20200610Compliance Filing.pdf

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June 10,2020
Diane Hanian
Idaho Public Utilities Commission
472 W . Washington Street
Boise, D 83702
CaseNo. AVU-U-20-01
We are submitting the following information in compliance with the Commission's Order No. 34604 under
Case No. AVU-U- l7-0 I to enter into credit facilities up to $500,000,000. An informational notice regarding
this issuance was previously provided to staff of the Commission.
On June 4,2020,Avista Corporation (the Company) amended its $400.0 million committed line of credit
agreement with various banks. The amendment also provides the Company the option to request an
extension of the committed line of credit for an additional one yearbeyond April 18, 202Z,provided there
is no event ofdefault prior to the requested extension.
The amended commiued line of credit is secured by $400.0 million of non-transferable First Mortgage
Bonds of the Company issued to the agent bank. Such First Mortgage Bonds would only become due and
payable in the event, and then only to the extent, that the Company defaults on its obligations under the
committed line of credit.
The amended committed line of credit agreement contains customary covenants and default provisions,
including a covenant not to permit the ratio of "consolidated total debt" to "consolidated total
capitalization" of Avista Corporation to be greater than 65 percent at the end of any fiscal quarter.
Attached is the term sheet for this issuance and the 63rd supplernental indenture that was executed in
connection to this issuance.
Please contact Karrie Wilson at [phone] if you have any questions.
Sincerely,
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Jason E. Lang
Director of Finance, Risk and Assistant Treasurer
Page 1 ofl
Execution Version

AVISTA CORPORATION
TO
CITIBANK, N.A.
As Successor Trustee under
Mortgage and Deed of Trust,
dated as of June 1, 1939
________________________
Sixty-third Supplemental Indenture
Providing among other things for a series of bonds designated
“First Mortgage Bonds, Collateral Series, 2020A”
Due April 18, 2022
________________________
Dated as of June 1, 2020

#6140741

1

SIXTY-THIRD SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the 1st day of June, 2020, 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-third 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-second Supplemental Indentures and, if the context shall
so require, as to be supplemented by this Sixty-third Supplemental Indenture, being herein
sometimes called the “Mortgage”); and
WHEREAS the Original Mortgage and the First through Sixty-first Supplemental
Indentures have been appropriately filed or recorded in various official records in the States of
Washington, Idaho, Montana and Oregon, as set forth in the First through Sixty-second
Supplemental Indentures and the Instrument of Further Assurance, dated December 15, 2001,
hereinafter referred to; and
WHEREAS the Sixty-second Supplemental Indenture, dated as of November 1,
2019, has been appropriately filed or recorded in the various official records in the States of
Washington, Idaho, Montana and Oregon, as set forth in Exhibit B hereto; and
WHEREAS for the purpose of confirming or perfecting the lien of the Mortgage
on certain of its properties, the Company has heretofore executed and delivered a Short Form
Mortgage and Security Agreement, in multiple counterparts dated as of various dates in 1992,
2

and such instrument has been appropriately filed or recorded in the various official records in the
States of Montana and Oregon; and
WHEREAS for the purpose of confirming or perfecting the lien of the Mortgage
on certain of its properties, the Company has heretofore executed and delivered an Instrument of
Further Assurance dated as of December 15, 2001, and such instrument has been appropriately
filed or recorded in the various official records in the States of Washington, Idaho, Montana and
Oregon; and
WHEREAS in addition to the property described in the Mortgage the Company
has acquired certain other property, rights and interests in property; and
WHEREAS Section 120 of the Original Mortgage, as heretofore amended,
provides that, without the consent of any holders of bonds, the Company and the Trustee, at any
time and from time to time, may enter into indentures supplemental to the Original Mortgage for
various purposes set forth therein, including, without limitation, to cure ambiguities or correct
defective or inconsistent provisions or to make other changes therein that shall not adversely
affect the interests of the holders of bonds of any series in any material respect or to establish the
form or terms of bonds of any series as contemplated by Article II; and
WHEREAS 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-third
Supplemental Indenture and the terms of the Bonds of the Sixty-fourth 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-third
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
3

confirms the grant, bargain, sale, release, conveyance, assignment, transfer, mortgage, pledge,
setting over and confirmation unto the Trustee, contained in the Mortgage, of all the following
described properties of the Company, whether now owned or hereafter acquired, namely:
All of the property, real, personal and mixed, of every character and
wheresoever situated (except any hereinafter or in the Mortgage expressly
excepted) which the Company now owns or, subject to the provisions of
Section 87 of the Original Mortgage, may hereafter acquire prior to the
satisfaction and discharge of the Mortgage, as fully and completely as if herein or
in the Mortgage specifically described, and including (without in anywise limiting
or impairing by the enumeration of the same the scope and intent of the foregoing
or of any general description contained in Mortgage) all lands, real estate,
easements, servitudes, rights of way and leasehold and other interests in real
estate; all rights to the use or appropriation of water, flowage rights, water storage
rights, flooding rights, and other rights in respect of or relating to water; all plants
for the generation of electricity, power houses, dams, dam sites, reservoirs,
flumes, raceways, diversion works, head works, waterways, water works, water
systems, gas plants, steam heat plants, hot water plants, ice or refrigeration plants,
stations, substations, offices, buildings and other works and structures and the
equipment thereof and all improvements, extensions and additions thereto; all
generators, machinery, engines, turbines, boilers, dynamos, transformers, motors,
electric machines, switchboards, regulators, meters, electrical and mechanical
appliances, conduits, cables, pipes and mains; all lines and systems for the
transmission and distribution of electric current, gas, steam heat or water for any
purpose; all towers, mains, pipes, poles, pole lines, conduits, cables, wires, switch
racks, insulators, compressors, pumps, fittings, valves and connections; all motor
vehicles and automobiles; all tools, implements, apparatus, furniture, stores,
supplies and equipment; all franchises (except the Company’s franchise to be a
corporation), licenses, permits, rights, powers and privileges; and (except as
hereinafter or in the Mortgage expressly excepted) all the right, title and interest
of the Company in and to all other property of any kind or nature.
The Company hereby acknowledges that, as of the date of this Sixty-third
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
4

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,
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-third 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.
5

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-fourth Series of Bonds
SECTION 1. (I) There shall be a series of bonds designated “First Mortgage
Bonds, Collateral Series 2020A” (herein sometimes referred to as the “Bonds of the Sixty-fourth
Series”), each of which shall also bear the descriptive title First Mortgage Bond, and the form
thereof is set forth on Exhibit D hereto. The Bonds of the Sixty-fourth 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-fourth Series shall have the following terms and
characteristics:
(a) the Bonds of the Sixty-fourth Series shall be initially authenticated
and delivered under the Mortgage in the aggregate principal amount of $400,000,000;
(b) the principal of the Bonds of the Sixty-fourth Series shall (unless
theretofore paid) be payable on the Stated Maturity Date (as hereinafter defined);
(c) the Bonds of the Sixty-fourth Series shall bear interest at the rate of
eight per centum (8%) per annum; interest on the Bonds of the Sixty-fourth Series shall
accrue from and including June 4, 2020, except as otherwise provided in the form of
bond attached hereto as Exhibit D; interest on the Bonds of the Sixty-fourth Series shall
be payable on each Interest Payment Date and at Maturity (as each of such terms is
hereinafter defined); and interest on the Bonds of the Sixty-fourth Series during any
period for which payment is made shall be computed in accordance with the Credit
Agreement (as hereinafter defined);
(d) the principal of and premium, if any, and interest on each Bond of
the Sixty-fourth 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-fourth Series (other than interest payable at Maturity)
shall be payable, in similar coin or currency, directly to the registered owner thereof in
the manner provided for payments under the Credit Agreement;
(e) the Bonds of the Sixty-fourth Series shall not be redeemable, in
whole or in part, at the option of the Company;
(f) (i) the Bonds of the Sixty-fourth Series are to be issued and
delivered to the Administrative Agent (as hereinafter defined) in order to provide the
6

benefit of the lien of the Mortgage as security for the obligation of the Company under
the Credit Agreement to pay the Obligations (as hereinafter defined), to the extent and
subject to the limitations set forth in clauses (iii) and (iv) of this subdivision;
(ii) upon the earliest of (A) the occurrence of an Event of
Default (as hereinafter defined) under the Credit Agreement, other than an Event of
Default referred to in clause (B) below, and further upon the condition that, in accordance
with the terms of the Credit Agreement, (1) the Commitments (as hereinafter defined)
shall have been or shall have terminated and any Loans (as hereinafter defined) shall have
been declared to be or shall have otherwise become due and payable immediately, (2) the
Administrative Agent shall have demanded that the Company provide cash collateral in
the amount of the total LC Exposure (as hereinafter defined), if any, and (3) the
Administrative Agent shall have delivered to the Company a notice demanding
redemption of the Bonds of the Sixty-fourth Series which notice states that it is being
delivered pursuant to Article VII of the Credit Agreement; (B) the occurrence of an Event
of Default under paragraph (g) or (h) of Article VII of the Credit Agreement; and (C) the
Stated Maturity Date, then all Bonds of the Sixty-fourth Series shall be redeemed or paid
immediately at the principal amount thereof plus accrued interest to the date of
redemption or payment;
(iii) the obligation of the Company to pay the accrued interest
on Bonds of the Sixty-fourth Series on any Interest Payment Date prior to Maturity (A)
shall be deemed to have been satisfied and discharged in full in the event that all amounts
then due in respect of the Obligations shall have been paid or (B) shall be deemed to
remain unsatisfied in an amount equal to the aggregate amount then due in respect of the
Obligations and remaining unpaid (not in excess, however, of the amount otherwise then
due in respect of interest on the Bonds of the Sixty-fourth Series);
(iv) the obligation of the Company to pay the principal of and
accrued interest on Bonds of the Sixty-fourth Series at or after Maturity (A) shall be
deemed to have been satisfied and discharged in full in the event that (1) all amounts then
due in respect of the Obligations shall have been paid and (2) no Letter of Credit (as
hereinafter defined) shall remain outstanding (or all outstanding Letters of Credit shall
have been cash collateralized in full pursuant to the terms of the Credit Agreement) or
(B) shall be deemed to remain unsatisfied in an amount equal to the sum of (1) the
aggregate amount then due in respect of the Obligations and remaining unpaid plus (2)
the aggregate stated amount of all outstanding Letters of Credit to the extent that such
Letters of Credit have not been cash collateralized pursuant to the terms of the Credit
Agreement (not in excess, however, of the amount otherwise then due in respect of
principal of and accrued interest on the Bonds of the Sixty-fourth Series); and
(v) the Trustee shall be entitled to presume that the obligation
of the Company to pay the principal of and interest on the Bonds of the Sixty-fourth
Series as the same shall become due and payable shall have been fully satisfied and
discharged unless and until it shall have received a written notice from the Administrative
Agent, signed by an authorized officer thereof, stating that the principal of and/or interest
7

on the Bonds of the Sixty-fourth Series has become due and payable and has not been
fully paid, and specifying the amount of funds required to make such payment;
(g) no service charge shall be made for the registration of transfer or
exchange of Bonds of the Sixty-fourth Series;
(h) in the event of an application by the Administrative Agent for a
substituted Bond of the Sixty-fourth Series pursuant to Section 16 of the Original
Mortgage, the Administrative Agent shall not be required to provide any indemnity or
pay any expenses or charges as contemplated in said Section 16;
(i) if the Expiration Date (as hereinafter defined) shall have been
extended pursuant to any provision of the Credit Agreement, and if the Company shall
have furnished to the Trustee written evidence of such extension, executed by the
Administrative Agent, the Stated Maturity Date shall, without further act, be deemed to
have been extended to the Expiration Date (as so extended); provided, however, that in
no event shall the Stated Maturity Date be so extended beyond December 31, 2050; and.
(j) the Bonds of the Sixty-fourth Series shall have such other terms as
are set forth in the form of bond attached hereto as Exhibit B.
Anything in this Sixty-third Supplemental Indenture or in the Bonds of the Sixty-fourth
Series to the contrary notwithstanding, if, at the time of the Maturity of the Bonds of the Sixty-
fourth Series, the stated aggregate principal amount of the Bonds of the Sixty-fourth Series then
Outstanding shall exceed the aggregate amount of the Commitments (provided, that the
aggregate amount of the Commitments shall be determined without regard to any termination of
the Commitments at such time or pursuant to Section 2.10(a) or Article VII of the Credit
Agreement), the aggregate principal amount of the Bonds of the Sixty-fourth Series shall be
deemed to have been reduced by the amount of such excess.
(III) For all purposes of this Article I, except as otherwise expressly provided
or unless the context otherwise requires, the terms defined below shall have the meanings
specified:
“Administrative Agent” means MUFG Union Bank, N.A. (formerly known as
Union Bank, N.A.), in its capacity as Administrative Agent under the Credit Agreement,
together with its successors and assigns in such capacity.
“Bond Delivery Agreement” means the Bond Delivery Agreement, dated as of
June 4, 2020, between the Company and the Administrative Agent, as the same may be
amended, amended and restated, supplemented or otherwise modified from time to time.
“Commitments” shall have the meaning specified in the Credit Agreement.
“Credit Agreement” means the Credit Agreement, dated as of February 11, 2011,
among the Company, the lenders party thereto, The Bank of New York Mellon, KeyBank
National Association and U.S. Bank National Association, as Co-Documentation Agents,
Wells Fargo Bank, National Association, as Syndication Agent and an Issuing Bank, and
8

MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.), as Administrative
Agent and an Issuing Bank; as such Credit Agreement was amended, supplemented or
otherwise modified by that certain First Amendment to Credit Agreement and Waiver
Thereunder, dated as of December 14, 2011, among the Company, the lenders party
thereto, Wells Fargo Bank, National Association, as an Issuing Bank, and MUFG Union
Bank, N.A. (formerly known as Union Bank, N.A.), as Administrative Agent and an
Issuing Bank; as such Credit Agreement was further amended, supplemented or
otherwise modified by that certain Second Amendment to Credit Agreement, dated as of
April 18, 2014, among the Company, the lenders party thereto, Wells Fargo Bank,
National Association, as an Issuing Bank, and MUFG Union Bank, N.A. (formerly
known as Union Bank, N.A.), as Administrative Agent and an Issuing Bank; as such
Credit Agreement was further amended, supplemented or otherwise modified by that
certain letter agreement entitled “Extension of Expiration Date of Credit Facility”, dated
May 16, 2016, by MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.), as
Administrative Agent, to the Company; as such Credit Agreement was further amended,
supplemented or otherwise modified by that certain Third Amendment to Credit
Agreement, dated as of June 4, 2020, among the Company, the lenders party thereto, U.S.
Bank National Association, as an Issuing Bank, Wells Fargo Bank, National Association,
as an Issuing Bank and MUFG Union Bank, N.A. (formerly known as Union Bank,
N.A.), as Administrative Agent and an Issuing Bank; and as such Credit Agreement may
be further amended, amended and restated, supplemented or otherwise modified from
time to time after the date of this Sixty-third Supplemental Indenture.
“Event of Default” shall have the meaning specified in the Credit Agreement.
“Expiration Date” shall have the meaning specified in the Credit Agreement.
“Interest Payment Date” means each March 31, June 30, September 30 and
December 31, commencing on June 30, 2020.
“LC Exposure” shall have the meaning specified in the Credit Agreement.
“Letter of Credit” shall have the meaning specified in the Credit Agreement.
“Loans” shall have the meaning specified in the Credit Agreement.
“Maturity” means the date on which the principal of the Bonds of the Sixty-fourth
Series becomes due and payable, whether at stated maturity, upon redemption or
acceleration, or otherwise.
“Obligations” shall have the meaning specified in the Bond Delivery Agreement.
“Stated Maturity Date” means April 18, 2022 or such later date to which such
date shall have been extended as provided in subsection II(i) above.
A copy of the Credit Agreement is on file at the office of the Administrative
Agent at 445 South Figueroa Street, Los Angeles, CA 90071 and at the office of the Company at
1411 East Mission Avenue, Spokane, WA 99202.
9

ARTICLE II

Outstanding Bonds
Upon the delivery of this Sixty-third Supplemental Indenture, Bonds of the Sixty-
fourth Series in an aggregate principal amount of $400,000,000 are to be issued and will be
Outstanding, in addition to $1,904,200,000 aggregate principal amount of bonds of prior series
Outstanding at the date of delivery of this Sixty-third Supplemental Indenture (which amount
excludes $400,000,000 in aggregate principal amount of First Mortgage Bonds, Collateral Series
2014A that are to be retired simultaneously with the issuance and delivery of the Bonds of the
Sixty-fourth Series); 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
Each initial and subsequent holder of Bonds of the Sixty-fourth 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-third 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-third 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-third 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-third Supplemental
Indenture.
SECTION 3. Whenever in this Sixty-third Supplemental Indenture either of the
parties hereto is named or referred to, this shall, subject to the provisions of Articles XV and
10

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-third 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-third 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-third Supplemental
Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this Sixty-third Supplemental
Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of
the parties hereto, and of the holders of the bonds Outstanding under the Mortgage.
SECTION 5. This Sixty-third 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-third Supplemental
Indenture shall not be deemed to be any part thereof.
________________________
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
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
A-2

MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDING NO. DESIGNATION
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
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
52,000,000
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
A-3

MORTGAGE OR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDING NO. DESIGNATION
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 400,000,000 400,000,0001
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
TOTAL OUTSTANDING $2,304,200,000

1 To be retired in connection with the delivery of $400,000,000 of First Mortgage Bonds, Collateral Series 2020A.

B-1

EXHIBIT B

FILING AND RECORDING OF
SIXTY-SECOND SUPPLEMENTAL INDENTURE
FILING IN STATE OFFICES
State Office of Date
Financing Statement
Document Number
Washington Secretary of State 1/10/20 1389465
Idaho Secretary of State 1/21/20 20200110090
Montana Secretary of State 1/29/20 20200088235
Oregon Secretary of State 1/8/2020 92151467

RECORDING IN COUNTY OFFICES
County Office of

Real Estate Mortgage Records Financing
Statement
Document
Number Date
Document
Number Book Page
Washington
Adams Auditor 12/23/19 323290 N/A N/A N/A
Asotin Auditor 12/24/19 364416 N/A N/A N/A
Benton Auditor 12/23/19 2019-041178 N/A N/A N/A
Douglas Auditor 12/23/19 3226487 N/A N/A N/A
Ferry Auditor 12/23/19 0293070 N/A N/A N/A
Franklin Auditor 12/23/19 1906374 N/A N/A N/A
Garfield Auditor 12/23/19 20190565 N/A N/A N/A
Grant Auditor 12/23/19 1419706 N/A N/A N/A
Klickitat Auditor 12/23/19 1137692 N/A N/A N/A
Lewis Auditor 12/23/19 3515607 N/A N/A N/A
Lincoln Auditor 12/23/19 2019-0482958 N/A N/A N/A
Pend Oreille Auditor 12/23/19 20190337540 N/A N/A N/A
Skamania Auditor 12/23/19 2019-002555 ` N/A N/A
Spokane Auditor 12/20/19 6876027 N/A N/A N/A
Stevens Auditor 12/26/19 2019 0009906 N/A N/A N/A
Thurston Auditor 1/21/20 4731987 N/A N/A N/A
Whitman Auditor 12/23/19 756246/756247 N/A N/A N/A

B-2

RECORDING IN COUNTY OFFICES
County Office of
Real Estate Mortgage Records

Financing
Statement
Document
Number Date
Document
Number Book Page
Idaho
Benewah Recorder 12/23/19 285652 N/A N/A N/A
Bonner Recorder 1/3/20 951282 N/A N/A N/A
Boundary Recorder 12/23/19 280239 N/A N/A N/A
Clearwater Recorder 12/23/19 237111 N/A N/A N/A
Idaho Recorder 1/3/20 522081 N/A N/A N/A
Kootenai Recorder 12/23/19 2728769000 N/A N/A N/A
Latah Recorder 1/6/20 603311 N/A N/A N/A
Lewis Recorder 1/3/20 147993 N/A N/A N/A
Nez Perce Recorder 1/6/20 872669 N/A N/A N/A
Shoshone Recorder 1/7/20 502242 N/A N/A N/A

Montana
Big Horn Clerk & Recorder 12/23/19 359392 N/A N/A N/A
Broadwater Clerk & Recorder 12/23/19 184396 N/A N/A N/A
Golden Valley Clerk & Recorder 12/23/19 83891 M 20126 N/A
Meagher Clerk & Recorder 12/23/19 146113 N/A N/A N/A
Mineral Clerk & Recorder 5/21/20 121410 N/A N/A
Rosebud Clerk & Recorder 12/23/19 0122091 N/A N/A N/A
Sanders Clerk & Recorder 12/23/19 315194 N/A N/A N/A
Stillwater Clerk & Recorder 12/26/19 377451 N/A N/A N/A
Treasure Clerk & Recorder 12/26/19 84335 N/A N/A N/A
Wheatland Clerk & Recorder 12/27/19 111285 M 7715 N/A
Yellowstone Clerk & Recorder 12/27/19 3906848 N/A N/A N/A

Oregon
Douglas Recorder 12/23/19 2019-019974 N/A N/A N/A
Jackson Recorder 1/13/20 2020-001177 N/A N/A N/A
Josephine Recorder 12/23/19 2019-016388 N/A N/A N/A
Klamath Recorder 12/23/19 2019-014907 N/A N/A N/A
Morrow Recorder 12/30/19 2019-45688 N/A N/A N/A
Union Recorder 12/26/19 20193799 N/A N/A N/A
Wallowa Recorder 12/23/19 00081150 N/A N/A N/A

C-1

EXHIBIT C
PROPERTY ADDITIONS

First

THE ADDITIONAL ELECTRIC SUBSTATIONS AND SUBSTATION SITES of
the Company, in the State of Washington, including all buildings, structures, towers, poles,
equipment, appliances and devices for transforming, converting and distributing electric energy,
and the lands of the Company on which the same are situated and all of the Company’s real
estate and interests therein, machinery, equipment, appliances, devices, appurtenances and
supplies, franchises, permits and other rights and other property forming a part of said
substations or any of them, or used or enjoyed or capable of being used or enjoyed in connection
with any thereof, including, but not limited to, the following situated in the State of Washington,
to wit:

(1) Spokane County, Washington: “Southeast Substation”, granted by Ida L. Rotter, a
single woman, dated January 16, 2020; Lots 22 and 23, Pine Wood Acres,
According To The Plat Thereof Recorded In Volume “K” Of Plats, Page 6, Records
Of Spokane County, Washington;

Except Beginning At The Northwest Corner Of Said Tract 22;
Thence East Along The North Line Thereof 116 Feet;
Thence South, Parallel To The West Line Of Said Tract 22, A Distance Of 218
Feet;
Thence East, Parallel To The North Line Of Said Tracts 22 and 23, A Distance Of
38 Feet;
Thence South, Parallel To The West Line Of Said Tract 22, A Distance Of 82 Feet,
More Or Less, To The South Line Of Said Tract 23;
Thence West, Along Said South Line 154 Feet To The Southwest Corner of Said
Tract 22;
Thence North, Along Said West Line To The Point Of Beginning.

Situate In The County Of Spokane, State Of Washington.

(2) Spokane County, Washington: “Melville Substation and Switching Station”,
granted by JJJJ Ltd Partnership, a Washington Partnership, dated January 16, 2020;
A parcel of land being a portion of Parcel “D” as described in Statutory Warranty
Deed, Auditor’s File Number (A.F.N.) 5431552, located in the South half of
Section 12, Township 24 North, Range 41 East, W. M., Spokane County,
Washington, and being more particularly described as follows:

COMMENCING at the Southeast Section Corner of said Section 12, monumented
by a found Railroad (RR) spike monument as shown on Records of Survey,
A.F.N.’s 6800756, 6573793 and 4869951, records of Spokane County, Washington,
C-2
from which the South Quarter Corner of said Section 12, monumented by a found ½
inch iron rod with illegible cap monument, as shown on Records of Survey, A.F.N.
4869951, 4272177 and in Survey Book 45 at Page 99, records of Spokane County,
Washington, bears South 87 40’12” West, a distance of 2658.95 feet and also from
which the calculated East Quarter Corner of said Section 12, as shown on Records
of Survey, A.F.N’s. 6800756, 6573793, 5435096, 4869951 and 4272177, records of
Spokane County, Washington, bears North 02°18’02” West, a distance of 2655.35
feet;

Thence along the South line of the Southeast Quarter of said Section 12, South
87°40’12” West, a distance of 2658.95 feet to the said South Quarter Corner of said
Section 12, monumented with a found ½ inch iron rod with illegible cap;

Thence leaving said South line and along the Center Section line of said Section 12,
North 02°26’19” West, a distance of 30.00 feet, to a found 5/8 inch iron rod as
shown on Record of Survey in Book 45 at Page 99, monumenting the POINT OF
BEGINNING of the herein description;

Thence leaving said Center Section line, and along a line 30 foot offset and parallel
with the South line of the Southwest Quarter of said Section 12, South 87°40’33”
West, a distance of 420.24 feet, to the Easterly Right of Way line of Interstate 90,
monumented with a found 5/8 inch iron rod as shown on Record of Survey in Book
45 at Page 99;

Thence leaving said parallel line and along said Easterly Right of Way line, North
32°47’25” East, a distance of 728.51 feet, to a point on the said Center Section line,
monumented with a found 5/8 inch iron rod, marked “PLS 7580” as shown on
Record of Survey in Book 45 at Page 99;

Thence leaving said Center Section line and continuing along the said Easterly
Right of Way line, North 32°47’25” East, a distance of 150.80 feet, to a point
monumented with a set iron rod, 5/8 inch diameter, 30 inches long, with a yellow
plastic cap marked “PLS 49729”;

Thence leaving said Easterly Right of Way line, North 87°40’12” East, a distance
of 958.35 feet, to a point monumented with a set iron rod, 5/8 inch diameter, 30
inches long, with a yellow plastic cap marked “PLS 49729”;

Thence, South 02°19’48” East, a distance of 719.27 feet, to a point 30 foot offset
from the South Line of the said Southeast Quarter, monumented with a set iron rod,
5/8 inch diameter, 30 inches long, with a yellow plastic cap marked “PLS 49729”;

Thence along a line, 30 foot offset and parallel with the South line of the Southeast
Quarter of said Section 12, South 87°40’12” West, a distance of 1043.97 feet, to the
POINT OF BEGINNING;
Tax Parcel Number(s): 14125.9087 PTN
C-3
(3) Kootenai County, Idaho: “Prairie Substation” , granted by Cecil’s Cove LLC, an Idaho
limited liability company, dated March 12, 2020; the following described premises,
situated in Kootenai County, Idaho, to-wit:

The North Half of Tract 2, Block 36, Second Addition to Post Falls Irrigation District,
According to the Plat Recorded in Book “C” of Plat, Page 83, Records of Kootenai
County, Idaho.

Except for the North 20 Feet Thereof.

(4) Latah County, Idaho: “North Moscow Substation”, granted by Toehead, LLC, an Idaho
limited liability company, dated January 23, 2020; Grantor, for good and valuable
consideration, the receipt and sufficiency whereof is hereby acknowledged, and for the
purposes of a boundary line adjustment, does by these presents, remises, releases and
forever quitclaims unto Grantee and to Grantee’s successors and assigns, all of Grantor’s
interest in the real property situated in the County of Latah, State of Idaho, legally
described as:

A legal description for a parcel of land located in the SW ¼ of Section 6, T39N, R5W,
BM. Being more particularly described as follows:

Commencing at the southeast corner of the SE ¼ of the SW ¼ of Section 6, Thence
N0°30’27”E, 1306.93 feet to the northeast corner of the SE ¼ of the SW ¼ of Section 6,
Thence S62°19’00”W, 343.50 feet to the southeast corner of Warranty Deed, Instrument
#229706, Thence along the east line of said Warranty Deed, N6°43’15”W, 38.00 feet to
the Point of Beginning.

Thence continuing along said east line, N6°43’15”W, 122.00 feet to the
northeast corner of said Warranty Deed;
Thence leaving said east line, along the extension of the north line of
said Warranty Deed, N83°16’26”E, 20.87 feet;
Thence S2°59’09”W, 123.77 feet to the Point of Beginning.

Subject to Harden County Road right-of-way.

Second

BUSINESS OFFICE(S) AND/OR MISCELLANEOUS REAL ESTATE, in the State
of Washington, to wit:

(1) Stevens County, Washington: “Tum Tum Spokane River License”, granted by Lori
L. Sowl, an unmarried woman, dated October 29, 2019; The following described
real estate, situated in the County of Stevens, State of Washington: Tract No. 22,
Suncrest Recreational Tracts, according to Plat thereof recorded August 20, 1968,
under Auditor’s File NO. 391012, Stevens County, Washington.
EXHIBIT D
D-1
(Form of Bond)
This bond is non-transferable, except to a successor
Administrative Agent under the Credit Agreement referred to herein.
AVISTA CORPORATION
First Mortgage Bond,
Collateral Series 2020A
REGISTERED REGISTERED
NO. _________________ $400,000,000
AVISTA CORPORATION, a corporation of the State of Washington
(hereinafter called the “Company”), for value received, hereby promises to pay to
, as Administrative Agent under the Credit Agreement hereinafter referred to or registered
assigns, on April 18, 2022 (or such later date to which such stated maturity date shall have been
extended as provided below, the “Stated Maturity Date”)

FOUR HUNDRED MILLION DOLLARS

and to pay the registered owner hereof interest thereon from June 4, 2020 in arrears on March 31,
June 30, September 30 and December 31 of each year, commencing June 30, 2020 (each such
date being hereinafter called an “Interest Payment Date”), and at Maturity (as hereinafter
defined), at the rate of eight per centum (8%) per annum computed as provided in the Sixty-third
Supplemental Indenture hereinafter referred to, until the Company’s obligation with respect to
the payment of such principal shall have been discharged, all in accordance with, and subject to,
the provisions hereinafter set forth.
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 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 directly to the registered owner
hereof. 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, Collateral Series 2020A, 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-third Supplemental Indenture, dated as of June 1, 2020 (the “Sixty-third
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.
The Mortgage may be modified or altered by affirmative vote of the holders of at
least 60% in principal amount of the bonds outstanding under the Mortgage, considered as one
class, or, if the rights of one or more, but less than all, series of bonds then outstanding are to be
affected, then such modification or alteration may be effected with the affirmative vote only of
60% in principal amount of the bonds outstanding of the series so to be affected, considered as
one class, and, furthermore, for limited purposes, the Mortgage may be modified or altered
without any consent or other action of holders of any series of bonds. No modification or
alteration shall, however, permit an extension of the Maturity of the principal of, or interest on,
this bond or a reduction in such principal or the rate of interest hereon or any other modification
in the terms of payment of such principal or interest or the creation of any lien equal or prior to
the lien of the Mortgage or deprive the holder of a lien on the mortgaged and pledged property
without the consent of the holder hereof.
The bonds of this series are not redeemable, in whole or in part, at the option of
the Company.
The bonds of this series have been issued and delivered to MUFG Union Bank,
N.A. (formerly known as Union Bank, N.A.), as Administrative Agent under the Credit
Agreement (as such terms are defined in the Sixty-third Supplemental Indenture) in order to

D-3
provide the benefit of the lien of the Mortgage as security for the obligation of the Company
under the Credit Agreement to pay the Obligations (as so defined), to the extent and subject to
the limitations set forth below. Subject to the terms and conditions specified in the Sixty-third
Supplemental Indenture, the Stated Maturity Date shall be automatically extended upon the
extension of the Expiration Date (as such term is defined in the Sixty-third Supplemental
Indenture) pursuant to any provision of the Credit Agreement, but in no event beyond December
31, 2050.
Upon the earliest of (A) the occurrence of an Event of Default (as defined in the
Sixty-third Supplemental Indenture) under the Credit Agreement, other than an Event of Default
referred to in clause (B) below, and further upon the condition that, in accordance with the terms
of the Credit Agreement, (1) the Commitments (as so defined) shall have been or shall have
terminated and any Loans (as so defined) shall have been declared to be or shall have otherwise
become due and payable immediately, (2) the Administrative Agent shall have demanded that
the Company provide cash collateral in the amount of the total LC Exposure (as so defined), if
any, and (3) the Administrative Agent shall have delivered to the Company a notice demanding
redemption of the bonds of this series which notice states that it is being delivered pursuant to
Article VII of the Credit Agreement, (B) the occurrence of an Event of Default under paragraph
(g) or (h) of Article VII of the Credit Agreement, and (C) the Stated Maturity Date, then all
bonds of this series shall be redeemed or paid immediately at the principal amount thereof plus
accrued interest to the date of redemption or payment.
The obligation of the Company to pay the accrued interest on bonds of this series
on any Interest Payment Date prior to Maturity (a) shall be deemed to have been satisfied and
discharged in full in the event that all amounts then due in respect of the Obligations shall have
been paid or (b) shall be deemed to remain unsatisfied in an amount equal to the aggregate
amount then due in respect of the Obligations and remaining unpaid (not in excess, however, of
the amount otherwise then due in respect of interest on the bonds of this series).
The obligation of the Company to pay the principal of and accrued interest on
bonds of this series at or after Maturity (x) shall be deemed to have been satisfied and discharged
in full in the event that (1) all amounts then due in respect of the Obligations shall have been
paid and (2) no Letter of Credit (as defined in the Sixty-third Supplemental Indenture) shall
remain outstanding (or all outstanding Letters of Credit shall have been cash collateralized in full
pursuant to the terms of the Credit Agreement) or (y) shall be deemed to remain unsatisfied in an
amount equal to the sum of (1) the aggregate amount then due in respect of the Obligations and
remaining unpaid plus (2) the aggregate stated amount of all outstanding Letters of Credit to the
extent that such Letters of Credit have not been cash collateralized pursuant to the terms of the
Credit Agreement (not in excess, however, of the amount otherwise then due in respect of
principal of and accrued interest on the bonds of this series).
Anything in this bond to the contrary notwithstanding, if, at the time of the
Maturity of the bonds of this series, the stated aggregate principal amount of such bonds then
outstanding shall exceed the aggregate amount of the Commitments (provided that the aggregate
amount of the Commitments shall be determined without regard to any termination of the
Commitments at such time or pursuant to Section 2.10(a) or Article VII of the Credit
Agreement), the aggregate principal amount of such bonds shall be deemed to have been reduced
by the amount of such excess.

D-4
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.
This bond is non-transferable except as required to effect transfer to any successor
administrative agent under the Credit Agreement, any such transfer to be made 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
Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of
bonds of the same series of other authorized denominations.
No recourse shall be had for the payment of the principal of 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 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.

1
Avista Corporation
Organizational Materials
April 2020
Attachment A
2
LOAN MARKETS
Review of Existing Credit Facility & Proposed Terms
Summary Terms
Existing Proposed
Borrower Avista Corporation
Secured Ratings A- / A3
Facility Type Revolving Credit Revolving Credit
Security Secured Secured
Purpose General Corporate
Amount $400MM $400MM
Accordion $100MM $100MM
LC Sublimit $200MM $200MM
Extension Options Tw o, 1-year extension options or
One, 2-year option (60 days prior to Maturity) Tw o, 1-year extension options
Maturity April 18, 2021 April 18, 2022
Covenant Consolidated Debt / Cap < 65% Consolidated Debt / Cap < 65%
Upfront Fees 10.0 bps (2-year Extension) 10.0 bps “old money”
20.0 bps “new money”
Arranger Fees 2014: $150K / 2016: $75K $275K to MUFG
Pricing Grids
Secured Ratings (bps)
LIBOR
Spread
(L+bps)
-
Spread
(L+bps) (bps)
LIBOR
Spread
(L+bps)
-
Spread
(L+bps)
> A+ / A1 7.5 67.5 75.0 12.5 87.5 100.0
A / A2 10.0 77.5 87.5 15.0 97.5 112.5
A- / A3 12.5 87.5 100.0 17.5 107.5 125.0
BBB+ / Baa1 17.5 95.0 112.5 22.5 115.0 137.5
BBB / Baa2 20.0 105.0 125.0 25.0 125.0 150.0
< BBB- / Baa3 25.0 125.0 150.0 30.0 145.0 175.0
•The vintage 2011 credit
agreement will need to be
updated to include standard
market provisions:
–Libor Replacement
–EU Bail-in provision
–Beneficial Ow nershipprovision
–Updated sanctions language
•Rationalize fronting commitments
from $100MM to $50MM for each
JLA
3
Disclaimer
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Bank, N.A. (“MUB”), MUFG Securities Americas Inc., or other MUFG group companies (collectively, "MUFG") is or should be construed as investment advice, a recommendation or proposal to enter into a particular transaction or
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