20220328Compliance Filing.pdf

March 28,2022
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(sJan Noriyuki
Idaho Public Utilities Commission
472W. Washington Sffeet
Boise, lD 83702 ..i L{-;'if)
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Case No. AVU-U-21-03
We are submitting the following information in compliance with the Commission's Order No. 34386 and
Order No. 35286 under Case No. AW-U-21-03 for the sale of securities not to exceed $710,000,000.
On March 17,2022, Avista Corp. issued $400.0 million of 4.00 percent First Mortgage Bonds due in
2052 under a bond purchase agreement and were registered under the Securities Act of 1933. The new
First Mortg4ge Bonds were issued under and in accordance with the Mortgage and Deed of Trust, dated
as of June 1,1939, from the Company to Citibank, N.A., trustee, as amended and supplemented by
various supplemental indentures and other instruments.
In connection with pricing of the First Mortgage Bonds, which took place prior to the issuance of these
bonds, we cash settled thirteen interest rate swap contracts and paid a total of $17.0 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 bonowings
outstanding under the Company's $400.0 million committed line of credit.
Table l.
f.i
t,
-'{5
(*)
{
Item Dollar Amount Percent of Total
Gross Proceeds
Discount
Underrvriters' Discount
Proceeds Payable to Applicant
Interest Rate Sweps
Legal
Other Fees
$ 400,000,000 100.0%(144,000) -0.04%(3.500,000) -0.88%
396,356,000 99.09%(t'1,035,230) 4.26%(124.817) -0.03%(635,095) -0.t6%
Net Proceedsr $ 121,754,430 94,64/"
Attached is the term sheet for this issuance and the 66th supplemental indenture that was executed in
connection to this issuance.
Please contact Carly Guillory at [phone] if you have any questions.
I The Company is expecting additional fees primarily related to additional legal expenses curently unbilled, which
may reduce the Company's net proceeds.
Sincerely
Jason Lang
Director of Finance, Risk and Assistant Treasurer
,littsra
lssuer:
Security:
Ratings (Moody's/S&P)* :
Principal Amount:
Trade Date:
Settlement Date**:
Maturity Date:
Interest Payment Dates:
Coupon:
Public Offering Price:
Yield to Maturity:
Benchmark Treasury:
Spread to Benchmark Treasury:
Benchmark Treasury Price:
Benchmark Treasury Yield:
Optional Redemption:
CUSIP/ISIN:
Joint Book-Running Managers:
Filed Pursuant to Rule 433
Registration No. 333-23 143 I
March 8,2022
AVISTA CORPORATION
$400,000,000
First Mortgage Bonds,
4.00% Series due2052
PRICING TERM STIEET
Avista Corporation
FirstMortgage Bonds, 4.00% Series due2052
.A.3 (Moody's), A- (S&P)
$400,000,000
March 8,2022
March 17,2022 (T+7)
April1,2052
April I and October I of each year, commencing
October 1,2022
4.00%
99.964% of the principal amount
4.002%
1.875% due November 15,2051
175 bps
9t-28
2.2s2%
Make-whole call at any time prior to October 1,2051
at 30 bps spread over Benchmark Treasury.
Callable on or after October l, 2051 at par.
053798 AR8 / US05379BAR87
Bof,A Securities,lnc.
MUFG Securities Americas [nc.
U.S. Bancorp Invesfinents, Inc.
Wells Fargo Securities, LLC
C.L. King & Associates,Inc.
J.P. Morgan Securities LLC
KeyBanc Capital Markets Inc.
Co-Managers:
* A security rating is not a recommendation to buy, sell or hold securities and should be
evaluated independently of any other rating. Each rating is subject to revision or withdrawal at
any time by the assigning rating organization. Each security rating agency has its own
methodology for assigning ratings, and, accordingly, each rating should be considered
independently of all other ratings.
** Pursuant to Rule l5c6-l under the Securities Exchange Act of 1934, as amended, trades
in the secondary market generally are required to settle in two business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade securities
prior to the date that is two business days before the settlement date will be required, by virtue of
the fact that the securities initially will settle T+7 (on March 17, 2022), to speciff an altemate
settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of
securities who wish to trade securities prior to the date that is two business days before the
settlement date should consult their own advisors.
The issuer has filed a registration statement (including a prospectus and a preliminary prospectus
supplement) with the Securities and Exchange Commission, or SEC, for the offering to which
this communication relates. Before you invest, you should read the prospectus in that
registration statement, the preliminary prospectus supplement and other documents the issuer has
filed with the SEC, which are incorporated therein by reference, for more complete information
about the issuer and this offering. You may obtain these documents for free by visiting EDGAR
on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
BofA Securities, Inc. toll-free at l-800-294-1322, MUFG Securities Americas Inc. toll-free at 1-
877-649-6848, U.S. Bancorp Investments, Inc. toll-free at l-877-558-2607 or Wells Fargo
Securities, LLC toll-free at l-800-645-3751.
AYISTA CORPORATION
TO
CTTIBANK N.A"
As Successor Trustee under
Mortgage and Deed of Trast,
datedasofJune I,1939
Sixty-sixth Supplemental Indenture
Prwiding among other thingsfor a series of boads designated
"First Mortgage Bordg 4.00%o Series &E 2052"
Due Morch I, 2052
Darcd as of March 1,2022
SD(TY.SIXTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the l't day of March, 2022,between AVISTA
CORPORATION (formerly known as The Washington Water Power Company), a corporation of
the State of Washington, whose post office address is l4l I East Mission Avenue, Spokane,
Washington 99202 (the "Compatry"), 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, l4e 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-sixth 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, FrancisM. 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-fifth Supplemental Indentures and, if the context shall so
require, as to be supplemented by this Sixty-sixth Supplemental Indenture, being herein
sometimes called the "Mortgage"); and
WHEREAS the Original Mortgage and the First Supplemental Indenture, dated as
of October l, 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
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 [ndenture, dated as of December l, 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 1,20021' 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
lnstrument 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 Thinieth Supplemental Indenture through the Sixty-
third Supplemental lndenture, dated as of June 1,2020, were appropriately filed and recorded in
the various official records in the States of Washington, Idaho, Montana and Oregon, as set forth
in the Thirty-first Supplemental lndenture, dated as of May 1,2003, through the Sixty- fifth
Supplemental Indenture, dated as of September l, 2021; and
WHEREAS the aforesaid Sixty-fifth Supplemental Indenture has been
appropriately filed or recorded in the various official records in the States of Washington, Idaho,
Montana and Oregon, as set forth in Exhibit B hereto; and
WHEREAS in addition to the property described in the Mortgage the Company
has acquired certain other properly, rights and interests in property; and
WHEREAS Section 120 of the Original Mortgage, as heretofore amended,
provides that, without the consent of any holders of bonds, the Company and the Trustee, at any
time and from time to time, may enter into indentures supplemental to the Original Mortgage for
various purposes set forth therein, including, without limitation, to cure ambiguities or correct
defective or inconsistent provisions or to make other changes therein that shall not adversely
affect the interests of the holders of bonds of any series in any material respect or to establish the
form or terms of bonds of any series as contemplated by Article II; and
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WHEREAS, the Company now desires to amend Section 59 and Section 52 of the
Original Mortgage, as heretofore amended, as set forth in 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 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 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-sixth
Supplemental Indenture and the terms of the Bonds of the Sixty-seventh 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-sixth
Supplemental Indenture a valid, binding and legal instrument have been performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Company,
in consideration of the premises and of other good and valuable consideration, the receipt and
sufficiency whereof are hereby acknowledged, hereby confirms the estate, title and rights of the
Trustee (including, without limitation, the lien of the Mortgage on the property of the Company
subjected thereto, whether now owned or hereafter acquired) held as security for the payment of
both the principal of and interest and premium, if any, on the bonds from time to time issued
under the Mortgage according to their tenor and effect and the performance of all the provisions
of the Mortgage and of such bonds, and, without limiting the generality of the foregoing, hereby
confirms the grant, bargain, sale, release, conveyance, assignment, transfer, mortgage, pledge,
setting over and confirmation unto the Trustee, contained in the Mortgage, of all the following
described properties of the Company, whether now owned or hereafter acquired, namely:
All of the property, real, personal and mixed, of every character and
wheresoever situated (except any hereinafter or in the Mortgage expressly
excepted) which the Company now owns or, subject to the provisions of
Section 87 of the Original Mortgage, may hereafter acquire prior to the
satisfaction and discharge of the Mortgage, as fully and completely as if herein or
in the Mortgage specifically described, and including (without in anywise limiting
or impairing by the enumeration of the same the scope and intent of the foregoing
or of any general description contained in Mortgage) all lands, real estate,
easements, servitudes, rights of way and leasehold and other interests in real
estate; all rights to the use or appropriation of water, flowage rights, water storage
rights, flooding rights, and other rights in respect of or relating to water; all plants
for the generation of electricity, power houses, dams, dam sites, reservoirs,
flumes, raceways, diversion works, head works, waterways, water works, water
3
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 dishibution 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, fumiture, 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-sixth
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 gtanted, 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
4
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 forlh in the
Mortgage, this Sixty-sixth Supplemental lndenture being supplemental to the Mortgage.
AND IT IS HEREBY FURTI{ER 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 prope$, 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-seventh Series of Bonds
SECTION l. (I) There shall be a series of bonds designated "First Mortgage
Bonds, 4.00o/o Series due 2052" (herein sometimes referred to as the "Bonds of the Sixty-seventh
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-seventh 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.
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(II) The Bonds of the Sixty-seventh Series shall have the following terms and
characteristics
(a) the Bonds of the Sixty-seventh Series shall be initially
authenticated and delivered under the Mortgage in the aggregate principal amount of
$400,000,000; it being understood that, subject to the satisfaction of the conditions set
forth in the Mortgage, there shall be no limit upon the aggregate principal amount of
Bonds of the Sixty-seventh Series that may be authenticated and delivered thereunder.
(b) the principal of the Bonds of the Sixty-seventh Series shall (unless
theretofore paid) be payable on the Stated Maturity Date (as hereinafter defined);
(c) the Bonds of the Sixty-seventh Series shall bear interest at the rate
of four per centum (4.00%) per annum; interest on the Bonds shall accrue from and
including March 17, 2022, 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 Maturrty (as hereinafter defined); and interest on the Bonds during any period less
than one year for which payment is made shall be computed on the basis of a 360-day
year consisting of trvelve 30-days months;
(d) the principal of and premium, if any, and interest on each Bond of
the Sixty-seventh 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-seventh 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.
Interest payable at Maturity shall be paid to the person to whom principal shall be paid.
(e) Prior to October 1,2051 (the "Par Call Date"), the Company may
redeem the Bonds of the Sixty-seventh Series at its option, in whole or in part, at any
time and from time to time, at a redemption price equal to the greater of:
(i) (A) the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the redemption date (assuming the
notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day
year consisting of trvelve 30-day months) at the Treasury Rate plus 30 basis
points less (B) interest accrued to the redemption date, and
(ii) 100% of the principal amount of the Bonds to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
6
On or after the Par Call Date, the Company may redeem the Bonds of the Sixty-seventh
Series, in whole or in part, at any time and from time to time, at a redemption price equal to
100% of the principal amount of the Bonds being redeemed plus accrued and unpaid
interest thereon to the redemption date.
"Treasury Rate" means, with respect to any redemption date, the yield determined
by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New
York City time (or after such time as yields on U.S. govemment securities are posted
daily by the Board of Governors of the Federal Reserve System), on the third business
day preceding the redemption date based upon the yield or yields for the most recent day
that appear after such time on such day in the most recent statistical release published by
the Board of Governors of the Federal Reserve System designated as "Selected Interest
Rates @aily) - H.15" (or any successor designation or publication) ("H.15") under the
caption "U.S. government securities-Treasury constant mafurities-Nominal" (or any
successor caption or heading). In determining the Treasury Rate, the Company shall
select, as applicable:
(i) the yield for the Treasury constant maturity on H.l5 exactly equal to the
period from the redemption date to the Par Call Date (the "Remaining Life"); or
(ii) if there is no such Treasury constant maturity on H.l5 exactly equal to the
Remaining Life, the two yields - one yield corresponding to the Treasury constant
maturity on H.l5 immediately shorter than and one yield corresponding to the
Treasury constant maturity on H.l5 immediately longer than the Remaining Life
- and shall interpolate to the Par Call Date on a straight-line basis (using the
actual number of days) using such yields and rounding the result to three decimal
places; or
(iii) if there is no such Treasury constant maturity on H.l5 shorter than or longer
than the Remaining Life, the yield for the single Treasury constant maturity on
H.15 closest to the Remaining Life.
For purposes of this paragraph, the applicable Treasury constant maturity or maturities on
H.l5 shall be deemed to have a maturity date equal to the relevant number of months or
years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.l5 is no longer
published or, if published, no longer contains the yields for nominal Treasury constant
maturities, the Company shall calculate the Treasury Rate based on the rate per annum
equal to the semi-annual equivalent yield to maturity at 1l:00 a.m., New York City time,
on the second business day preceding such redemption date of the United States Treasury
security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable.
If there is no United States Treasury security maturing on the Par Call Date but there are
two or more United States Treasury securities with a maturity date equally distant from
the Par Call Date, one with a maturity date preceding the Par Call Date and one with a
7
maturity date following the Par Call Date, the Company shall select the United States
Treasury security with a maturity date preceding the Par Call Date. If there are two or
more United States Treasury securities maturing on the Par Call Date or two or more
United States Treasury securities meeting the criteria of the preceding sentence, the
Company shall select from among these two or more United States Treasury securities
the United States Treasury security that is trading closest to par based upon the average
of the bid and asked prices for such United States Treasury securities at I l:00 a.m., New
York City time. In determining the Treasury Rate in accordance with the terms of this
paragraph, the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices (expressed as a
percentage of principal amount) at I l:00 a.m., New York City time, of such United States
Treasury security, and rounded to three decimal places.
The Company's actions and determinations in determining the redemption price
shall be conclusive and binding for all purposes, absent manifest error.
(0 Notice of redemption of Bonds of the Sixty-seventh Series shall be
given by mail, facsimile transmission or other direct written electronic means not less
than ten (10) nor more than sixty (60) days prior to the date fixed for redemption.
(g) If less than all of the Outstanding Bonds of the Sixty-seventh
Series are to be redeemed, the particular Bonds to be redeemed shall be selected by the
Trustee by such method of random selection as the Trustee shall deem fair and
appropriate; provided, however, that ii as indicated in an officer's certificate, the
Company shall have offered to purchase all the bonds of the Sixty-seventh series then
Outstanding and less than all of such Bonds shall have been tendered to the Company for
such purchase, the Trustee, if so directed by the Company, shall select for redemption all
such Bonds that have not been so tendered. The portion of any Bond to be redeemed
shall be in the principal amount of $1,000 or an integral multiple thereof and such
rounding allocations as may be requisite for this purpose shall be made by the Trustee in
its uncontrolled discretion. The Trustee shall promptly notiff the Company in writing of
the distinctive numbers of the Bonds and the portions thereof so selected for redemption.
(h) Excep as provided in this subsection (II) of Section 1,
(i) the Bonds of the Sixty-seventh Series shall not be
redeemable prior to the Stated Maturity Date; and
(ii) no amount other than the principal of and interest on the
Bonds of the Sixty- seventh Series shall be payable in respect of the Bonds at Maturity
(as hereinafter defined) or otherwise.
([I) (a) At the option of the registered owner, any Bonds of the Sixty-
seventh Series, upon surender 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.
8
The Bonds of the Sixty-seventh 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-seventh 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 ffansfer of
Bonds of the Sixty-seventh Series; provided, however, that the Company shall not be required to
make any transfer or exchange of any Bonds of the Sixty-seventh 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-sixth Series
which shall have been selected for redemption in whole or in part.
(b) The Bonds of the Sixty-seventh Series are initially to be issued in
global form, registered in the name of a securities depositary (a "Depositary') or a
nominee thereof. Notwithstanding the provisions of subdivision (a) above, the Bonds
shall not be transferable, nor shall any purported transfer be registered, except as follows:
O the Bonds of the Sixty-seventh Series may be transferred in
whole, and appropriate registration of transfer effected, to the Depositary, or by the
Depositary to a nominee thereof or by any nominee of the Depositary to any other
nominee thereof, or by the Depositary or any nominee thereof to any successor
Depositary or any nominee thereof;
(iD the Bonds of the Sixty-seventh Series may be transferred in
whole, and appropriate registration of transfer effected, to the beneficial holders thereof,
and thereafter shall be transferable, if:
(A) the Depositary, shall have notified the Company and the
Trustee that O it is unwilling or unable to continue to act as securities
depositary with respect to such Bonds or (II) it is no longer a clearing
agency registered under the Securities Exchange Act of 1934, as amended,
and, in either case, the Trustee shall not have been notified by the
Company within one hundred twenty (120) days of the identity of a
successor Depositary with respect to the Bonds; or
(B) the Company shall have delivered to the Trustee a written
order to the effect that the Bonds shall be so transferred to the beneficial
owners thereof on and after a date specified therein.
The Bonds of the Sixty-seventh Series shall initially be registered in the name of
Cede & Co., as nominee for The Depository Trust Company ("DTC").
The Bonds of the Sixty-seventh Series, when in global form, shall bear a legend
as to such global form and the foregoing restrictions on transfer substantially as
set forth below:
9
This is a global bond held by a securities depositary or a nominee
thereof for the benefit of the beneficial owners hereof. This bond
may not be transferred, nor may any purported transfer be
registered, except as provided in the Mortgage referred to below.
So long as the Bonds of the Sixty-seventh Series are Outstanding in global form
and are registered in the name of Cede & Co, as nominee for DTC, the Bonds
shall also bear a legend substantially as set forth below (or as othenvise required
orpermitted by DTC from time to time):
Unless this bond certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC'), to the issuer or its agent for registration of
transfer, exchange or payment, and any new bond certificate issued
is registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFLIL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
0V) For all purposes of this Sixty-sixth Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise requires, the terms listed below,
when used with respect to the Bonds of the Sixty-seventh Series, shall have the meanings
specified below:
"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.
"Interest Payment Date" means April I and October I in each year,
commencing October l, 2022.
uMaturiryf' means the date on which the principal of the Bonds of the
Sixty-seventh 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
March 15 or September 15, as the case may be, next preceding such Interest
Payment Date.
*Stated Maturity Date" means April l, 2052.
(V) Notwithstanding the provisions of Section 106 of the Original Mortgage,
as amended, the Company shall not cause any Bonds of the Sixty-sixth Series, or any portion of
l0
the principal amount thereof, to be deemed to have been paid as provided in such Section and its
obligations in respect thereof to be deemed to be satisfied and discharged prior to the Maturity
thereof unless the Company shall deliver to the Trustee either:
(a) an instrument wherein the Company, notwithstanding the effect of
Section 106 of the Original Mortgage, as amended, in respect of such Bonds, shall
assume the obligation (which shall be absolute and unconditional) to irrevocably deposit
with the Trustee such additional sums of money, if any, or additional government
obligations (meeting the requirements of Section 106), if any, or any combination
thereof, at such time or times, as shall be necessary, together with the money and/or
government obligations theretofore so deposited, to pay when due the principal of and
premium, if any, and interest due and to become due on such Bonds or portions thereof,
all in accordance with and subject to the provisions of Section 106; provided, however,
that such instrument may state that the obligation of the Company to make additional
deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a
notice asserting the deficiency accompanied by an opinion of an independent accountant
showing the calculation thereof (which opinion shall be obtained at the expense of the
Company); or
(b) an Opinion of Counsel to the effect that the holders of such Bonds,
or portions of the principal amount thereof, will not recognize income, gain or loss for
United States federal income tax purposes as a result of the satisfaction and discharge of
the Company's indebtedness in respect thereof and will be subject to United States
federal income tax on the same amounts, at the same times and in the same manner as if
such satisfaction and discharge had not been effected.
(VI) Anything in this Sixty-sixth Supplemental Indenture or the Bonds of the
Sixty-seventh Series to the contrary notwithstanding, any payment of principal of or premium, if
any, or interest on any Bond of the Sixty-seventh 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.
(VID The Bonds of the Sixty-seventh Series shall have such further terms as are
set forttr in Exhibit D hereto. If there shall be a conflict between the terms of the form of bond
and the provisions of the Mortgage, the provisions of the Mortgage shall control to the extent
permitted by law.
ARTICLE II
Outstanding Bonds
Upon the delivery of this Sixty-sixth Supplemental Indenture, Bonds of the Sixty-
seventh Series in an aggregate principal amount of $400,000,000 are to be issued and will be
Outstanding, in addition to $2,557,200,000 aggregate principal amount of bonds of prior series
Outstanding at the date of delivery of this Sixty-sixth Supplemental Indenture (which aggregate
principal amount includes $250,000,000 in principal amount of the First Mortgage Bonds,
ll
5.125% Series due 2022, that mature April l, 2022); it being understood that, subject to the
provisions of the Mortgage, there shall be no limit on the principal amount of bonds that may be
authenticated and delivered under the Mortgage.
ARTICLE III
Amendment of Original Mortgage
SECTION l. Clause (l) in the first paragraph of Section 59 of the Original
Mortgage as mended is hereby amended by adding at the end thereof the following proviso:
; provided, however, that if the Fair Value of such property, as stated in the
Engineer's Certificate required by clause (3) below, is less than two per centum
Q%) of the aggregate principal amount of bonds then Outstanding hereunder, no
Resolution shall be required to be delivered to the Trustee and such description
may be contained in such Engineer's Certificate.
SECTION 2.T1T second paragraph of Section 52 of the Original Mortgage as
amended is hereby amended by adding at the end thereof the following proviso:
; provided, however, that the supplemental indenture or other instrument creating
any series of bonds may speci$ any other minimum notice period for the
redemption of the bonds of such series and a maximum notice period, as well as
any other means of delivery of such notice.
ARTICLE IV
Prospective Amendments of Original Mortgage
SECTION l. Each initial and subsequent holder of Bonds of the Sixty-sixth
Series, by virtue of its acquisition of an interest therein, shall be deemed, without furttrer 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(l) 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.
SECTION 2.Each initial and subsequent holder of the Bonds of the Sixty-seventh
Series, by virtue of its acquisition of an interest therein, shall be deemed, without further act, to
have consented to any or all of the following amendments to the Original Mortgage as heretofore
amended:
(a) the amendment of Section 5 of the Original Mortgage, as
heretofore amended, to delete therefrom the first paragraph thereof and to insert in lieu
thereof three new paragraphs reading substantially as set forth in Exhibit E(l) hereto;
t2
(b) the amendment of the Original Mortgage, as heretofore amended,
to add, immediately following Section 59, a new Section 59A reading substantially as set
forth in Exhibit E(2) hereto; and
(c) the amendment of Section 37 of the Original Mortgage, as
heretofore amended, to read substantially as set forth in Exhibit E(3)hereto;
it being understood that such holders shall also be deemed to have consented to any and all other
changes to the Original Mortgage, as heretofore amended, as shall be necessary in order to avoid
any defects, or ambiguities or inconsistencies that could arise by virtue of the adoption of any of
the amendments contemplated in this section.
ARTICLE V
Miscellaneous Provisions
SECTION l. The terms defined in the Original Mortgage shall, for all purposes of
this Sixty-sixth Supplemental lndenture, 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-sixth 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-sixth 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-sixth Supplemental
Indenture.
SECTION 3. Whenever in this Sixty-sixth Supplemental lndenture 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-sixth 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-sixth 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-sixth Supplemental
lndenture or any covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this Sixty-sixth 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.
l3
SECTION 5. This Si:rty-sirab Supplomeiilal Indenure shall be ex*urcd in
scvoral countotparts, each of rrtioh shall bG an original and all of wtrich shsll constitute btrt one
andthesame in$umcnt"
SECTION 6. Tlre titles of tho scverrl Articles of thio Sixty-sixth Supplemental
Indentrrrc shall not be d€Grcd to be any part thercof.
t4
IN WITNESS WHEREOF, on the 9! Ory of March, 2022, AVISTA
CORPORATION has caused its corporate name to be hereunto affixed, and this instrument to be
signed by its President or one of its Vice Presidents for and on its behalf, in The City of Spokane,
Washington, as of the day and year first above written, and on the 9th day of March,2022,
CITIBANK, N.A., has caused its corporate name to be hereunto affixed, and this instrument to
be signed and sealed by its President or one of its Vice Presidents or one of its Senior Trust
Officers or one of its Trust Officers for and on its behalfl in The City of New York, New York,
all as of the day and year first above written.
AVISTA CORPORATION
Name: Mark T. Thies
Title: Executive Vice President,
Chief Financial Oflicer and Treasurer
CITIBANK, N.A., as Trustee
By
Name: William G. Keenan
Title: Senior Trust Officer
DM+Er8940t.7
l5
STATE OF WASHINGTON )
) ss.:
cor.JNTY OF SPOKANE )
On this t O^rof March, 2[Z2,beforeme 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.
IN WITNESS WHEREOF, I have hereunto set my hand and afTixed my official
seal the day and year first above written.
Nlil-
g0TARI,
Notary Public
DEBBIE DEUBEL
Notary Public
State of Washington
Commission Expires May 9,2025
DM-#EtE940E.7
l6
IN WITNESS WHEREOF, on the g!_ day of March, 2022, AVISTA
CORPORATION l.as caused its corporate name to be he.r:unto affixe4 and this instrument to be
signed by its Presi lent or one of its Vice Presidents for ar,. i on its behalf, -rn The City of Spokane,
Washington, as of the day and year first above writterl and on ttre ?A day of March, 2022,
CITIBANK N.A., has caused its corporate name to be hereunto affixed, and this instnrment to
be signed and sealed by its President or one of its Vice Presidents or one of its Senior Trust
Officers or one of its Trust Officers for and on its behalt in The City of New York, New York,
all as ofthe day and year first above written.
AVISTA CORPORATION
Name: MarkT. Thies
Title: Executive Vice President
Chief Financial Officer and Treasurer
CITIBAIIK, N.A., as Trustee
By
Name: William
Title: SeniorTrustOfficer
DM+8189408.7
l5
STATEOFNEWYORK )
) ss.:
cor.JNTY OF NEW YORK )
On this _9_ Uy of March, 2022 beforeme, a Notary Public in and for the State
of New Yorlq personally appeared William G. Keenarq to me knowg who, being by me duly
sworn, did depose and say: that he resides at 5 Buena Vista Avenue, Rumson, NJ 07760; that he
is a Senior Trust OfEcer of CITIBAIIK, N.A., one of the corporations described in and that
executed the within and foregoing insfrument, such corporation having executed such instnrment
as tnrstee; and that he signed his name thereto by authority of the board of directors of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my ofEcial
seal the day and year first above written.
Brres
Ikte Molina
Notary Public
State ofNew York
No.0lMO6387l27
Qualffied in Ricbmond County
My Commission Expires February 4, 2023
DM-#8189408.7
t7
EXHIBIT A
MORTGAGE, SUPPLEMENTAL INDENTURES
AI\D SERIES OF BONDS
MORTGAGE OR
STIPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRINCIPAL
AMOTINT
ISSUED
PRINCIPAL
AMOUNT
OUTSTANDINGNO.DESIGNATION
Original June l, 1939 I 3-ll2o/o Series due 1964 $22,000,000 None
I
October l, 1952 2 3-l/2olo Series due l9E2
(changed lo3-314o/oin
Twelfth Supplemental
Indenture)
30,000,000 None
2 May I, 1953 J 3-718% Series due 1983 10,000,000 None
3 December l, 1955 None
4 March 15, 1957 None
5 July l,1957 4 4-7lEo/o Series due 1987 30,000,000 None
6 January l, 1958 5 4-ll8o/o Series due 1988 20,000,000 None
7 August l, 1958 6 4-318o/o Series due 1988 15,000,000 None
8 January l, 1959 7 4-314o/o Series due 1989 I 5,000,000 None
9 January I, 1960 8 5-3l87o Series due 1990 10,000,000 None
l0 April I, 1964 9 4-518o/o Series due 1994 30,000,000 None
ll March I ,1965 l0 4-5180/, Series due 1995 10,000,000 None
l2 May 1,1966 None
l3 August l, 1966 It 67o Series due 1996 20,000,000 None
14 April I, 1970 12 9-l/4% Series due 2000 20,000,000 None
l5 May l, 1973 l3 7 -7 / 8o/o Series due 2003 20,000,000 None
l6 February I, 1975 t4 9-3/8o/" Series due 2005 25,000,000 None
l7 November l, 1976 l5 8-3/4% Series due 2005 30,000,000 None
l8 June l. 1980 None
l9 January I, l98l l6 l4-l/8% Series due l99l 40,000.000 None
Subtotals $347,000,000 None
A-l
MORTGAGEOR
SUPPLEMENTAL
INDENTURE DATED AS OF
SERIES PRJNCIPAL
AMOI.]I\T
ISSTIED
PRINCIPAL
AMOUNT
OITTSTANDINGNO.DESIGNATION
20
August l, 1982 l7 15-314% Series due 1990-
t992
$60,000,000 None
2l September I, 1983 l8 l3-ll2o/o Series due 2013 60,000,000 None
22 March I, 1984 l9 l3-ll4% 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 2r 10-318% Series due 2018 50,000,000 None
25
October l, 1989 22
23
7-ll8% Series due 2013
7 -21 5o/o Series due 20 I 6
66,700,000
17,000,000
None
None
26
April l, 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
($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
3l May 1,2003 29 Collateral Series due 2004 245,000,000 None
32 September 1,2003 30 6.l25Yo Series due 2013 45,000,000 None
33 May l,2004 3t Collateral Series due 2005 350,000,000 None
34 November l,2004 32 5.45% 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 1,2004 36 Collateral Series 2004D 350,000,000 None
38
May l,2005 5t
38
Collateral Series 2005B
Collateral Series 2005C
66,700,000
17,000,000
None
None
39
November 1,2005 39 6.257o Series due 2035 100,000,000
50,000,000
100,000,000
50,000,000
Subtotals s2,885,950,000 $r 88.500,000
A-2
MORTGAGE OR
SUPPLEMENTAL
IN'DENTTTRE DATEDAS OF
SERIES PRINCIPAL
AMOUNT
ISSUED
PRINCIPAL
AMOUNT
OT"ITSTANDINGNO.DESIGNATION
40 April l,2006 40 Collateral Series due 201 I $320,000,000 None
41 December l,2006 4t 5.70% Series dua2037 I 50,000,000 r 50.000.000
42 April l, 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 l, 2008 44 7.25% Series due 2013 30,000,000 None
45 December l, 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 20094,75,000,000 None
48
December 1,2010 48
49
Collateral Series 2010A
Collateral Series 2010B
66,700,000
r7,000,000
66,700,000
17,000,000
49
December 1,2010 50
5l
3.89% Series due 2020
5.55olo Series due 2040
52,000,000
35,000,000
None
35,000,000
50 December 1,2010 52 1.68% Series due 2013 50,000,000 None
5l February l, 201 I 53 Collateral Series 201 lA 400,000,000 None
52 August l, 201 I None
53 December l,20ll 54 4.45olo Series due 2041 85,000,000 85,000,000
54 November 1,2012 55 4.23olo Series due 2047 80,000,000 80,000,000
55 August l,2013 56 Collateral Series 20134.90,000,000 None
56 April 1,2014 51 Collateral Series 2014A 400,000,000 None
57 December l,2014 58 4.11oloSeries due2044 60,000,000 60,000,000
58 December l,2015 59 4.37% Series due 2045 100,000,000 r00,000,000
59 December 1,2016 60 3.547o Series due 205 I 175,000,000 175,000,000
60 December 1,2017 6l 3.91% Series due2047 90,000,000 90,000,000
6l May l,2018 62 4.35% Series due 2048 375,000,000 375,000,000
62 November 1,2019 63 3.43olo Series due 2049 180,000,000 180,000,000
63 June 1,2020 64 Collateral Series 2020A 400,000,000 400,000,000
Subtotals $3,947,700,000 $2,063,700,000
A-3
MORTGAGEOR
SUPPI,EMEI{TAL
INI}ENTUNE DATEITASOF
SERIDS PRINCIPAL
AMOI'NT
ISST'EI'
PRINCIPAL
AMOI'NT
OTTTSTAI\IIIINGNO.I}ESIGNATION
u September 1,2020 65 3.07% Sories due 2050 165,000,000 165,000,000
65 Septembor 1,2021 66 2.90% Series dtp 2051 140,000,000 140,000,000
Sutrtotals $305.fi)0.0fl)
Toals 37.485.650.000
3305.000.000
s2-557100.000
A-4
EXIIIBIT B
FILING AND RECORDING OF
SIXTY-FTFTH SUPPLEMENTAL INDENTURE
FILING IN STATE OFFICES
State Office of Date
Financing Statement
Document Number
Washinoton Secretary of State LL/16/21 202t-32l-89t0-7
ldaho Secretarv of State LLIL6I2L 20212128320
Montana Secretary of State LOl2slzL 202L067673L
Oreoon Secretarv of State LLlr51202L 92995676
RECORDING IN COUNTY OFFICES
Gountv Office of
Real Estate MortqaEe Records Financing
Statement
Document
NumberDate
Document
Number Book PaEe
Washinoton
Adams Auditor 11t5D1 329768 N/A N/A N/A
Asotin Auditor 't1t5t21 374711 N/A N/A N/A
Benton Auditor 1',U5t21 2021-050772 N/A N/A N/A
Douqlas Auditor 11t5t21 3249736 N/A N/A N/A
Ferry Auditor 11t5t21 0296763 N/A N/A N/A
Franklin Auditor 11t8t21 1950546 N/A N/A N/A
Garfield Auditor 11t12t21 202106/.2 N/A N/A N/A
Grant Auditor 1115t21 1460815 N/A N/A N/A
Klickitat Auditor 1t10t22 1152465 N/A N/A N/A
Lewis Auditor 11t8t21 3564338 N/A N/A N/A
Lincoln Auditor 11t9t21 2021-0490267 N/A N/A N/A
Pend Oreille Auditor 1115t21 20210346734 N/A N/A N/A
Skamania Auditor 11t9121 2021-003746 N/A N/A
Spokane Auditor 11t30t21 7155247 N/A N/A N/A
Stevens Auditor 11t8t21 2021-0012810 N/A N/A N/A
Thurston Auditor 11t30t2',1 4900384 N/A N/A N/A
\A/hitman Auditor 11t16t21 770693 N/A N/A N/A
ldaho
Benewah Recorder 11t5t21 293481 N/A N/A N/A
Bonner Recorder 1',ln5n1 995673 N/A N/A N/A
Boundarv Recorder 1',v15t21 289160 N/A N/A N/A
Clearwater Recorder 11t8t21 241980 N/A N/A N/A
ldaho Recorder 1',v15t21 533494 N/A N/A N/A
Kootenai Recorder 11t15t21 287'1548000 N/A N/A N/A
Latah Recorder 11t17t21 61 9885 N/A N/A N/A
B-l
RECORDING IN COUNTY OFFICES
Countv Office of
Real Estate Mortoase Records Financing
Statement
Document
NumberDate
Document
Number Book Paqe
ldaho (conl)
Lewis Recorder 11t16t21 150169 N/A N/A N/A
Nez Perce Recorder 11t16t21 894755 N/A N/A N/A
Shoshone Recorder 1t6t22 5'.12119 N/A N/A N/A
llontana
Biq Horn Clerk & Recorder tt15n1 363908 171 732-763 N/A
Broadwater Clerk & Recorder 11t29t21 191972 233 552 N/A
Golden Vallev Clerk & Recorder 11t26D1 84650 M 21462 N/A
Meaqher Clerk & Recorder 11115t21 148031 N/A N/A N/A
Mineral Clerk & Recorder 1',u5t21 124931
Rosebud Clerk & Recorder 11116121 0125582 165 469-500 N/A
Sanders Clerk & Recorder 11t15t21 323891 N/A
Stillwater Clerk & Recorder 1l'11122 38s600 N/A N/A N/A
Treasure Clerk & Recorder 11t15t21 2021-0123 24 673 N/A
\Mreatland Clerk & Recorder 1118t21 112173 M 32649-32680 N/A
Yellowstone Clerk & Recorder 1111512',1 3997559 N/A t{/A N/A
Oreaon
Douqlas Recorder 11t5t21 2021-021649 N/A N/A N/A
Jackson Recorder 11t16t21 2021-047473 N/A N/A N/A
Joseohine Recorder 1115t21 2021-018981 N/A N/A N/A
Klamath Recorder 11t5t21 2021-016749 N/A N/A N/A
Morrow Recorder 11tst21 2021-50136 N/A N/A N/A
Union Recorder 11t15t21 20214385 N/A N/A N/A
Wallowa Recorder 'l1n5n1 00085280 N/A N/A N/A
B-2
EXHIBIT C
PROPERTY ADDITIONS
First
TITE ADDITIONAL ELECTRIC SUBSTATIONS AI\D 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
and the State of ldaho, to wit:
STATE OF WASHINGTON
Spokane County, Washington: "Flint Rd Land Swap", granted by Deer Heights, LLC, all that
certain real property situate in the City of Spokane, County of Spokane, State of Washington
being a portion of the South one-half of the Southeast one-quarter of Section 19, Township 25
North, Range l9 East, Willamette Meridian, and being described as follows:
BEGINNING at the Northeast corner of said South one-half of the Southeast one-quarter of
Section 19, Township 25 North, Range 19 East, Willamette Meridian; thence along the North
line of said South one-half of the Southeast one-quarter of Section 19, South 89"02' 17" West
580.13 feet to the West line of the East 580.00 feet of said South one-half of the Southeast one-
quarter of Section 19; thence along said West line, South 00"13'51" West 80.02 feet to a line
parallel with, and 80.00 feet southerly of, being measured at right angles to, the said North line
of the South one-half of the Southeast one-quarter of Section 19, said point being the TRUE
POINT OF BEGINNING of this description; thence along said parallel line, North 89"02'17"
East 550.12 feet to a line parallel with, and 30.00 feet westerly of the East line of the said South
one-half of the Southeast one-quarter of Section 19; thence along said parallel line, South
00.13'51" West 375.08 feet to a line parallel with, and 455.00 feet southerly of, being measured
at right angles to, the said North line of the South one-half of the Southeast one-quarter of
Section 19; thence along said parallel line, South 89,02' 17" West 550.12 feet to the said West
line of the said East 580.00 feet of the South one-half of the Southeast one-quarter of Section 19;
thence along said parallel line, North 00"13'51" East 375.08 feet to the said True Point of
Beginning of this description, containing 4.74 acres of land, more or less.
Spokane County, Washington: "Bluebird Substation", granted by Ryan Alan Olsen and Ashley
Maryanne Johnson, husband and wife, conveys and warrants the following described real estate,
situated in the County of Spokane, State of Washington:
THAT PORTION OF THE SOUTHEAST QUARTER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF THE SATD SOUTHEAST QUARTER
OF SECTION I7, TOWNSHIP 26,
c-l
RANGE 4I EAST OF THE WILLAMETTE MERIDIAN;
THENCE NORTH 02"30'42" WEST ALONG THE WEST LINE OF THE SAID SOUTHEAST
QUARTER, A DISTANCE OF 167.27
FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTTNUING NORTH 02"30'42" WEST ALONG THE WEST LINE, A
DISTANCE
OF 494.98 FEET;
THENCE NORTH 88.3I'16" EAST 2674,96 FEET TO THE EAST LINE OF THE SAID
SOUTHEAST QUARTER;
THENCE SOUTH 02"42'50'' EAST ALONG THE EAST LINE OF THE SAID SOUTHEAST
QUARTER, A DISTANCE OF 492.16
FEET;
THENCE SOUTH 88.27'34" WEST 2676.65 FEET TO THE TRUE POTNT OF BEGINNING;
EXCEPT COLINTY ROAD;
SITUATE IN THE COUNTY OF SPOKANE, STATE OF WASHINGTON.
SUBJECT TO: This conveyance is subject to right of way deeds, covenants, conditions,
restrictions and easements, if any affecting title which may appear in the public record, including
those shown on any recorded plat or survey and as shown on Schedule B of that certain Title
Commitment prepared by First American Title lnsurance Company under Order No. 4259-
38606s0.
SUBJECT TO TAXES for the year 2021and any further taxes or assessments assessed against
the property after the recording date of this Deed.
Tax Parcel Number(s): 16174.9064
Whitman County, Washington: "Varsity Substation", granted by Sand Road Bucklers 2, LLC, a
Washington limited liability company, conveys and warrants the following described real estate,
situated in the County of Whitman, State of Washington:
Lot l, Garrison Center No. 2 Short Plat, according to the plat thereof, recorded under Auditor's
File No. 769825, records of Whitman County, Washington.
"This conveyance is subject to Covenants, conditions, restrictions and easementso if any,
affecting title, which may appear in the public record, including those shown on any recorded
plat or survey."
Tax Parcel Number(s): 2-0000-46-1 5-32-3900
c-2
STATE OF IDAHO
Nez Perce County, [D: "Stewart Substation Expansion", glanted by 4 Renegades LLC, an Idaho
limited liability company, the following real properly located in the County of Nez Perce, State
of Idaho, and legally described as follows:
A parcel of land located in the Southwest Quarter of the Northwest Quarter of Section 9,
Township 35 North, Range 5 West, Boise Meridian, Nez Perce County, Idaho, described as
follows:
Beginning at the Southwest corner of the Northwest Quarter of Section 9, also the Southwest
comer of a parcel of land described in Quitclaim Deed, Instrument # 875274, said point being on
the centerline of Gun Club County Road; Thence along the West line of said Northwest Quarter
and of said parcel and along said center line, NOl o09'47"E,330.00 feet; Thence leaving said
centerline, 588.58'52"E, 840.00 feet to the East line of said parcel; Thence along said East line,
S01"09'47"W, 330.00 feet to the Southeast corner of said parcel; Thence along the South line
thereof, N88"58'52"W, 840.00 feet to the Point of Beginning.
SUBJECT TO taxes and assessments for the year 2021 levied by the County of Nez Perce or
City of Lewiston, and all subsequent years, together with (a) unpatented mining claims, (b)
reservations or exceptions in patents or in Acts authorizing the issuance thereof, (c) water rights,
claims to title to water, whether or not the matters excepted under (a), (b), or (c) are shown by
the public records; to the Exceptions and Reservations set forth in that certain Warranty Deed
recorded February 9,1926 in Book 144 of Deeds, Page 5l l, records of Nez Perce County, Idaho;
to all matters, and any rights, easements, interests or claims as disclosed by a Record of Survey
recorded September 17 , 1996 as Instrument No. 61 3 I 83, records of Nez Perce County, Idaho; to
terms and conditions contained in a Warranty Deed recorded December 9, 2005 under
Instrument No.725287, records of Nez Perce County, Idaho; to terms and conditions contained
in an Irrevocable Consent to Annexation recorded August 12,2020 as Instrument No. 879051,
records of Nez Perce County, Idaho; to terms and conditions contained in a Reasoned Statement
of Relevant Criteria and Standards for Granting or Denial of Zoning District Boundary
Change/Rezone recorded September 18, 2020 as Instrument No. 880421, records of Nez Perce
County, Idaho; to terms and conditions contained in a Resolution No. 2021-10-160, recorded
October 14,2021as Instrument No. 893776, records of Nez Perce County, Idaho; to title to, and
easements in, any portion of the land lying within any highways, roads, streets or other ways; to
an and all existing easements, rights of way, reservations, restrictions, covenants, conditions,
declarations and encumbrances of record; to any existing tenancies; to all zoning laws and
ordinances; and to any state of facts an accurate survey or inspection of the premises would
show.
This conveyance shall include any and all estate, right, title, interest, appurtenances, tenements,
hereditaments, reversions, remainders, easements, rents, issues, profits, rights-of-way and water
rights in anywise appertaining to the properly herein described as well in law as in equity.
The Grantor covenants to Grantee that Grantor is the owner in fee simple of said premises; that
the premises are free from all encumbrances, excepting those as may be herein set forth, and
excepting those of record; and that Grantor will warrant and defend the same from all lawful
claims.
c-3
NO
EXHIBIT D
(Form of Bond)
CUSIP:053798 AR8
AYISTA CORPORATION
First Mortgage Bond, 4.00% Series due 2052
REGISTERED REGISTERED
$
AYISTA CORPORATION, a corporation of the State of Washington
(hereinafter called the "Company"), for value received, hereby promises to pay to
, or registered assigns, on April 1,2052 (the "Stated Maturity Date")
DOLLARS
and to pay the registered owner hereof interest thereon semi-annually in arrears on April I and
October I in each year (each such date, an "Interest Payment Date"), commencing October l,
2022, and at Maturity (as hereinafter defined), at the rate of four per centum (4.00%) 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 March 17,2022 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:
A
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 curency, mailed to the registered owner hereof as of the close of business on the
seventh Business Day (as defined in the Sixty-sixth Supplemental Indenture referred to below)
preceding each Interest Payment Date (each such date being herein called a "Record Date");
provided, however, that if such registered owner shall be a securities depositary, such payment
shall be made by such other means in lieu of check as shall be agreed upon by the Company, the
Trustee and such registered owner. Interest payable at Maturity shall be paid to the person to
whom principal shall be paid. As used herein, the term "Maturity" shall mean the date on which
the principal of this bond becomes due and payable, whether at stated maturity, upon redemption
or acceleration, or otherwise.
This bond is one of an issue of bonds of the Company issuable in series and is one of a
series known as its First Mortgage Bonds, 4.00% Series due 2052, 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-sixth Supplemental Indenture, dated as of March l, 2022 (the "Sixty-sixth
Supplemental lndenture"), 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.
The Mortgage may be modified or altered by affirmative vote of the holders of at least
60Yoin principal amount of the bonds outstanding underthe 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%o in principal amount of the bonds outstanding of the series so to be affected, considered as
one class, and, furthernore, for limited purposes, the Mortgage may be modified or altered
D-2
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-sixth Supplemental Indenture.
The principal hereof, together with all accrued and unpaid interest hereon (but without
premium), may be declared or may become due prior to the Stated Maturity Date on the
conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a
Completed Default as in the Mortgage provided.
As provided in the Mortgage and subject to certain limitations therein set forth, this bond
or any portion of the principal amount hereof will be deemed to have been paid if there has been
irrevocably deposited with the Trustee moneys or direct obligations of or obligations guaranteed
by the United States of America, the principal of and interest on which when due, and without
regard to any reinvesfinent thereof, will provide moneys which, together with moneys so
deposited, will be sufficient to pay when due the principal of and premium, if any, and interest
on this bond when due.
The Mortgage contains terms, provisions and conditions relating to the consolidation or
merger of the Company with or into, and the conveyance or other transfer, or lease, of assets to,
another corporation and to the assumption by such other corporation, in certain circumstances, of
all of the obligations of the Company under the Mortgage and on the bonds secured thereby.
In the manner prescribed in the Mortgage, this bond is transferable by the registered
owner hereof in person, or by his duly authorized attorney, at the office or agency of the
Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation
of this bond, together with a written instrument of transfer whenever required by the Company
duly executed by the registered owner or by its duly authorized attorney, and, thereupon, a new
fully registered bond of the same series for a like principal amount will be issued to the
transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee may
deem and treat the person in whose name this bond is registered as the absolute owner hereof for
the purpose of receiving payment and for all other purposes.
In the manner prescribed in the Mortgage, any bonds of this series, upon surrender
thereof for cancellation at the office or agency of the Company in the Borough of Manhattan,
The City of New York, are exchangeable for a like aggregate principal amount of bonds of the
same series of other authorized denominations.
Any bond of this series authenticated and delivered upon the transfer or exchange of a
bond prior to the first Interest Payment Date to which interest on all outstanding bonds of this
series has been paid shall have the same Initial Interest Accrual Date as the bond surrendered in
such transfer or exchange.
D-3
Prior to October 1,2051(the "Par Call Date"), the Company may redeem the bonds of
this series at its option, in whole or in part, at any time and from time to time, at a redemption
price equal to the greater of:
(l) (a) the sum of the present values of the remaining scheduled payments of principal
and interest thereon discounted to the redemption date (assuming the notes matured on
the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the
redemption date, and
(2) 100% of the principal amount of the bonds to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date
On or after the Par Call Date, the Company may redeem the bonds of this series in whole
or in part, at any time and from time to time, at a redemption price equal to 100% of the principal
amount of the bonds being redeemed plus accrued and unpaid interest thereon to the redemption
date.
"Treasury Rate" means, with respect to any redemption date, the yield determined by the
Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City
time (or after such time as yields on U.S. government securities are posted daily by the Board of
Governors of the Federal Reserve System), on the third business day preceding the redemption
date based upon the yield or yields for the most recent day that appear after such time on such
day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as "Selected Interest Rates (Daily) - H.15" (or any successor
designation or publication) ("H.15") under the caption "U.S. government securities-Treasury
constant maturities-Nominal" (or any successor caption or heading). In determining the Treasury
Rate, the Company shall select, as applicable:
(l) the yield for the Treasury constant maturity on H.l5 exactly equal to the period from
the redemption date to the Par Call Date (the "Remaining Life"); or
(2) if there is no such Treasury constant maturity on H.l5 exactly equal to the Remaining
Life, the two yields - one yield corresponding to the Treasury constant maturity on H.l5
immediately shorter than and one yield corresponding to the Treasury constant maturity
on H.l5 immediately longer than the Remaining Life - and shall interpolate to the Par
Call Date on a straight-line basis (using the actual number of days) using such yields and
rounding the result to three decimal places; or
(3) if there is no such Treasury constant maturity on H.l5 shorter than or longer than the
Remaining Life, the yield for the single Treasury constant maturity on H.l5 closest to the
Remaining Life.
D-4
For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.l5
shall be deemed to have a mafurity date equal to the relevant number of months or years, as
applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H. l5 is no longer published or,if published, no longer contains the yields for nominal Treasury constant maturities, the
Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual
equivalent yield to maturity at I l:00 a.m., New York City time, on the second business day
preceding such redemption date of the United States Treasury security maturing on, or with a
maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury
security maturing on the Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the Par Call Date, one with a maturity date
preceding the Par Call Date and one with a maturity date following the Par Call Date, the
Company shall select the United States Treasury security with a maturity date preceding the Par
Call Date. If there are two or more United States Treasury securities maturing on the Par Call
Date or two or more United States Treasury securities meeting the criteria of the preceding
sentence, the Company shall select from among these two or more United States Treasury
securities the United States Treasury security that is trading closest to par based upon the average
of the bid and asked prices for such United States Treasury securities at I l:00 a.m., New York
City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the
semi-annual yield to maturity of the applicable United States Treasury security shall be based
upon the average ofthe bid and asked prices (expressed as a percentage ofprincipal amount) at
I l:00 a.m., New York City time, of such United States Treasury security, and rounded to three
decimal places.
The Company's actions and determinations in determining the redemption price shall be
conclusive and binding for all purposes, absent manifest error.
Except as provided above, (a) the bonds of this series are not redeemable prior to the
Stated Maturity Date and (b) no amount other than the principal of and interest on the bonds of
this series shall be payable in respect of such bonds at Maturity or otherwise.
No recourse shall be had for the payment of the principal of or premium, if any, or
interest on this bond against any incorporator or any past, present or future subscriber to the
capital stock, stockholder, officer or director of the Company or of any predecessor or successor
corporation, as such, either directly or through the Company or any predecessor or successor
corporation, under any rule of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers
and directors being released by the holder or owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Mortgage.
This bond shall not become obligatory until Citibank, N.A., the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon.
D-5
ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned hereby sells, assigns and tansfers unto
[please insert social security or other identifting number of assignee]
[please print or typewrite name and address of assignee]
the within bond of AVISTA CORPORATION and does hereby irrevocably constitute andappoint , 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
EXHTBTT E(r)
Prospective Amendment of Section 5 of
Original Mortgage, as heretofore amended
SECTION 5. The term "Funded Property" shall mean:
(l) all Mortgaged and Pledged Property described in the most recent Funded
Property Certificate delivered to the Trustee;
(2) all Property Additions to the extent that the same shall have been made the
basis of the authentication and delivery of bonds under this Indenture after the date of the
most recent Funded Property Certificate delivered to the Trustee;
(3) all Property Additions to the extent that the same shall have been made the
basis of the release of property from the Lien of this Indenture after the date of the most
recent Funded Property Certificate delivered to the Trustee, subject, however, to the
provisions of Section 59 hereof;
(4) all Property Additions to the extent that the same shall have been
substituted for Funded Property retired, otherwise than under the release or cash
withdrawal provisions hereof, after the date of the most recent Funded Property
Certificate delivered to the Trustee;
(5) all Property Additions to the extent that the same shall have been made the
basis of the withdrawal of any Funded Cash, as hereinafter defined, after the date of the
most recent Funded Property Certificate delivered to the Trustee, subject, however, to the
provisions of Section 6l hereof; except, in any case, to the extent that any such property
shall no longer be deemed to be Funded Property under other provisions of this
Indenture.
The term "Funded Property Certificate" shall mean an Engineer's Certificate delivered to
the Trustee that:
(1) shall
(a) state the aggregate principal amount of bonds Outstanding under
this Indenture,
(b) state the aggregate principal amount of bonds to the authentication
and delivery of which the Company shall then be entitled under Section 29
of this Indenture;
(c) state the amount equal to one hundred fifty per centum (150%) of
the sum of the amounts stated in clauses (l) and (2) above,
(d) describe a portion of the Mortgaged and Pledged Property that
shall be designated "Funded Property" from and after the date ofdelivery
DM48189408.7
E(l)-l
of such certificate (such Property being hereinafter called the "Designated
Funded Property");
(e) state that the Designated Funded Property and all elements of
property part thereof constitute Property Additions (as defined in Section 4
of this Indenture, but without regard to the date of acquisition or
construction thereof); and
(0 state the Fair Value to the Company of the Designated Funded
Property, which shall be not less than the amount stated in clause (c)
above;
(2) shall make, mutatis mutandis, all the other statements required in an
Engineer's Certificate under clause (3) of Section 28 of this Indenture with respect to the
Designated Funded Property (without regard to amounts otherwise required to be added
or deducted under the provisions of Section 4), and shall state that the Designated Funded
Property is not subject to any Prior Lien; and
(3) shall be accompanied by
(a) a Treasurer's Certificateo as described in clause (2) in the first
paragraph of Section 28 of this Indenture;
(b) an Independent Engineer's Certificate, as described in clause (a) of
the first paragraph of Section 28 of this Indenture, with respect to the
Designated Funded Property; and
(c) an Opinion of Counsel, as described in clause (7) of the first
paragraph of Section 28 of this Indenture with respect to the Designated
Funded Property.
On and after the date of delivery to the Trustee of a Funded Property Certificate, no part
of the Mortgaged and Pledged Property other than the Designated Funded Property shall be
deemed to be Funded Property, including, for the avoidance of doubt, any property that had been
deemed to be Funded Property prior to such date, until such part of the Mortgaged and Pledged
Property shall thereafter become Funded Property by virtue of the operation of any clause in the
first paragraph of this Section.
E(l)-2
EXrrrBrT E(2)
Prospective Amendment to Original Mortgage
as heretofore amended to Add New Section 59A
SECTION 59A. Anything in'this Indenture to the contrary notwithstanding, unless the
Company is in default in the payment of the interest on any bonds then Outstanding hereunder or
one or more of the Completed Defaule specified in Section 65 hereof shall have occurred and be
continuing, the Company may, at its election (and in lieu of satisffing the requirements of
Section 59), obtain the release of any part of the Mortgaged and Pledged Property that does not
constitute Funded Property, except cash then held by the Trustee (provided, however, that Prior
Lien Bonds deposited with the Trustee shall not be released except as provided in Article IX
hereof and obligations secured by purchase money mortgage deposited with the Corporate
Trustee shall not be released except as provided in Section 6l hereof), and the Trustee shall
release the same from the Lien hereof upon the application of the Company and receipt by the
Trustee of
(l) a Treasurer's Certificate stating that the Company is not in default in the
payment of the interest on any bonds then Outstanding hereunder and that none of the
Completed Defaults specified in Section 65 hereof has occurred and is continuing;
(2) an Engineer's Certificate, made and dated not more than ninety (90) days
prior to the date of such application,
(a) describing the property to be released;
(b) stating the Fair Value, in the opinion of the signers, of the property
to be released;
(c) stating the Cost of the property to be released;
(d) stating that the property to be released does not constitute Funded
Property;
(e) if true, stating that the aggregate amount of the Cost or Fair Value
to the Company (whichever is less) of all Property Additions which do not
constitute Funded Property (excluding the property to be released), after
making deductions therefrom and additions thereto of the character
contemplated by Section 4, is not less than zero (0);
(0 if the statement contemplated in subclause (e) above cannot be
made, stating the amount by which zero (0) exceeds the amount referred to
in subclause (e) above (showing in reasonable detail the calculation
thereof);
(g) stating that, in the opinion of the signers, such release will not
impair the security under this Indenture in confravention of the provisions
hereof; and
E(2)-l
(3) if the Engineer's Certificate required by clause (b) above does not contain
the statement contemplated in clause (2Xe) above, an amount in cash, to be held by the
Trustee as part of the Mortgaged and Pledged Property, equal to the amount, if any, by
which sixty-six and trro-thirds percentum (66 2/ilo) of the lower of (a) the Cost or Fair
Value (whichever shall be less) of the property to be released and (b) the amount shown
in clause (2)(f) above exceeds the aggregate of items of the character described in
subclauses (a), (c) and (d) of clause (4) in the first paragraph of Section 59 then to be
used as a credit under this Section 59A (subject, however, to the same limitations and
conditions with respect to such items as are set forth in Section 59).
E(2) -2
EXHTBTT E(3)
Prospective Amendment of Section 37 of
Original Mortgage, as heretofore amended
SBcrroN 37. (a) That it will
(i) keep or cause to be kept all the Mortgaged and Pledged Property insured
against loss by fire, to the extent that property of similar character is usually so insured
by companies similarly situated and operating like properties, to a reasonable amount, by
reputable insurance companies, the proceeds of such insurance (except as to any loss of
Excepted Property and except as to any particular loss less than the greater of (A) Twenty
Million Dollars ($20,000,000) and (B) three percentum (3%) of the aggregate principal
amount of bonds Outstanding hereunder on the date of such particular loss) to be made
payable, subject to applicablelaw, to the Trustee as the interest of the Trustee may appear
or to the trustee or other holder of any Prior Lien or other lien prior hereto, if the terms
thereof require such payment, or to the agent or representative of the co-owners of
jointly-owned property, if the terms of such joint ownership require such payment, or
(iD in lieu of or supplementing such insurance in whole or in part, adopt some
other method or plan of protection against loss by fire at least equal in protection to the
method or plan of protection against loss by fire of companies similarly situated and
operating properties subject to similar fire hazards or properties on which an equal
primary fire insurance rate has been set by reputable insurance companies; and if the
Company shall adopt such other method or plan of protection, it shall, subject to
applicable law (and except as to any loss of Excepted Property and except as to any
particular loss less than the greater of (X) Twenty Million Dollars ($20,000,000) and (Y)
three percentum (3%) of the aggregate principal amount of bonds Outstanding on the
date of such particular loss) pay to the Trustee on account ofany loss covered by such
method or plan an amount in cash equal to the amount of such loss less any amounts
otherwise paid to the Trustee in respect of such loss or paid to the trustee or other holder
of a Prior Lien or any other lien prior hereto in respect of such loss if the terms thereof
require such payment or paid to the agent or representative of the co-owners of jointly
owned property in respect of such loss if the terms of such joint ownership require such
payment. Any cash so required to be paid by the Company pursuant to any such method
or plan shall for purposes of this Indenture be deemed to be proceeds of insurance.
Whenever requested by the Trustee (but not more frequently than annually), the
Company shall deliver to the Trustee a Treasurer's Certificate (a) listing the insurance policies
then in effect covering the Mortgaged and Pledged Property, or any part thereof including (or
referring to a previous such Treasurer's Certificate that includes) the names of the insurance
companies and the amounts and expiration dates of the policies and/or (b) describing each such
other method or plan of protection and (c) stating that, in the judgement of the signers, such
insurance policies and/or such other methods or plans of protection, collectively, provide
adequate protection to the Company against loss by fire.
Anything herein to the contrary notwithstanding, the Company may have fire insurance
policies with (i) a deductible provision in a dollar amount per occurrence not exceeding the greater
of (A) Twenty Million Dollars ($20,000,000) and (B) three percentum (3%) of the aggregate
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principal amount of the bonds Outstanding hereunder on the date such policy goes into effect
and/or (ii) co-insurance or self insurance provisions with a dollar amount per occurence not
exceeding thirty percentum (30%) of the loss proceeds otherwise payable; provided, however,
that the dollaramount per occurrence described in clause (i) above may be exceeded to the extent
such dollar amount is below the deductible amount in effect as to fire insurance (X) on property
of similar character insured by companies similarly situated and operating like property or (Y) on
property as to which an equal primary fire insurance rate has been set by reputable insurance
companies.
(b) All moneys paid to the Trustee by the Company in accordance with this Section
or received by the Trustee as proceeds of any insurance, in either case on account of a loss on or
with respect to Funded Property, shall, subject to the requirements of any Prior Lien or other lien
prior hereto, be held by the Trustee and, subject as aforesaid, shall be paid by it to the Company
to reimburse the Company for an equal amount expended or committed for expenditure in the
rebuilding, renewal and/or replacement of or substitution for the property destroyed or damaged,
upon written request and receipt by the Trustee of:
(i) An Engineer's Certificate:
(A) describing the property so damaged or destroyed;
(B) stating the Cost of such property (or, if the Fair Value to the
Company of such property at the time the same became Funded Property was
certified to be an amount less than the Cost thereof, then such Fair Value, as so
certified, in lieu of Cost) or, if such damage or destruction shall have affected
only a portion of such property, stating the allocable portion of such Cost or
Fair Value to the Company;
(C) stating the amounts so expended or committed for expenditure
in the rebuilding, renewal, replacement of and/or substitution for such property;
and
(D) stating the Fair Value to the Company of such property as rebuilt
or renewed or as to be rebuilt or renewed and/or of the replacement or
substituted property, and if
(l) within six months prior to the date of acquisition thereof
by the Company, such property has been used or operated, by a person
or persons other than the Company, in a business similar to that in
which it has been or is to be used or operated by the Company, and
(II) the Fair Value to the Company of such property as set
forth in such Expert's Certificate is not less than Twenty-five Thousand
Dollars ($25,000) and not less than one percentum (1%) of the
aggregate principal amount of the Securities at the time Outstanding,
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the Engineer making the statement required by this clause (D) shall be an
Independent Engineer; and
(ii) an Opinion of Counsel stating that, in the opinion of the signer, the
property so rebuilt or renewed or to be rebuilt or renewed, and/or the replacement
property, is or will be subject to the lien hereof to the same extent as was the property so
destroyed or damaged.
Any such moneys not so applied within thirty-six (36) months after its receipt by the
Trustee, or in respect of which notice in writing of intention to apply the same to the work of
rebuilding, renewal, replacement or substitution then in progress and uncompleted shall not
have been given to the Trustee by the Company within such thirty-six (36) months, or which
the Company shall at any time notift the Trustee is not to be so applied, shall thereafter be
withdrawn, used or applied in the manner, to the extent and for the purposes, and subject to the
conditions, provided in Section 6l; provided, however, that if the amount of such moneys shall
exceed sixty-six and tvro-thirds percentum (66-213%) of the amount stated pursuant to clause
(B) in the Engineer's Certificate referred to above, the amount of such excess shall not be
deemed to be Funded Cash, shall not be subject to Section 6l and shall be remitted to or upon
the written request of the Company upon the withdrawal, use or application of the balance of
such moneys pursuant to Section 61.
Anything in this Indenture to the contrary notwithstanding, if property on or with
respect to which a loss occurs constitutes Funded Property in part only, the Company may, at
its election, obtain the reimbursement of insurance proceeds attributable to the part of such
property which constitutes Funded Property under this subsection (b) and obtain the
reimbursement of insurance proceeds athibutable to the part of such property which does not
constitute Funded Property under subsection (c) of this Section 37.
(c) All moneys paid to the Trustee by the Company in accordance with this Section
or received by the Trustee as proceeds of any insurance, in either case on account of a loss on
or with respect to property which does not constitute Funded Property, shall, subject to the
requirements of any Prior Lien or other lien prior hereto or to the requirements of any joint
ownership agreement, be held by the Trustee and, subject as aforesaid, shall be paid by it to
the Company upon written request and receipt by the Trustee of:
(i) an Engineer's Certificate stating
(A) that such moneys were paid to or received by the Trustee on
account of a loss on or with respect to property which does not constitute
Funded Property; and
(B) if true, that the aggregate amount of the Cost or Fair Value to the
Company (whichever is less) of all Property Additions which do not constitute
Funded Property (excluding, to the extent of such loss, the property on or with
respect to which such loss was incurred), after making deductions therefrom
and additions thereto of the character contemplated by Section 4, is not less
than zero (0); or
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(C) if the statement contemplated in subclause @) above cannot be
made, the amount by which zero (0) exceeds the amount referred to in
subclause (B) above (showing in reasonable detail the calculation thereof); and
(iD if the Engineer's Certificate required by clause (ii) above does not contain
the statement contemplated in clause (iXB) above, an amount in cash, to be held by the
Trustee as part of the Mortgaged Property, equal to sixty-six and trvo-thirds percentum
(66-2/3%) of the amount shown in clause (iXC) above.
To the extent that the Company shall be entitled to withdraw proceeds of insurance
pursuant to this subsection (c), such proceeds shall be deemed not to constitute Funded Cash.
(d) Whenever under the provisions of this Section the Company is required to
deliver moneys to the Trustee and at the same time shall have satisfied the conditions set forth
herein for payment of moneys by the Trustee to the Company, there shall be paid to or
retained by the Trustee or paid to the Company, as the case may be, only the net amount.
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