
22 March 1, 1984 19 13-1/4% Series due 1994 60,000,000 None
23 December 1, 1986 20 9-1/4% Series due 2016 80,000,000 None
24 January 1, 1988 21 10-3/8% Series due 2018 50,000,000 None
25
October 1, 1989 22

23
7-1/8% Series due 2013

7-2/5% Series due 2016
66,700,000

17,000,000
None

None
26
April 1, 1993 24 Secured Medium-Term
Notes, Series A
($250,000,000 authorized)
250,000,000 13,500,000
27
January 1, 1994 25 Secured Medium-Term
Notes, Series B
($250,000,000 authorized)
161,000,000 None
28 September 1, 2001 26 Collateral Series due 2002 220,000,000 None
29 December 1, 2001 27 7.75% Series due 2007 150,000,000 None
30 May 1, 2002 28 Collateral Series due 2003 225,000,000 None
31 May 1, 2003 29 Collateral Series due 2004 245,000,000 None
32 September 1, 2003 30 6.125% Series due 2013 45,000,000 None
33 May 1, 2004 31 Collateral Series due 2005 350,000,000 None
34 November 1, 2004 32 5.45% Series due 2019 90,000,000 None
35 December 1, 2004 33 Collateral Series 2004A 88,850,000 25,000,000
36
December 1, 2004 34

35
Collateral Series 2004B

Collateral Series 2004C
66,700,000

17,000,000
None

None
37 December 1, 2004 36 Collateral Series 2004D 350,000,000 None
38
May 1, 2005 37

38
Collateral Series 2005B

Collateral Series 2005C
66,700,000

17,000,000
None

None
39
November 1, 2005 39 6.25% Series due 2035 100,000,000

50,000,000
100,000,000

50,000,000
Subtotals $2,885,950,000 $188,500,000
A-3

MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDING NO. DESIGNATION
40 April 1, 2006 40 Collateral Series due 2011 $320,000,000 None
41 December 1, 2006 41 5.70% Series due 2037 150,000,000 150,000,000
42 April 1, 2008 42 5.95% Series due 2018 250,000,000 None
43 November 1, 2008 43 Collateral Series 2008A 200,000,000 None
44 December 1, 2008 44 7.25% Series due 2013 30,000,000 None
45 December 1, 2008 45 Collateral Series 2008B 17,000,000 None
46 September 1, 2009 46 5.125% Series due 2022 250,000,000 250,000,000
47 November 1, 2009 47 Collateral Series 2009A 75,000,000 None
48
December 1, 2010 48
49
Collateral Series 2010A
Collateral Series 2010B
66,700,000
17,000,000
66,700,000
17,000,000
49
December 1, 2010 50
51
3.89% Series due 2020
5.55% Series due 2040
52,000,000
35,000,000
None
35,000,000
50 December 1, 2010 52 1.68% Series due 2013 50,000,000 None
51 February 1, 2011 53 Collateral Series 2011A 400,000,000 None
52 August 1, 2011 None
53 December 1, 2011 54 4.45% Series due 2041 85,000,000 85,000,000
54 November 1, 2012 55 4.23% Series due 2047 80,000,000 80,000,000
55 August 1, 2013 56 Collateral Series 2013A 90,000,000 None
56 April 1, 2014 57 Collateral Series 2014A 400,000,000 None
57 December 1, 2014 58 4.11% Series due 2044 60,000,000 60,000,000
58 December 1, 2015 59 4.37% Series due 2045 100,000,000 100,000,000
59 December 1, 2016 60 3.54% Series due 2051 175,000,000 175,000,000
60 December 1, 2017 61 3.91% Series due 2047 90,000,000 90,000,000
61 May 1, 2018 62 4.35% Series due 2048 375,000,000 375,000,000
62 November 1, 2019 63 3.43% Series due 2049 180,000,000 180,000,000
63 June 1, 2020 64 Collateral Series 2020A 400,000,000 400,000,000
64 September 1, 2020 65 3.07% Series due 2050 165,000,000 165,000,000
Subtotals $4,112,700,000
Totals $7,345,650,000
$2,228,700,000
$2,417,200,000

B-1

EXHIBIT B

FILING AND RECORDING OF
SIXTY-FOURTH SUPPLEMENTAL INDENTURE
FILING IN STATE OFFICES
State Office of Date
Financing Statement
Document Number
Washington Secretary of State 12/22/20 2020-358-2363-4
Idaho Secretary of State 1/7/21 20210026752
Montana Secretary of State 2/23/21 20210135148
Oregon Secretary of State 12/17/2020 92653253
RECORDING IN COUNTY OFFICES
County
Washington

Office of
Real Estate Mortgage Records
Financing
Statement
Document
Number Date
Document
Number Book Page
Adams Auditor 12/16/20 326370 N/A N/A N/A
Asotin Auditor 12/16/20 369408 N/A N/A N/A
Benton Auditor 12/16/20 2020-051002 N/A N/A N/A
Douglas Auditor 12/16/20 3237738 N/A N/A N/A
Ferry Auditor 12/16/20 0294903 N/A N/A N/A
Franklin Auditor 12/17/20 1927522 N/A N/A N/A
Garfield Auditor 12/16/20 20200605 N/A N/A N/A
Grant Auditor 12/16/20 1439456 N/A N/A N/A
Klickitat Auditor 3/18/21 1146308 N/A N/A N/A
Lewis Auditor 12/21/20 3539661 N/A N/A N/A
Lincoln Auditor 12/16/20
2020-
0486150 N/A N/A N/A
Pend Oreille Auditor 12/16/20 20200342014 N/A N/A N/A
Skamania Auditor 12/16/20 2020-003538 N/A N/A N/A
Spokane Auditor 3/24/21 7051555 N/A N/A N/A
Stevens Auditor 12/16/20
2020
0011216 N/A N/A N/A
Thurston Auditor 3/1/21 4829566 N/A N/A N/A
Whitman Auditor 12/21/20 763124 N/A N/A N/A
B-2

Idaho
Benewah Recorder 12/16/20 289347 N/A N/A N/A
Bonner Recorder 12/23/20 972950 N/A N/A N/A
Boundary Recorder 12/16/20 284701 N/A N/A N/A
Clearwater Recorder 12/16/20 239459 N/A N/A N/A
Idaho Recorder 12/16/20 527538 N/A N/A N/A
Kootenai Recorder 12/18/20 2799568000 N/A N/A N/A
Latah Recorder 12/16/20 610990 N/A N/A N/A
RECORDING IN COUNTY OFFICES
County
Idaho (cont.) Office of
Real Estate Mortgage Records Financing
Statement
Document
Number Date
Document
Number Book Page
Lewis Recorder 12/16/20 149014 N/A N/A N/A
Nez Perce Recorder 3/18/21 886663 N/A N/A N/A
Shoshone Recorder 12/29/20 506682 N/A N/A N/A
Montana

Big Horn
Clerk &
Recorder 12/21/20 361496 164 518-546 N/A
Broadwater
Clerk &
Recorder 12/21/20 187750 216 676 N/A
Golden
Valley
Clerk &
Recorder 12/21/20 84269 M 20797 N/A
Meagher
Clerk &
Recorder 12/22/20 147022 N/A N/A N/A
Mineral
Clerk &
Recorder 12/16/20 122844

Rosebud
Clerk &
Recorder 12/21/20 0123937 161MG 863-891 N/A
Sanders
Clerk &
Recorder 12/16/20 319320

N/A
Stillwater
Clerk &
Recorder 12/21/20 381204 N/A N/A N/A
Treasure
Clerk &
Recorder 12/21/20 84617 24 201 N/A
Wheatland
Clerk &
Recorder 12/21/20 111713 M
31644-
31672 N/A
Yellowstone
Clerk &
Recorder 12/22/20 3952839 N/A N/A N/A
B-3

Oregon
Douglas Recorder 12/18/20 2020-022005 N/A N/A N/A
Jackson Recorder 3/30/21 2021-014266 N/A N/A N/A
Josephine Recorder 12/17/20 2020-019093 N/A N/A N/A
Klamath Recorder 12/16/20 2020-016410 N/A N/A N/A
Morrow Recorder 12/17/20 2020-47820 N/A N/A N/A
Union Recorder 12/16/20 20204389 N/A N/A N/A
Wallowa Recorder 12/16/20 00083121 N/A N/A N/A

EXHIBIT C
C-1

PROPERTY ADDITIONS
First
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 Montana to wit:
(1) Sanders County, Montana: “Cox to Avista”, granted by Anthony B. Cox, the
following described premises situated in Sanders County, Montana, to-wit:
Lot 1 of Graves Creek Homesites, a platted subdivision in Sanders County,
Montana, on file in the office of the Clerk and Recorder, Sanders County,
Montana.
LESS AND EXCEPTING that parcel conveyed to the Montana Department of
Transportation by Bargain and Sale Deed recorded April 27, 2010 at Micro No.
69086, Reception No. 283667, Sanders County records.
SUBJECT TO covenants, conditions, restrictions, provisions, easements and
encumbrances apparent or of record.
(2) Sanders County, Montana: “Shear to Avista”, granted by Janet M. Shear, all that
certain lot, piece or parcel of land, situate, lying and being in the County of
Sanders, State of Montana, and particularly described as follows:
A parcel of land in the SW1/4SW1/4 of Section 1, S1/2SE1/4 of Section 2,
N1/2NE1/4 of Section 11 and N1/2 of Section 12, all in Township 22 North,
Range 30 West, P.M.M., Sanders County, Montana, further described as Tract B
on Certificate of Survey No. 3294, on file in the office of the Clerk and Recorder
of Sanders County, Montana.
Second
BUSINESS OFFICE(S) AND/OR MISCELLANEOUS REAL ESTATE, in the State
of Washington, to wit:
Asotin County, Washington: “Clarkston Facilities”, granted by Shandi Ochoa, Personal
Representative to the Estate of Joseph H. Lemire, deceased per Asotin County Superior Court
Case No. 18-4-00056-02, the following described real estate, situated in Asotin County, State of
Washington:

That part of the Northeast Quarter of Section 20, Township 11 North, Range 46 East of the
Willamette Meridian, Asotin County, Washington, more particularly described as follows:
C-2

Commencing at the monument at the intersection of the centerlines of 13th and Fair Streets;
thence West along the centerline of Fair Street, 780.0 feet; thence North, 395.5 feet to the True
Place of Beginning; thence continue North, 375.5 feet; thence West, 160.0 feet; thence South,
375.5 feet; thence East 160.0 feet to the True Place of Beginning.

Tax Parcel Number(s): 1-132-00-054-0010-0000

EXHIBIT D
D-1

(Form of Bond)
PPN: 05379B E*4
AVISTA CORPORATION
First Mortgage Bond, 2.90% Series due 2051

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 October 1, 2051 (the “Stated Maturity Date”)
DOLLARS
and to pay the registered owner hereof interest thereon semi-annually in arrears on April 1 and
October 1 in each year (each such date, an “Interest Payment Date”), commencing April 1, 2022,
and at Maturity (as hereinafter defined), at the rate of two and ninety one-hundredths per centum
(2.90%) 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 _________________ (the “Initial Interest Accrual
Date”) 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
Authorized Signatory
D-2

The principal of and premium, if any, and interest on this bond payable at
Maturity shall be payable to the registered owner hereof 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 (as defined in the Sixty-fifth Supplemental Indenture
referred to below) 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 such Sixty-fifth Supplemental Indenture) 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, 2.90% 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 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 Sixty-fifth Supplemental Indenture, dated as of September 1, 2021 (the “Sixty-fifth
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, the terms and conditions
upon which the bonds are and are to be secured and the circumstances under which additional
bonds may be issued. If there shall be a conflict between the terms of this bond and the
provisions of the Mortgage, the provisions of the Mortgage shall control to the extent permitted
by law. The holder of this bond, by its acceptance hereof, shall be deemed to have consented
and agreed to all of the terms and provisions of the Mortgage and, further, in the event that such
holder shall not be the sole beneficial owner of this bond, shall be deemed to have agreed to use
all commercially reasonable efforts to cause all direct and indirect beneficial owners of this bond
to have knowledge of the terms and provisions of the Mortgage and of this bond and to comply
therewith, including particularly, but without limitation, any provisions or restrictions in the
Mortgage regarding the transfer or exchange of such beneficial interests and any legend set forth
on this bond.
D-3

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 or referred to
in the Sixty-fifth Supplemental Indenture.
The principal hereof, together with all accrued and unpaid interest hereon (but
without premium), 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 of
D-4

Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of
bonds of the same series of other authorized denominations.
Any bond of this series authenticated and delivered upon the transfer or exchange
of a bond prior to the first Interest Payment Date to which interest on all outstanding bonds of
this series has been paid shall have the same Initial Interest Accrual Date as the bond surrendered
in such transfer or exchange.
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 on the bonds being redeemed (assuming, for this purpose, that
the bonds of this series were stated to mature on the Par Call Date and excluding any
portion of any scheduled payment of interest that accrued prior to the redemption date),
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 and unpaid 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 and unpaid interest on such bonds to the date of redemption.
“Par Call Date” means April 1, 2051.
“Treasury Yield” means, with respect to any redemption of bonds of this series,
(a) the yield to maturity reported in the Statistical Release, for the latest
day for which such yields have been so reported as of the Calculation Date, for the U.S.
Treasury constant maturity with a term equal to the remaining term of such bonds
(assuming, for this purpose, that the bonds of this series were stated to mature on the par
Call Date), or
(b) if there is no such U.S. Treasury constant maturity having a term equal
to such remaining term, the yield to maturity determined by linear interpolation between
(i) the U.S. Treasury constant maturity reported in the Statistical Release with the term
next longer than such remaining term and (ii) the U.S. Treasury constant maturity
reported in the Statistical Release with the term next shorter than such remaining term.
D-5

The Treasury Yield shall be rounded to two decimal places. The Treasury Yield
shall be calculated as of the third Business Day preceding the earlier of (x) the date notice of
redemption is mailed to holders of bonds of this series and (y) 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”).
“Statistical Release” means the daily statistical release entitled “H.15 Selected
Interest Rates”, or any successor publication, published by the Board of Governors of the Federal
Reserve System, or any successor entity; or, if such Board of Governors no longer publishes the
information contained in such statistical release, a publication containing similar information
published by the U.S. Department of the Treasury, or any successor or other U.S. governmental
body.
Except as provided above, (a) the bonds of this series are not redeemable prior to
the Stated Maturity Date and (b) no amount other than the principal of and interest on the bonds
of this series shall be payable in respect of such bonds at Maturity or otherwise.
No recourse shall be had for the payment of the principal of or premium, if any, or
interest on this bond against any incorporator or any past, present or future subscriber to the
capital stock, stockholder, officer or director of the Company or of any predecessor or successor
corporation, as such, either directly or through the Company or any predecessor or successor
corporation, under any rule of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers
and directors being released by the holder or owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage.
This bond shall not become obligatory until Citibank, N.A., the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
____________________

D-6

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 AVISTA 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 alteration or enlargement or any change whatsoever.