20201009Compliance Filing - Redacted.pdf

/),',irrrtsta
October 9,2020
Diane Hanian
Idaho Public Utilities Commission
472 W . Washington Street
Boise, lD 83702
CaseNo. AVU-U-19-02
We are submitting the following information in compliance with the Commission's OrderNo. 34386 under
Case No. AVU-U-19-02 for the sale of securities not to exceed $600,000,000. An informational notice
regarding this issuance was previously provided to staff of the Commission.
On September 30,2020, Avista Corp. issued $165.0 million of 3.07 percent First Mortgage Bonds due in
2050 under a bond purchase agreement with certain institutional investors in the private placement
market. The new First Mortgage Bonds were issued under and in accordance with the Mortgage and Deed
of Trust, dated as of June 1,1939, from the Company to Citibank, N.A., trustee, as amended and
supplemented by various supplemental indentures and other instruments.
ln 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 $33.5 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 S400.0 million committed line of credit and repay maturing long-term
debt of $52.0 million.
Table 1.
RECEIVED
2020 October 09AM8:00
IDAHO PABLIC
UTILITIES COMMISSION
Item Dollar Amount Percent of Total
Gross Proceeds
Arrangement Fees
Proceeds Payable to Applicant
Interest Rate Swaps
Title Insurance
Legal
Other Fees
$ 165,000,000
(660,000)
100.0%
-0.40%
164,340,000
(33,499,271)
(118,908)
(322,168)
(8,535)
99.6oo/n
-20.30o/o
-0.07%
-0.20%
-0.0t%
Net Proceedsl $ 130,391,118 79.020
Il] The Company is expecting additional fees primarily related to additional legal expenses currently unbilled, which may reduce the Company's
net proceeds.
Attached is the term sheet for this issuance and the 64th supplemental indenture that was executed in
connection to this issuance.
Please contact Megan Thilo at [phone] if you have any questions.
Sincerely,
a a- ' r
Jason Lang
Director of Finance, Risk and Assistant Treasurer
jivtsra
Closing Date
Funding Date
lnterest Payment Dates
Maturity Date
Benchmark UST
Quoted USTYield (1)
Credit Spread
Final Coupon
30-Year Bullet
August 13,2020
September 30,2020
March 31 and September 30, beginning March31,2021
September 30, 2050
1.25oh due May 2050
1.37o/o
+ 170 bps
3.07o/o
OFFERING SUMMARY
G)MUFG @bancorplnrcttma'nlt, li.'.
AVISTA CORPORATION
$165 million First Mortgage Bonds
June 30, 2020
Dear lnvestor:
On behalf of Avista Corporation ("Avista" or the "Company"), MUFG Securities Americas lnc. ("MUFG") and U.S. Bancorp
lnvestments, lnc. ("U.S. Bancorp") are pleased to confirm the following circle of the Company's First Mortgage Bonds (the
"Bonds"). The pricing of the Bonds and the participants in the offering are detailed below.
(1) Please refer to Bloomberg's PXI screen as shown on the subsequent page.
* Denores investor responsible for filing with the NAIC
t Terms: The Bonds were circled pursuant to the Bond Purchase Agreement and Supplemental lndenture that were
posted to lntralinks.
r Closinq (BPA siqnino onlv): Transaction closing is scheduled to occur on Thursdav, Auoust 13. 2020.
r Fundinq (closinq documents delivered, bonds issued and paid for): Funding is scheduled to occur on Wednesdav,
September 30, 2020.
AIG *
Apollo
Barings
Aegon
RGA
Securian
Guardian
OneAmerica
CUNA
Standard lnsurance
Total
$30
$30
$30
$25
$12
$12
$11
$z
$5
$3
$16s
INVESTOR ALLOCATIONS ($ in millions)
AYISTA CORPORATION
TO
CITIBANK, N.A.
As Successor Tntstee under
Mortgage and Deed of Trust,
dated as ofJune I, 1939
Sixty-fourth Supplemental Indenture
Providing among other things for a series of bonds designated
"First Mortgage Bonds, 3.07% Series due 2050"
Due September 30, 2050
Dated as of September 1,2020
#61501 5 I
SIXTY.FOURTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the I't day of September, 2020, between
AVISTA CORPORATION (formerly known as The Washington Water Power Company), a
corporation of the State of Washington, whose post office address is 141 I East Mission Avenue,
Spokane, Washington 99202 (the "Comp&try"), 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, 14ft
Floor, New York, New York 10013, as trustee (the "Trustee"), under the Mortgage and Deed of
Trust, dated as of June l, 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-fourth Supplemental Indenture") being
supplemental to the Original Mortgage, as heretofore supplemented and amended.
WHEREAS pursuant to a written request of the Company made in accordance
with Section 103 of the Original Mortgage, Francis M. Pitt (then [ndividual 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-third Supplemental Indentures and, if the context shall
so require, as to be supplemented by this Sixty-fourth Supplemental Indenture, being herein
sometimes called the "Mortgage"); and
WFDREAS the Original Mortgage and the First Supplemental Indenture, dated
as of October 1,1952, through the Twenty-fifth Supplemental Indenture, dated as of October l,
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 l, 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
1
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,
ldaho, 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-
second Supplemental lndenture, dated as of November l, 2019, 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- third Supplemental Indenture, dated as of June 1,2020; and
WHEREAS the Sixty-third Supplemental Indenture, dated as of June 1,2020,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 [[; and
2
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 ofthe
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 speciff 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 mal, 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-fourth
Supplemental Indenture and the terms of the Bonds of the Sixty-fifth Series, hereinafter referred
to, have been duly authorized by the Board of Directors of the Company by appropriate
Resolutions of said Board of Directors, and all things necessary to make this Sixty-fourth
Supplemental Indenture a valid, binding and legal instrument have been performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Company,
in consideration of the premises and of other good and valuable consideration, the receipt and
sufficiency whereof are hereby acknowledged, hereby confirms the estate, title and rights of the
Trustee (including, without limitation, the lien of the Mortgage on 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 electricif, 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
J
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, fiffings, 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-fourth
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, eamings, 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 desuibed therein.
PROVIDED THAT the following were not and were not intended to be then or
now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over or confirmed under the Mortgage and were, are and shall be expressly excepted
from the lien and operation of the Mortgage namely: (l) cash, shares of stock and obligations
(including bonds, notes and other securities) not hereafter specifically pledged, paid, deposited or
delivered under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or
supplies held for the purpose of sale in the usual course of business or for consumption in the
operation of any properties of the Company; (3) bills, notes and accounts receivable, and all
contracts, leases and operating agreements not specifically pledged under the Mortgage or
covenanted so to be; (4) electric energy and other materials or products generated, manufactured,
4
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 fonh in the
Mortgage, this Sixty-fourth 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-fifth Series of Bonds
SECTION 1. (I) There shall be a series of bonds designated "First Mortgage
Bonds, 3.07% Series due 2050" (herein sometimes referred to as the "Bonds of the Sixty-fifth
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-fifth 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 l0 of the Original Mortgage
provided.
(ID The Bonds of the Sixty-fifth Series shall have the following terms and
characteristics:
5
(a) the Bonds of the Sixty-fifth Series shall be limited in aggregate
principal amount to $165,000,000 (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 the Bonds of the Sixty-fifth Series shall (unless
theretofore paid) be payable on the Stated Maturity Date (as hereinafter defined);
(c) the Bonds of the Sixty-fifth Series shall bear interest at the rate of
three and seven one-hundredths per centum (3.07%) per annum; interest on the Bonds
shall accrue from and including September 30,2020, 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 each of such terms is 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 3O-days months;
(d) the principal of and premium, if any, and interest on each Bond of
the Sixty-fifth 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 curency 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-fifth Series (other than interest payable at Maturity)
shall be payable by check, in similar coin or currency, mailed to the registered owner
thereof as of the close of business on the Record Date (as hereinafter defined) next
preceding each Interest Payment Date; provided, however, that if such registered owner
shall be a securities depositary, such payment may be made by such other means in lieu
of 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-fifth Series shall be held by
(i) the original purchaser thereof under the Bond Purchase Agreement (as hereinafter
defined) or (ii) any other Institutional lnvestor (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-fifth 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.
(e) (D Prior to the Par Call Date (as hereinafter defined), the
Bonds of the Sixty-fifth Series shall be redeemable in whole at any time, or in part from
time to time, at the option of the Company at a redemption price equal to the greater of
(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
6
(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.
(iD On or after the Par Call Date, the Bonds of the Sixty-fifth
Series shall be redeemable in whole at any time, or in part from time to time, at the option
of the Company at a redemption price equal to 100% of the principal amount of the
Bonds being redeemed plus accrued and unpaid interest on such Bonds to the date of
redemption.
(0 (D "Par Call Date" means March 31,2050.
(ii) "Treasury Yield" means, with respect to any redemption of
Bonds of the Sixty-fifth 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 pulpose, 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 0) 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-fifth 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
release, a publication containing similar information published by the U.S. Department of
the Treasury, or any successor or other U.S. governmental body.
(g) If less than all of the outstanding Bonds of the Sixty-fifth 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
7
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 notiff the Company in writing of the distinctive numbers of the Bonds and the
portions thereof so selected for redemption.
(h) Except as provided in this subsection (II) of Section l,
(i) the Bonds of the Sixty-fifth Series shall not be redeemable
prior to the Stated Maturity Date; and
(iD no amount other than the principal of and interest on the
Bonds of the Sixty-fifth Series shall be payable in respect of the Bonds.
(D 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-fifth Series,
upon surrender thereof for cancellation at the office or agency of the Company in the Borough of
Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount
of Bonds of the same series of other authorized denominations.
The Bonds of the Sixty-fifth Series shall be transferable, upon the surrender
thereof for cancellation, together with a written instrument of transfer in form approved by the
registrar duly executed by the registered owner or by his duly authorized attorney, at the office or
agency of the Company in the Borough of Manhattan, The City of New York.
Upon any exchange or transfer of Bonds of the Sixty-fifth Series, the Company
may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental
charge, as provided in Section 12 of the Original Mortgage, but the Company hereby waives any
right to make a charge in addition thereto or any exchange or transfer of Bonds of the Sixty-fifth
Series; provided, however, that the Company shall not be required to make any transfer or
exchange of any Bonds of the Sixty-fifth Series for a period of l0 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-fifth 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 Sixty-fifth Series shall bear a legend as to restrictions on
transfer substantially as set forth below:
The Bonds evidenced hereby have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and may not be offered,
sold, pledged or otherwise transferred in contravention of the Securities
Act.
0V) For all purposes of this Sixty-fourth Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise requires, the terms listed below,
8
when used with respect to the Bonds of the Sixty-fifth Series, shall have the meanings specified
below:
"Bond Purchase Agreemenf'means the Bond Purchase Agreement, dated August
13,2020, between the Company and the purchasers listed on Schedule A thereto.
o'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 Investof' means (a) any original purchaser of a Bond of the Sixty-
fifth Series, (b) any holder of a Bond of the Sixty-fifth Series holding (together with one
or more of its affiliates) more than $1,000,000 in aggregate principal amount of the
Bonds of the Sixty-fifth 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 March 31 and September 30 in each year,
commencing March 31, 2021.
uMaturity" means the date on which the principal of the Bonds of the Sixty-fifth
Series becomes due and payable, whether at the Stated Maturity Date, upon redemption
or acceleration, or otherwise.
"Record Date", with respect to any Interest Payment Date, means the close of
business on the seventh Business Day preceding such lnterest Payment Date.
"Stated Maturity Date" means September 30,2050.
(V) Notwithstanding the provisions of Section 106 of the Original Mortgage,
as amended, the Company shall not cause any Bonds of the Sixty-fifth Series, or any portion of
the principal amount thereof, to be deemed to have been paid as provided in such Section and its
obligations in respect thereof to be deemed to be satisfied and discharged prior to the Maturity
thereof unless the Company shall deliver to the Trustee either:
(a) an instrument wherein the Company, notwithstanding the effect of
Section 106 of the Original Mortgage, as amended, in respect of such Bonds, shall
assume the obligation (which shall be absolute and unconditional) to irrevocably deposit
with the Trustee such additional sums of money, if any, or additional government
obligations (meeting the requirements of Section 106), if any, or any combination
thereof, at such time or times, as shall be necessary, together with the money and/or
government obligations theretofore so deposited, to pay when due the principal of and
premium, if any, and interest due and to become due on such Bonds or portions thereof,
all in accordance with and subject to the provisions of Section 106; provided, however,
that such instrument may state that the obligation of the Company to make additional
deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a
9
notice asserting the deficiency accompanied by an opinion of an independent accountant
showing the calculation thereof (which opinion shall be obtained at the expense of the
Company); or
(b) an Opinion of Counsel to the effect that the holders of such Bonds,
or portions of the principal amount thereof, will not recognize income, gain or loss for
United States federal income tax purposes as a result of the satisfaction and discharge of
the Company's indebtedness in respect thereof and will be subject to United States
federal income tax on the same amounts, at the same times and in the same manner as if
such satisfaction and discharge had not been effected.
(VD Anything in this Sixty-fourth 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-fifth Series that is due on a date other than a Business
Day shall be made on the next succeeding Business Day without including the additional days
elapsed in the computation of the interest payable on such next succeeding Business Day;
provided, however, that if the Maturity date of any Bond is a date other than a Business Day, the
payment otherwise due at Maturity shall be made on the next succeeding Business Day and shall
include the additional days elapsed in the computation of interest payable on such next
succeeding Business Day.
(VD The Bonds of the Sixty-fifth Series shall have such further terms as are set
forth in Exhibit D hereto. If there shall be a conflict between the terms of the form of bond and
the provisions of the Mortgage, the provisions of the Mortgage shall control to the extent
permiffed by law.
ARTICLE II
Outstanding Bonds
Upon the delivery of this Sixty-fourth Supplemental Indenture, Bonds of the
Sixty-fifth Series in an aggregate principal amount of $165,000,000 are to be issued and will be
Outstanding, in addition to $2,304,200,000 aggregate principal amount of bonds of prior series
Outstanding at the date of delivery of this Sixty-fourth 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.
{RTICLE III
Prospective Amendments of Original Mortgage
SECTION l. Each initial and subsequent holder of Bonds of the Sixty-fiflh
Series, by virtue of its acquisition of an interest therein, shall be deemed, without fuither 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 l,
2015, and set forth in Exhibit E(1) thereto, as amended in Section 2 of Article III of the Sixtieth
10
Supplemental lndenture, dated as of December 1, 2017, and in Exhibits E(2) and E(3) to such
Fifty-eighth Supplemental Indenture.
{RTICLE IV
Miscellaneous Provisions
SECTION 1. The terms defined in the Original Mortgage shall, for all purposes of
this Sixty-fourth Supplemental Indenture, have the meanings specified in the Original Mortgage.
SECTION 2. The Trustee hereby confirms its acceptance of the trusts in the
Original Mortgage declared, provided, created or supplemented and agrees to perform the same
upon the terms and conditions in the Original Mortgage set forth, including the following:
The Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Sixty-fourth Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made by the Company solely. Each and every
term and condition contained in Article XVI of the Original Mortgage shall apply to and form
part of this Sixty-fourth Supplemental lndenture 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-fourth Supplemental
Indenture.
SECTION 3. Whenever in this Sixty-fourth Supplemental Indenture either of the
parties hereto is named or referred to, this shall, subject to the provisions of Articles XV and
XVI of the Original Mortgage be deemed to include the successors and assigns of such party,
and all the covenants and agreements in this Sixty-fourth Supplemental Indenture contained by
or on behalf of the Company, or by or on behalf of the Trustee, or either of them, shall, subject as
aforesaid, bind and inure to the respective benefits of the respective successors and assigns of
such parties, whether so expressed or not.
SECTION 4. Nothing in this Sixty-fourth Supplemental lndenture, 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-fourth Supplemental
Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this Sixty-fourth 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-fourth Supplemental Indenture shall be executed in
several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
SECTION 6. The titles of the several Articles of this Sixty-fourth Supplemental
Indenture shall not be deemed to be any part thereof.
ll
IN WITNESS WHEREOF, on the 23rd day of September, 2020, AVISTA
CORPORATION has caused its corporate name to be hereunto affixed, and this instrument to be
signed and sealed by its President or one of its Vice Presidents. and its corporate seal to be
attested by its Corporate Secretary or one of its Assistant Corporate Secretaries for and in its
behalf, all in The City of Spokane, Washington, as of the day and year first above written; and on
the 23rd day of September, 2020, 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 is Senior Trust Officers or one of its Trust Officers and its corporate seal to
be affested by one of its Vice Presidents or one of its Trust Offtcers, all in The City of New York,
New York, as of the day and year first above written.
AVISTA CORPORATION
By
Name: Mark T. Thies
Title: Executive Vice President,
Chief Financial Officer and Treasurer
Gregory C.ler
Title: Vice President, General Counsel,
Corporate Secretary and Chief Ethics and Compliance Officer
Executed, sealed and delivered
by AVISTA CORPORATION
in the presence of:
Name: Jason E.
ame Thilo
t2
CITIBANK N.A., as
By
Name:
fitle: Senior Tnrst Officer
Attest:
Hannon
Senior Tnrst Officer
sealed and tlelivered
by CITIBANII N.A.,
as the presence of:
A. Piscitelli
Name: Shelley Lee
l3
STATE OF WASHINGTON )
) ss.:
couNTY oF SPOKANE )
On the 23rd day of September, 2A20, before me personally appeared Mark T.
Thies, to me known to be a the Executive Vice President, the Chief Financial Officer and the
Treasurer of AVISTA CORPORATION, one of the corporations that executed the within and
foregoing instrument, and acknowledged said instrument to be the free and voluntary act and
deed of said Corporation for the uses and purposes therein mentioned and on oath stated that he
was authorized to execute said instrument and that the seal affixed is the corporate seal of said
Corporation.
On the 23rd day of September,2020, before me, a Notary Public in and for the
State and County aforesaid, personally appeared Mark T. Thies, known to me to be the Executive
Vice President, the Chief Financial Officer and the Treasurer of AVISTA CORPORATION, one
of the corporations that executed the within and foregoing instrument and acknowledged to me
that such Corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
\E D6 i\rLL*Dtriln['
Notary PublicON
1OTARp
PUBLIC
6asngx!
DEBBIE DEUBEL
Notary Public
State of Washington
Commission Expires May 9,2021
l4
STATEOFNEWYORK )
) ss.:
couNTYoFNEWYORK )
On the ltt day of Septermber, 2020 before me personally agpeared Danny Lee,
to me known to bs a Sert'or Trust OfEcer of CITIBAI',IK, N.A., one,of the corporations-that
executed the within and foregoing instnnnen! and acknowlodged said instnuneut to be the f,ree
and votuntary act and deed of said Corporadon &r the uses and purpos€s therein rnentioned and
on oath stated that she was authorized to execute said instnrment and that theseal-affixed-is the
corporate seal of said Corporation
On the 11 day of Septembe4 2020, befiore me,-a'Notary Pnblic jn and for the
State and County aforesai4 personally appeared Danny Lee, knoum to-me to be.a Senior Trust
Offrcer of CITIBANII N.A., one:of the corporations that executed the within and foregoing
instrument and-acknowledged to me that such Corporation exeouted thesame.
IN WITNESS WHEREOF, I-have hereunto set my-handard affixed myofficial
seal the day and year first abovE written.
llot*}4^-L,D
KateMolina
Nstry Public
State ofNewYork
No.0lMO6387l27
Qualified in Richmond County
My Commission Expircs February 4,2023
1s
:ffil&1jgrffi-?!:fr,;,1
EXHIBIT A
MORTGAGE, SUPPLEMENTAL INDENTURES
AI\ID SERIES OF BONDS
MORTGAGEOR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOt]NT
OUTSTANDINGNO.DESIGNATION
Original June I, 1939 I 3-l/2olo Series due 1964 $22,000,000 None
I
October l, 1952 2 3-ll2% Series due 1982
(changed to 3-314o/oin
Twelfth Supplemental
Indenture)
30,000,000 None
2 May I, 1953 J 3-718%Series due 1983 10,000,000 None
J December l, 1955 None
4 March 15, 1957 None
5 July 1, 1957 4 4-7 l8o/o Series due I 987 30,000,000 None
6 January l, l95E 5 4-l/8o/o Series due 1988 20,000,000 None
7 August l, 1958 6 4-318o/o Series due 1988 r5,000,000 None
8 January l, 1959 7 4-3/4o/o Series due 1989 15,000,000 None
9 January l, 1960 8 5-318% Series due 1990 10,000,000 None
l0 April 1, 1964 9 4-518% Series due 1994 30,000,000 None
ll March I ,1965 t0 4-5l87o Series due 1995 r0,000,000 None
t2 May 1,1966 None
l3 August l, 1966 ll 67o Series due 1996 20,000,000 None
t4 April l, 1970 t2 9-ll4oZ Series due 2000 20,000,000 None
l5 May 1,1973 l3 7 -7 I 8o/o Series due 2003 20,000,000 None
t6 February 1,1975 l4 9-318% Series due 2005 25,000,000 None
t7 November l, 1976 15 8-3/4% Series due 2006 30,000,000 None
18 June I, 1980 None
19 January I, l98l 16 l4-ll8% Series due l99l 40,000,000 None
Subtotals $347,000,000 None
A-1
MORTGAGE OR
STIPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOT'NT
ISSUEI)
PRINCIPAL
AMOUNT
OUTSTANDINGNO.DESIGNATION
20 August l, 1982 t7 l5-314o/o Series due 1990-
1992
$60,000,000 None
2t September l, 1983 l8 l3-ll2o/o Series due 2013 60,000,000 None
22 March l, 1984 l9 l3-l/4o/o Series due 1994 60,000,000 None
23 December l, 1986 20 9-ll4% Series due 2016 80,000,000 None
24 January I, 1988 2l l0-318o/o Series due 2018 50,000,000 None
25
October l, 1989 22
23
7-ll8o/o Series due 2013
7-215%oSeies due 2016
66,700,000
r7,000,000
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 l, 1994 25 Secured Medium-Term
Notes, Series B
($25 0,000,000 authorized)
161,000,000 None
28 September l,2001 26 Collateral Series due 2002 220,000,000 None
29 December l, 2001 27 7.757o Series due 2007 150,000,000 None
30 May 1,2002 28 Collateral Series due 2003 225,000,000 None
3l 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
JJ May 1,2004 3l Collateral Series due 2005 3s0,000,000 None
34 November 1,2004 32 5.457o Series due 2019 90,000,000 None
35 December l, 2004 JJ Collateral Series 20044 88,850,000 25,000,000
36
December 1,2004 34
35
Collateral Series 20048
Collateral Series 2004C
66,700,000
17,000,000
None
None
37 December l, 2004 36 Collateral Series 2004D 350,000,000 None
38
May l,2005 37
38
Collateral Series 2005B
Collateral Series 2005C
66,700,000
17,000,000
None
None
39
November 1,2005 39 6.25%o Series due 2035 100,000,000
50,000,000
100,000,000
50,000,000
Subtotals $2,885,950,000 $r88,500,000
A-2
MORTGAGEOR
STIPPLEMENTAL
INDENTURE DATEDASOF
SERIES PRINCIPAL
AMOUNT
ISSTIED
PRINCIPAL
AMOUNT
OITSTANDINGNO.DESIGNATION
40 April 1,2006 40 Collateral Series due 201 I $320,000,000 None
4t December 1,2006 4t 5.70% Series ilte 2037 150,000,000 150,000,000
42 April l,2008 42 5.95% Series due 2018 250,000,000 None
43 November 1,2008 43 Collateral Series 20084 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 20088 17,000,000 None
46 September l, 2009 46 5.125o/o Series due 2022 250,000,000 250,000,000
47 November 1,2009 47 Collateral Series 20094 75,000,000 None
48
December 1,2010 48
49
Collateral Series 20104
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
52,000,000
35,000,000
50 December 1,2010 52 1.68% Series due 2013 s0,000,000 None
5l February 1,2011 53 Collateral Series 201 lA 400,000,000 None
52 August l, 201 t 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 due2047 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 20 I 4A 400,000,000 None
57 December 1,2014 58 4.ll%Series dre2044 60,000,000 60,000,000
58 December l, 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 3.91olo Series dne 2047 90,000,000 90,000,000
6t 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 r80,000,000 180,000,000
63 June l, 2020 64 Collateral Series 20204 400,000,000 400,000,000
Subtotals $3.947.700.000
Totals $7.180,650,000
$2.1 1s.700.000
$2.304.200.000
A-3
EXHIBIT B
FILING AI\D RECORDING OF
SIXTY.THIRD SUPPLEMENTAL INDENTURE
FILING IN STATE OFFICES
Financing Statement
I)ocument NumberStateOffice of Date
Washington Secretary of State 717/20 r 393 106
Idaho Secretary of State 7t27120 2020109245r
Montana Secretary of State 7t22120 20200542238
Oregon Secretary of State 716/2020 92450567
RECORDING TN COUNTY OFFICES
County Office of
Real Estate Mortgage Records
Financing
Statement
Document
Number
Date
Document
Number Book Pase
ll'ashinston
Adams Auditor 6129/20 324821 N/A N/A N/A
Asotin Auditor 6129120 366759 N/A N/A N/A
Benton Auditor 6130/20 2020-022748 N/A N/A N/A
Douelas Auditor 6t29t20 3231708 N/A N/A N/A
Ferrv Auditor 6129120 0293981 N/A N/A N/A
Franklin Auditor 6130120 l9l6l88 N/A N/A N/A
Garfield Auditor 6130120 20202306 N/A N/A N/A
Grant Auditor 6129/20 1428844 N/A N/A N/A
Klickitat Auditor 6129120 1140562 N/A N/A N/A
Lewis Auditor 6130120 3526256 N/A N/A N/A
Lincoln Auditor 6129120 2020-04844t5 N/A N/A N/A
Pend Oreille Auditor 6129120 20200339349 N/A N/A N/A
Skamania Auditor 6t29120 2020-001577 N/A N/A N/A
Spokane Auditor 816120 69s2690 N/A N/A N/A
Stevens Auditor 6129/20 2020 0004815 N/A N/A N/A
Thurston Auditor 7129120 4770679 N/A N/A N/A
Whitman Auditor 719120 759431 N/A N/A N/A
Idaho
Benewah Recorder 6130/20 287286 N/A N/A N/A
Bonner Recorder 717120 960347 N/A N/A N/A
Boundary Recorder 6129120 28233s N/A N/A N/A
Clearwater Recorder 6129120 238t57 N/A N/A N/A
B-l
Idaho Recorder 6129120 524429 N/A N/A N/A
Kootenai Recorder 717120 2762352000 N/A N/A N/A
Latah Recorder 6/29120 606638 N/A N/A N/A
RECORDING IN COUNTY OFFICES
Countv Office of
Real Estate Mortsase Records Financing
Statement
Document
NumberDate
Document
Number Book Pase
Idaho kont )
Lewis Recorder 6129120 r48442 N/A N/A N/A
Nez Perce Recorder 7/13/20 878006 N/A N/A N/A
Shoshone Recorder 717/20 504097 N/A N/A N/A
Montana
Bie Horn Clerk & Recorder 6129t20 360222 N/A N/A N/A
Broadwater Clerk & Recorder 716/20 I 85838 N/A N/A N/A
Golden Valley Clerk & Recorder 6129/20 84046 M 20464 N/A
Meaeher Clerk & Recorder 6/30120 r46458 N/A N/A N/A
Mineral Clerk & Recorder 6129120 t21584 N/A N/A
Rosebud Clerk & Recorder 6130120 0123010 NiA N/A N/A
Sanders Clerk & Recorder 6t29t20 3 I 6839 NiA N/A N/A
Stillwater Clerk & Recorder 6129120 379t63 N/A N/A N/A
Treasure Clerk & Recorder 6/29120 84490 N/A N/A N/A
Wheatland Clerk & Recorder 6129/20 rt478 M 31102 N/A
Yellowstone Clerk & Recorder 6/30/20 3926063 N/A N/A N/A
Oreson
Douglas Recorder 7/14120 2020-012013 N/A N/A N/A
Jackson Recorder 7/8120 2020-023354 N/A N/A N/A
Josephine Recorder 6130t20 2020-009205 N/A N/A N/A
Klamath Recorder 6129120 2020-007927 N/A N/A N/A
Morrow Recorder 6t30/20 2020-46720 N/A N/A N/A
Union Recorder 6129120 20202002 N/A N/A N/A
Wallowa Recorder 6/30120 0008203 1 N/A N/A N/A
B-2
EXHIBIT C
PROPERTY ADDITIONS
First
ADDITIONAL PROTECTION, MITIGATION AI\[D ENHANCEMENT
PROPERTY of the Company, real, personal, or mixed, acquired, constructed andlor 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, andlor 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:
Sanders County, Montana: "Trout Creek Boat Ramp", granted by Trout Creek
Community Improvement Association, Inc., a Montana non-profit corporation of
Thompson Falls, Sanders County, dated July 29,202A; the following real estate, situated
in the county of Sanders, State of Montana:
A tract of land in that portion of the SEI/4NWl 14 and the SWI/4NEI|4 of Section 17,
Township 24 North, Range3l West, PMM, Sanders County, Montana, lying between
Montana Highway 200 and the Avista Project Boundary on the left bank of the Noxon
Rapids Reservoir as per Volume 75 of Deeds, at page 96, records of Sanders County,
Montana more particularly described on Certificate of Survey No. 3513.
Commonly known as: Trout Creek Boat Ramp - Tax ID: 11629
SUBJECT TO easements, reservations, restrictions, conditions and covenants of record.
Second
BUSINESS OFFICE(S) AND/OR MISCELLAI\EOUS REAL ESTATE, in the State
of Washington, to wit:
Spokane County, Washington: "Hatch Beacon Transmission Corridor", granted by Patricia
R. Hatch, a widow, aka Patricia R. Wakefield, dated June l, 2020; the following described
real estate, situated in the County of Spokane, State of Washington:
A strip of land 200 feet in width across the North half of the Southwest quarter of said
Section 2, Township 25 North, Range 43 East, W.M., the center line of said 200 foot strip of
land being more particularly described as follows, to-wit:
Beginning at a point on the South line of the North half of the Southwest quarter of said
Section 2, 945 feet east of the Southwest corner of said North half of the Southwest quarter
of said Section 2 and running thence North 55'l3ll2 feet East a distance of 2,067 feet, more
or less, to a point on the East line of said North half of the Southwest quarter of said Section
1.
Situate in the City of Spokane, Spokane County, Washington.
Subject To: Easements, Restrictions, Reservations, Conditions, and Covenants of Record.
Tax Parcel Number(s): 35023.00 I 4
c-1
(Form of Bond)
AVISTA CORPORATION
First Mortgage Bond, 3.07% Series due 2050
EXHIBIT D
PPN:053798 D#l
REGISTERED
q
REGISTERED
NO.
AVISTA CORPORATION, a corporation of the State of Washington
(hereinafter called the "Company"), fo. value received, hereby promises to pay to
, or registered assigns, on September 30, 2050 (the "Stated Maturity Date")
DOLLARS
and to pay the registered owner hereof interest thereon semi-annually in arrears on March 31 and
September 30 in each year (each such date, an "Interest Payment Date"), commencing March 31,
202I, and at Maturity (as hereinafter defined), at the rate of three and seven one-hundredths per
centum (3.07%) 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 September 30,2020 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
Name:
Title:
ATTEST
Name
Title:
TRUSTEE'S CERTIFICATE
This bond is one of the bonds of the series herein designated, described or
provided for in the within-mentioned Mortgage.
CITIBANK, N.A.
Trustee
By
D-l
Authorized Signatory
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-fourth Supplemental Indenture
referred to below) preceding each lnterest 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-fourth 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, 3.070 Series due 2050, 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-fourth Supplemental Indenture, dated as of September 1,2020 (the "Sixty-
fourth Supplemental Indenture"), and, as so amended and supplemented, is herein called the
"Mortgage". Reference is made to the Mortgage for a description of the property mortgaged and
pledged, the nature and extent of the security, the rights of the holders of the bonds and of the
Trustee in respect thereof, the duties and immunities of the Trustee, the terms and conditions
upon which the bonds are and are to be secured and the circumstances under which additional
bonds may be issued. [f there shall be a conflict between the terms of this bond and the
provisions of the Mortgage, the provisions of the Mortgage shall control to the extent permitted
by law. The holder of this bond, by its acceptance hereof, shall be deemed to have consented
and agreed to all of the terms and provisions of the Mortgage and, further, in the event that such
holder shall not be the sole beneficial owner of this bond, shall be deemed to have agreed to use
all commercially reasonable efforts to cause all direct and indirect beneficial owners of this bond
to have knowledge of the terms and provisions of the Mortgage and of this bond and to comply
therewith, including particularly, but without limitation, any provisions or restrictions in the
Mortgage regarding the transfer or exchange of such beneficial interests and any legend set forth
on this bond.
D-2
The Mortgage may be modified or altered by affirmative vote of the holders of at
least 60%o in principal amount of the bonds outstanding under the Mortgage, considered as one
class, or, if the rights of one or more, but less than all, series of bonds then outstanding are to be
affected, then such modification or alteration may be effected with the affirmative vote only of
60Yo in principal amount of the bonds outstanding of the series so to be affected, considered as
one class, and, furthetrnore, for limited pulposes, 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-fourth Supplemental Indenture.
The principal hereof together with all accrued and unpaid interest hereon, 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 Manhaffan, 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 attomey, 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-3
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 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
redeemedplus accrued and unpaid interest on such bonds to the date of redemption.
"Par Call Date" means March 31,2050.
"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 the 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.
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").
D-4
"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 Govemors 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.
No recourse shall be had for the payment of the principal of or premium, if any, or
interest on this bond against any incorporator or any past, present or future subscriber to the
capital stock, stockholder, officer or director of the Company or of any predecessor or successor
corporation, as such, either directly or through the Company or any predecessor or successor
corporation, under any rule of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers
and directors being released by the holder or owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage.
This bond shall not become obligatory until Citibank, N.A., the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
D-5
ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
[please insert social security or other identifring number of assigaee]
[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.
D-6