Form of Supplemental Indenture to the Mortgage



 Exhibit 4(c) 

 AVISTA CORPORATION 
  
 TO 
  
 CITIBANK, N.A. 
  
 As Successor Trustee under 
 Mortgage and Deed of Trust, 
 dated as of June 1, 1939 
  

  
                      Supplemental Indenture 
  
 Providing among other things for a series of bonds designated 
 “First Mortgage Bonds,        % Series due         ” 
 Due              ,
             
  

  
 Dated as of
             1,              
  








              SUPPLEMENTAL INDENTURE

  
 THIS INDENTURE, dated as of the 1st day of
                     , between AVISTA CORPORATION (formerly known as The Washington Water Power Company), a corporation of the State of
Washington, whose post office address is 1411 East Mission Avenue, Spokane, Washington 99202 (the “Company”), and CITIBANK, N.A., formerly First National City Bank (successor by merger to First National City Trust Company, formerly City
Bank Farmers Trust Company), a national banking association incorporated and existing under the laws of the United States of America, whose post office address is 111 Wall Street, New York, New York 10043 (the “Trustee”), as Trustee under
the Mortgage and Deed of Trust, dated as of June 1, 1939 (the “Original Mortgage”), executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions thereof, this
indenture (the “             Supplemental Indenture”) being supplemental to the Original Mortgage, as heretofore supplemented and amended. 
  
 WHEREAS pursuant to a written request of the Company made in accordance with
Section 103 of the Original Mortgage, Francis M. Pitt (then Individual Trustee under the Mortgage, as supplemented) 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 has issued the
series of bonds, set forth in Exhibit A hereto (the Mortgage, as supplemented and amended by the First through
                             Supplemental Indentures being herein sometimes called collectively, the
“Mortgage”); and 
  
 WHEREAS the Original Mortgage and
the First through                      Supplemental Indentures have been appropriately filed or recorded in various official records in the
States of Washington, California, Idaho, Montana and Oregon, as set forth in the First through                      Supplemental Indentures;
and 
  
 WHEREAS the
                     Supplemental Indenture, dated as of
                        , has been appropriately filed or recorded in the various official records in the States of
Washington, California, Idaho, Montana and Oregon set forth in Exhibit B hereto; and 
  
 WHEREAS for the purpose of confirming or perfecting the lien of the Mortgage on certain of its properties, the Company has heretofore executed and delivered a Short Form Mortgage and Security Agreement, in multiple
counterparts dated as of various dates in 1992, and such instrument has been appropriately filed or recorded in the various official records in the States of California, Montana and Oregon; and 
  

 2 








 WHEREAS for the purpose of confirming or perfecting the lien of the Mortgage on certain of its
properties, the Company has heretofore executed and delivered an Instrument of Further Assurance dated as of December 15, 2001, and such instrument has been appropriately filed or recorded in the various official records in the States of Washington,
California, Idaho, Montana and Oregon; and 
  
 WHEREAS in addition
to the property described in the Mortgage the Company has acquired certain other property, rights and interests in property; and 
  
 WHEREAS Section 8 of the Original Mortgage 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; that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the
bonds and various other terms thereof; and that such series may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors 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 Section 120 of the Original Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any
way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time
unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any
ambiguity contained therein, or in any supplemental indenture, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which
any property at the time subject to the lien of the Mortgage shall be situated; and 
  
 WHEREAS the Company now desires to create a new series of bonds; and 
  
 WHEREAS the execution and delivery by the Company of this              Supplemental
Indenture and the terms of the bonds of the              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              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: 
  

 3 








 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 Mortgage, may hereafter acquire prior to the satisfaction and discharge of the Mortgage, as fully
and completely as if herein or in the Mortgage specifically described, and including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in Mortgage)
all lands, real estate, easements, servitudes, rights of way and leasehold and other interests in real estate; all rights to the use or appropriation of water, flowage rights, water storage rights, flooding rights, and other rights in respect of or
relating to water; all plants for the generation of electricity, power houses, dams, dam sites, reservoirs, flumes, raceways, diversion works, head works, waterways, water works, water systems, gas plants, steam heat plants, hot water plants, ice or
refrigeration plants, stations, substations, offices, buildings and other works and structures and the equipment thereof and all improvements, extensions and additions thereto; all generators, machinery, engines, turbines, boilers, dynamos,
transformers, motors, electric machines, switchboards, regulators, meters, electrical and mechanical appliances, conduits, cables, pipes and mains; all lines and systems for the transmission and distribution of electric current, gas, steam heat or
water for any purpose; all towers, mains, pipes, poles, pole lines, conduits, cables, wires, switch racks, insulators, compressors, pumps, fittings, valves and connections; all motor vehicles and automobiles; all tools, implements, apparatus,
furniture, stores, supplies and equipment; all franchises (except the Company’s franchise to be a corporation), licenses, permits, rights, powers and privileges; and (except as hereinafter or in the Mortgage expressly excepted) all the right,
title and interest of the Company in and to all other property of any kind or nature. 
  
 The property so conveyed or intended to be so conveyed under the Mortgage shall include, but shall not be limited to, the property set forth in Exhibit C hereto, the particular description of which is intended only to
aid in the identification thereof and shall not be construed as limiting the force, effect and scope of the foregoing. 
  
 TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part
thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Original Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right,
title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof. 
  
 THE COMPANY HEREBY CONFIRMS that, subject to the provisions of Section 87 of
the Original Mortgage, all the property, rights, and franchises acquired by the Company after the date thereof (except any hereinbefore or hereinafter or in the Mortgage expressly excepted) are and shall be as fully embraced within the lien of the
Mortgage as if such property, rights and franchises had been owned by the Company at the date of the Original Mortgage and had been specifically described therein. 
  

 4 








 PROVIDED THAT the following were not and were not intended to be then or now or hereafter granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed under the Mortgage and were, are and shall be expressly excepted from the lien and operation namely: (l) cash, shares of stock and obligations
(including bonds, notes and other securities) not hereafter specifically pledged, paid, deposited or delivered under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual
course of business or for consumption in the operation of any properties of the Company; (3) bills, notes and accounts receivable, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be;
(4) electric energy and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; and (5) any property heretofore released pursuant to any
provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage in the above subdivisions (2) and (3) shall (to the extent
permitted by law) cease to be so excepted in the event that the Trustee or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XII of the Original Mortgage by reason of
the occurrence of a Completed Default as defined in said Article XII. 
  
 TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company in the Mortgage as aforesaid, or intended so to
be, unto the Trustee, and its successors, heirs and assigns forever. 
  
 IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as set forth in the Mortgage, this
             Supplemental Indenture being supplemental to the Mortgage. 
  
 AND IT IS HEREBY FURTHER CONFIRMED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage shall
affect and apply to the property in the Mortgage described and conveyed, and to the estates, rights, obligations and duties of the Company and the Trustee and the beneficiaries of the trust with respect to said property, and to the Trustee and its
successors in the trust, in the same manner and with the same effect as if the said property had been owned by the Company at the time of the execution of the Original Mortgage, and had been specifically and at length described in and conveyed to
said Trustee by the Original Mortgage as a part of the property therein stated to be conveyed. 
  
 The Company further covenants and agrees to and with the Trustee and its successor or successors in such trust under the Mortgage, as follows: 
  

 5 








 ARTICLE I 
  

             Series of Bonds 
  
 SECTION 1. (I) There shall be a series of bonds designated “First
Mortgage Bonds,         % Series due             ” (herein sometimes referred to as the “bonds of the
             Series” or the “Bonds”), and the form thereof, which has been established by Resolution of the Board of Directors of the Company, is set forth on Exhibit
D hereto. 
  
 (II) Bonds of the
             Series shall mature on             , shall be issued as fully registered bonds in denominations of One
Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall be dated as in Section 10 of the Mortgage provided
and shall bear interest at the rate of         % per annum, the first interest payment to be made             , for the period from
             to             , with subsequent interest payments to be made semi-annually on
             and              of each year (each such date being hereinafter called an “Interest Payment
Date”) and at Maturity (as hereinafter defined). The principal of and premium, if any, and interest on each bond of the             Series payable at Maturity shall be payable
upon presentation thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency as at the time of payment is legal tender for public and private debts. The interest on each bond of the
            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              or             , as the case may be, next 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 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. 
  
 As used herein, the term
“Maturity” shall mean, with respect to any bond of the              Series, the date on which the principal of such bond becomes due and payable, whether on the Stated
Maturity Date, upon redemption or otherwise. 
  
 (III) Bonds of
the              Series shall be redeemable either at the option of the Company or pursuant to the requirements of the Mortgage, as supplemented, in whole at any time, or in part
from time to time, prior to maturity, upon notice mailed as provided in Section 52 of the Mortgage, at the following general redemption prices, expressed in percentages of the principal amount to be redeemed: 
  
 General Redemption Prices 
  
 If redeemed during 12 month period ending December 31, 
  

	 Year

	 	 Redemption Price

	 	 Year

	 	 Redemption Price


	 	 	%	 	 	 	%

  

 6 








 in each case together with accrued interest to the date fixed for redemption; provided, however, that no bonds of the
             Series shall be redeemable at the general redemption prices prior to
                    , with borrowed funds, or in anticipation of funds to be borrowed, having an interest cost (calculated in accordance with
acceptable financial practice) of less than         % per annum. 
  
 (IV) Bonds of the                      Series
shall also be redeemable in whole at any time, or in part from time to time, prior to maturity, upon like notice, by the application (either at the option of the Company or pursuant to the requirements of the Mortgage) of cash deposited with the
Trustee pursuant to the provisions of Section 64 of the Mortgage or with the Proceeds of Released Property (as defined in Article II of the first Supplemental Indenture, dated as of October 1, 1952) at the following special redemption prices,
expressed in percentages of the principal amount of the bonds to be redeemed: 
  
 Special Redemption Prices 
  
 If
redeemed during 12 month period ending December 31, 
  

	 Year

	 	 Redemption Price

	 	 Year

	 	 Redemption Price


	 	 	%	 	 	 	%

  
 in each case together with accrued
interest to the date fixed for redemption. 
  
 (V) At the option
of the registered owner, any bonds of the              Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of
New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations. 
  
 Bonds of the              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
             Series, the Company may make a charge therefore sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12, of the Mortgage,
but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of the              Series. 
  
 Upon delivery of this
             Supplemental Indenture, bonds of the              Series in the aggregate principal amount of
$             are to be issued forthwith and will be Outstanding, in addition to $             aggregate principal
amount of bonds of prior series Outstanding at the date of delivery of this              Supplemental Indenture. 
  

 7 








 ARTICLE II 
  
 Miscellaneous Provisions 
  
 SECTION 1. The terms defined in the Original Mortgage shall, for all purposes of this
             Supplemental Indenture, have the meanings specified in the Original Mortgage. 
  
 SECTION 2. The Trustee hereby confirms its acceptance of the trusts in the Original Mortgage declared, provided, created or supplemented and agrees to
perform the same upon the terms and conditions in the Original Mortgage set forth, including the following: 
  
 The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
             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              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              Supplemental
Indenture. 
  
 SECTION 3. Whenever in this
             Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XV and XVI of the Original Mortgage be
deemed to include the successors and assigns of such party, and all the covenants and agreements in this              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
             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 and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this              Supplemental Indenture or any
covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this              Supplemental Indenture
contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage. 
  
 SECTION 5. This
             Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

  
 SECTION 6. The titles of the several Articles of this
             Supplemental Indenture shall not be deemed to be any part thereof. 
  

 8 








 IN WITNESS WHEREOF, on the      day of
                ,          AVISTA CORPORATION has caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Corporate Secretary or one of its Assistant Corporate Secretaries for and in its behalf, all in The City of Spokane,
Washington, as of the day and year first above written; and on the      day of
                        ,          CITIBANK, N.A., has caused its corporate
name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents or one of its Senior Trust Officers or one of its Trust Officers and its corporate seal to be attested by one of its Vice
Presidents or one of its Trust Officers, all in The City of New York, New York, as of the day and year first above written. 
  

	 AVISTA CORPORATION

		
	 By
	 	  


	 	 	Vice President


  
 Attest: 
  

	
 Corporate Secretary

	
	 Executed, sealed and delivered by AVISTA CORPORATION in the presence of:

	
	

	
	


  

 9 









	 CITIBANK, N.A., AS TRUSTEE

		
	 By
	 	  


	 	 	 


  
 Attest: 
  

	

	
	 Executed, sealed and delivered by CITIBANK, N.A., as trustee. in the presence of:

	
	

	
	


  

 10 








 STATE OF WASHINGTON        ) 
                                        
                ) ss.: 
 COUNTY OF
SPOKANE            ) 
  
 On the      day of                      , before me personally appeared
                    , to me known to be a Vice President of AVISTA CORPORATION, one of the corporations that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Corporation for the uses and purposes therein mentioned and on oath stated that he was authorized to execute said instrument and that the seal affixed is
the corporate seal of said Corporation. 
  
 On the
     day of                      , before me, a Notary Public in and for the State and County aforesaid,
personally appeared                     , known to me to be a Vice President of AVISTA CORPORATION, one of the corporations that executed the
within and foregoing instrument and acknowledged to me that such Corporation executed the same. 
  
 IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. 
  

	
 Notary Public



  

 11 








 STATE OF NEW YORK            ) 
                                        
              ) ss.: 
 COUNTY OF NEW
YORK        ) 
  
 On the
     day of                      , before me personally appeared
                , to me known to be a
                         of CITIBANK, N.A., one of the corporations that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said Corporation for the uses and purposes therein mentioned and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate
seal of said Corporation. 
  
 On the
     day of                      , before me, a Notary Public in and for the State and County aforesaid,
personally appeared                 , known to me to be a
                         of CITIBANK, N.A., one of the corporations that executed the within and foregoing instrument and
acknowledged to me that such Corporation executed the same. 
  
 IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. 
  

	
 Notary Public



  

 12 








 EXHIBIT A 
  

MORTGAGE, SUPPLEMENTAL INDENTURES 
 AND SERIES OF BONDS 
  

	 MORTGAGE OR
 SUPPLEMENTAL
 INDENTURE

	  	 DATED AS
 OF

	  	SERIES

	  	PRINCIPAL
AMOUNT
ISSUED

	  	PRINCIPAL
AMOUNT
OUTSTANDING


	  	  	NO.

	  	 DESIGNATION

	  	  
	 Original
	  	June 1, 1939	  	1	  	3-1/2% Series due 1964	  	$	22,000,000	  	None
	 First
	  	October 1, 1952	  	2	  	3-3/4% Series due 1982	  	 	30,000,000	  	None
	 Second
	  	May 1, 1953	  	3	  	3-7/8% Series due 1983	  	 	10,000,000	  	None
	 Third
	  	December 1, 1955	  	 	  	None	  	 	 	  	 
	 Fourth
	  	March 15, 1957	  	 	  	None	  	 	 	  	 
	 Fifth
	  	July 1, 1957	  	4	  	4-7/8% Series due 1987	  	 	30,000,000	  	None
	 Sixth
	  	January 1, 1958	  	5	  	4-1/8% Series due 1988	  	 	20,000,000	  	None
	 Seventh
	  	August 1, 1958	  	6	  	4-3/8% Series due 1988	  	 	15,000,000	  	None
	 Eighth
	  	January 1, 1959	  	7	  	4-3/4% Series due 1989	  	 	15,000,000	  	None
	 Ninth
	  	January 1, 1960	  	8	  	5-3/8% Series due 1990	  	 	10,000,000	  	None
	 Tenth
	  	April 1, 1964	  	9	  	4-5/8% Series due 1994	  	 	30,000,000	  	None
	 Eleventh
	  	March 1,1965	  	10	  	4-5/8% Series due 1995	  	 	10,000,000	  	None
	 Twelfth
	  	May 1, 1966	  	 	  	None	  	 	 	  	 
	 Thirteenth
	  	August 1, 1966	  	11	  	6 % Series due 1996	  	 	20,000,000	  	None
	 Fourteenth
	  	April 1, 1970	  	12	  	9-1/4% Series due 2000	  	 	20,000,000	  	None
	 Fifteenth
	  	May 1, 1973	  	13	  	7-7/8% Series due 2003	  	 	20,000,000	  	None
	 Sixteenth
	  	February 1, 1975	  	14	  	9-3/8% Series due 2005	  	 	25,000,000	  	None
	 Seventeenth
	  	November 1, 1976	  	15	  	8-3/4% Series due 2006	  	 	30,000,000	  	None
	 Eighteenth
	  	June 1, 1980	  	 	  	None	  	 	 	  	 
	 Nineteenth
	  	January 1, 1981	  	16	  	14-1/8% Series due 1991	  	 	40,000,000	  	None
	 Twentieth
	  	August 1, 1982	  	17	  	15-3/4% Series due 1990-1992	  	 	60,000,000	  	None
	 Twenty-First
	  	September 1, 1983	  	18	  	13-1/2% Series due 2013	  	 	60,000,000	  	None
	 Twenty-Second
	  	March 1, 1984	  	19	  	13-1/4% Series due 1994	  	 	60,000,000	  	None
	 Twenty-Third
	  	December 1, 1986	  	20	  	9-1/4% Series due 2016	  	 	80,000,000	  	None
	 Twenty-Fourth
	  	January 1, 1988	  	21	  	10-3/8% Series due 2018	  	 	50,000,000	  	None
	 Twenty-Fifth
	  	October 1, 1989	  	22	  	7-1/8% Series due 2013	  	 	66,700,000	  	None
	 	  	 	  	23	  	7-2/5% Series due 2016	  	 	17,000,000	  	None
	 Twenty-Sixth
	  	April 1, 1993	  	24	  	Secured Medium-Term Notes, Series A ($250,000,000 authorized)	  	 	250,000,000	  	$129,500,000
	 Twenty-Seventh
	  	January 1, 1994	  	25	  	Secured Medium-Term Notes, Series B ($250,000,000 authorized)	  	 	161,000,000	  	74,000,000
	 Twenty-Eighth
	  	September 1, 2001	  	26	  	Collateral Series due 2002	  	 	220,000,000	  	None
	 Twenty-Ninth
	  	December 1, 2001	  	27	  	7.75% Series due 2007	  	 	150,000,000	  	150,000,000
	 Thirtieth
	  	May 1, 2002	  	28	  	Collateral Series due 2003	  	 	225,000,000	  	None
	 Thirty-first
	  	May 1, 2003	  	29	  	Collateral Series due 2004	  	 	245,000,000	  	245,000,000

  

 A-1 








 EXHIBIT B 
  

FILING AND RECORDING OF 
 SUPPLEMENTAL INDENTURE 
  
 FILING IN
STATE OFFICES 
  

	 State

	  	 Office of

	  	 Date

	  	 Financing Statement
 Document Number


	 Washington
	  	Secretary of State	  	 	  	 
	 Idaho
	  	Secretary of State	  	 	  	 
				
	 Montana
	  	Secretary of State	  	 	  	 
	 Oregon
	  	Secretary of State	  	 	  	 
	 California
	  	Secretary of State	  	 	  	 

  
 RECORDING IN COUNTY
OFFICES 
  

	 County

	  	 Office of

	  	Real Estate Mortgage Records

	  	 Financing
 Statement
 Document
 Number


	 	  	 	  	Date

	  	 Document Number

	  	Book

	  	Page

	  	 
	 Washington
 Adams
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Asotin
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Benton
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Douglas
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Ferry
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Franklin
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Garfield
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Grant
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Grays Harbor
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Klickitat
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Lewis
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Lincoln
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Pend Oreille
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Skamania
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Spokane
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Stevens
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Thurston
	  	Auditor	  	 	  	 	  	 	  	 	  	 
	 Whitman
	  	Auditor	  	 	  	 	  	 	  	 	  	 
							
	 California
 El Dorado
	  	Recorder	  	 	  	 	  	 	  	 	  	 
							
	 Idaho
 Benewah
	  	Recorder	  	 	  	 	  	 	  	 	  	 
	 Bonner
	  	Recorder	  	 	  	 	  	 	  	 	  	 
	 Boundary
	  	Recorder	  	 	  	 	  	 	  	 	  	 

  

 B-1 








 RECORDING IN COUNTY OFFICES 
  

	 County

	  	 Office of

	  	Real Estate Mortgage Records

	  	 Financing
 Statement
 Document
 Number


	 	  	 	  	Date

	  	Document
Number

	  	Book

	  	Page

	  	 
	 Clearwater
	  	Recorder	  	 	  	 	  	 	  	 	  	 
	 Idaho
	  	Recorder	  	 	  	 	  	 	  	 	  	 
	 Kootenai
	  	Recorder	  	 	  	 	  	 	  	 	  	 
	 Latah
	  	Recorder	  	 	  	 	  	 	  	 	  	 
	 Lewis
	  	Recorder	  	 	  	 	  	 	  	 	  	 
	 Nez Perce
	  	Recorder	  	 	  	 	  	 	  	 	  	 
	 Shoshone
	  	Recorder	  	 	  	 	  	 	  	 	  	 
							
	 Montana
 Big Horn
	  	Clerk & Recorder	  	 	  	 	  	 	  	 	  	 
	 Broadwater
	  	Clerk & Recorder	  	 	  	 	  	 	  	 	  	 
	 Golden Valley
	  	Clerk & Recorder	  	 	  	 	  	 	  	 	  	 
	 Meagher
	  	Clerk & Recorder	  	 	  	 	  	 	  	 	  	 
	 Mineral
	  	Clerk & Recorder	  	 	  	 	  	 	  	 	  	 
	 Rosebud
	  	Clerk & Recorder	  	 	  	 	  	 	  	 	  	 
	 Sanders
	  	Clerk & Recorder	  	 	  	 	  	 	  	 	  	 
	 Stillwater
	  	Clerk & Recorder	  	 	  	 	  	 	  	 	  	 
	 Treasure
	  	Clerk & Recorder	  	 	  	 	  	 	  	 	  	 
	 Wheatland
	  	Clerk & Recorder	  	 	  	 	  	 	  	 	  	 
	 Yellowstone
	  	Clerk & Recorder	  	 	  	 	  	 	  	 	  	 
							
	 Oregon
 Douglas
	  	Recorder	  	 	  	 	  	 	  	 	  	 
	 Jackson
	  	Recorder	  	 	  	 	  	 	  	 	  	 
	 Josephine
	  	Recorder	  	 	  	 	  	 	  	 	  	 
	 Klamath
	  	Recorder	  	 	  	 	  	 	  	 	  	 
	 Union
	  	Recorder	  	 	  	 	  	 	  	 	  	 
	 Wallowa
	  	Recorder	  	 	  	 	  	 	  	 	  	 

  

 B-2 








 EXHIBIT C 
  

PROPERTY ADDITIONS 
  

 C-1 








 EXHIBIT D 
  

(Form of Bond) 
  
 This bond is subject to restrictions on transfer, 
 as hereinafter set forth 
  
 CUSIP              
  
 AVISTA CORPORATION 
  
 First
Mortgage Bond, 
             % Series due
             
  

	 REGISTERED
	  	REGISTERED
	 NO.             
	  	$            

  
 AVISTA
CORPORATION, a corporation of the State of Washington (hereinafter called the Company), for value received, hereby promises to pay to 
  
  , or registered assigns, on                     ,

  
 DOLLARS 
  
 and to pay the registered owner hereof interest thereon from
             semi-annually in arrears on              and
             in each year (each such date being hereinafter called an “Interest Payment Date”), commencing
             and at Maturity (as hereinafter defined), at the rate of              per centum
(        %) 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. The principal of and premium, if any, and interest on this bond payable at Maturity shall be payable upon presentation hereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal tender for public and private debts. The interest on this bond (other than interest payable at Maturity) shall be paid by check, in the similar coin or currency, mailed to
the registered owner hereof as of the close of business on the              or             , as the case may be,
next 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,         % Series due             , all bonds of all such issue of 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, 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). Such
mortgage and deed of trust has been amended and supplemented by various supplemental indentures, including the              Supplemental Indenture, dated as of
             (the “             Supplemental Indenture”) and, as so amended and supplemented, is herein
called the “Mortgage”. Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustee in respect thereof, the
duties and immunities of the Trustee and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. If there shall be a conflict between the terms of this bond and the
provisions of the Mortgage, the provisions of the Mortgage shall control to the extent permitted by law. The holder of this bond, by its acceptance hereof, shall be deemed to have consented and agreed to all of the terms and provisions of the
Mortgage and, further, in the event that such holder shall not be the sole beneficial owner of this bond, shall be deemed to have agreed to use all commercially reasonable efforts to cause all direct and indirect beneficial owners of this bond to
have knowledge of the terms and provisions of the Mortgage and of this bond and to comply therewith, including particularly, but without limitation, any provisions or restrictions in the Mortgage regarding the transfer or exchange of such beneficial
interests and any legend set forth on this bond. 
  
 The Mortgage
may be modified or altered by affirmative vote of the holders of at least 60% in principal amount of the bonds outstanding under the Mortgage, considered as one class, or, if the rights of one or more, but less than all, series of bonds then
outstanding are to be affected, then such modification or alteration may be effected with the affirmative vote only of 60% in principal amount of the bonds outstanding of the series so to be affected, considered as one class, and, furthermore, for
limited purposes, the Mortgage may be modified or altered without any consent or other action of holders of any series of bonds. No modification or alteration shall, however, permit an extension of the Maturity of the principal of, or interest on,
this bond or a reduction in such principal or the rate of interest hereon or any other modification in the terms of payment of such principal or interest or the creation of any lien equal or prior to the lien of the Mortgage or deprive the holder of
a lien on the mortgaged and pledged property without the consent of the holder hereof. 
  

 D-2 








 The principal hereof may be declared or may become due prior to the stated maturity date on the
conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided. 
  
 As provided in the Mortgage and subject to certain limitations therein set forth, this bond or any portion of the principal amount hereof will be deemed
to have been paid if there has been irrevocably deposited with the Trustee moneys or direct obligations of or obligations guaranteed by the United States of America, the principal of and interest on which when due, and without regard to any
reinvestment thereof, will provide moneys which, together with moneys so deposited, will be sufficient to pay when due the principal of and premium, if any, and interest on this bond when due. 
  
 The Mortgage contains terms, provisions and conditions relating to the
consolidation or merger of the Company with or into, and the conveyance or other transfer, or lease, of assets to, another Corporation and to the assumption by such other Corporation, in certain circumstances, of all of the obligations of the
Company under the Mortgage and on the bonds secured thereby. 
  
 In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon
surrender and cancellation of this bond, together with a written instrument of transfer whenever required by the Company duly executed by the registered owner or by its duly authorized attorney, and, thereupon, a new fully registered bond of the
same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment and for all other purposes. 
  
 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. 
  
 [IF NOT SUBJECT TO REDEMPTION] 
  
 [The bonds of this series are not subject to redemption prior to the stated maturity date thereof.] 
  
 [IF SUBJECT TO REDEMPTION] 
  
 [The bonds of this series shall be redeemable either at the option of the Company or pursuant to the requirements of the Mortgage, in whole at any time, or in part from time to time, prior to maturity, upon notice
mailed as provided in Section 52 of the Mortgage, at the following general redemption prices, expressed in percentages of the principal amount to be redeemed: 
  

 D-3 








 General Redemption Prices 
  
 If redeemed during 12 month period ending December 31, 
  

	 Year

	  	 Redemption Price

	  	Year

	  	 Redemption Price


	 	  	%	  	 	  	%

  
 in each case together with accrued
interest to the date fixed for redemption; [provided, however, that no bonds of this series shall be redeemable at the general redemption prices prior to             , with borrowed
funds, or in anticipation of funds to be borrowed, having an interest cost (calculated in accordance with acceptable financial practice) of less than         % per annum.]] 
  
 [The bonds of this series shall also be redeemable in whole at any time, or
in part from time to time, prior to maturity, upon like notice, by the application (either at the option of the Company or pursuant to the requirements of the Mortgage) of cash deposited with the Trustee pursuant to the provisions of Section 64 of
the Mortgage or with the Proceeds of Released Property (as defined in Article II of the first Supplemental Indenture, dated as of October 1, 1952) at the following special redemption prices, expressed in percentages of the principal amount of the
bonds to be redeemed: 
  
 Special Redemption Prices 
  
 If redeemed during 12 month period ending December 31, 
  

	 Year

	  	 Redemption Price

	  	Year

	  	 Redemption Price


	 	  	%	  	 	  	%

  
 in each case together with accrued
interest to the date fixed for redemption.] 
  
 No recourse shall
be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor
corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage. 
  

 D-4 








 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. 
  
 IN WITNESS WHEREOF, AVISTA CORPORATION has caused this bond to be signed in its corporate name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal to
be impressed or imprinted hereon and attested by its Corporate Secretary or one of its Assistant Corporate Secretaries by his signature or a facsimile thereof. 
  

	 Dated:
	 	 	 	 AVISTA CORPORATION

					
	 	 	 	 	 	 	 By:
	 	  


				
	 ATTEST:

	 	 	 	 	 	 

  

 D-5 








 TRUSTEE’S CERTIFICATE 
  
 This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

  

	 CITIBANK, N.A.
 Trustee

		
	 By
	 	  


	 	 	Authorized Officer


  

 D-6 








 This global bond is held by Cede & Co., as nominee for The Depository Trust Company (The
“Depositary”) for the benefit of the beneficial owners hereof. This bond may not be transferred, nor may any purported transfer be registered, except that (i) this bond may be transferred in whole, and appropriate registration of transfer
effected, if such transfer is by Cede & Co., as nominee for the Depositary, to the Depositary, or by the Depositary to another 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 bonds depositary or any nominee thereof; and (ii) this bond may be transferred, and appropriate registration of transfer effected, to the beneficial holders hereof, and thereafter shall be transferable without restrictions
(except as provided in the preceding paragraph) if: (A) the Depositary, or any successor securities depositary, shall have notified the Company and the Trustee that (I) it is unwilling or unable to continue to act as securities depositary with
respect to the 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 securities 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 transferable on and after a date specified therein.

  

 D-7 








 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 
  

  
 [please insert social security or other identifying number of assignee] 
  

  
 [please print or typewrite name and address of assignee] 
  

  
 the within bond of AVISTA CORPORATION and does hereby irrevocably constitute and appoint
                    , Attorney, to transfer said bond on the books of the within-mentioned Company, will full power of substitution in
the premises. 
  
 Dated:                         
  

	
	  	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-8