Forty-third Supplemental Indenture, dated as of November 1, 2008



 Exhibit 4.1 
  
  
  
 AVISTA CORPORATION 
 TO

 CITIBANK, N.A. 
 As Successor Trustee under 
 Mortgage and Deed of Trust, 
 dated as of June 1, 1939 
  
  
 Forty-third Supplemental
Indenture 
 Providing among other things for a series of bonds designated 
 “First Mortgage Bonds, Collateral Series 2008A” 
 Due November 24,
2009 
  
  
 Dated as of November 1, 2008 
  
  
  







 FORTY-THIRD SUPPLEMENTAL INDENTURE 
 THIS INDENTURE, dated as of the 1st day of November, 2008, between AVISTA CORPORATION
(formerly known as The Washington Water Power Company), a corporation of the State of Washington, whose post office address is 1411 East Mission Avenue, Spokane, Washington 99202 (the “Company”), and CITIBANK, N.A., formerly First
National City Bank (successor by merger to First National City Trust Company, formerly City Bank Farmers Trust Company), a national banking association incorporated and existing under the laws of the United States of America, whose post office
address is 388 Greenwich Street, 14th Floor, New York, New York 10013 (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
“Forty-third Supplemental Indenture”) being supplemental to the Original Mortgage, as heretofore supplemented and amended. 
 WHEREAS pursuant to a written request of the Company made in accordance with Section 103 of the Original Mortgage, Francis M. Pitt (then Individual Trustee under the 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 Original Mortgage, as supplemented and amended by the First
through Forty-second Supplemental Indentures, being herein sometimes called the “Mortgage”); and 
 WHEREAS the Original
Mortgage and the First through Forty-first Supplemental Indentures have been appropriately filed or recorded in various official records in the States of Washington, Idaho, Montana and Oregon, as set forth in the First through Forty-second
Supplemental Indentures and the Instrument of Further Assurance, dated December 15, 2001, hereinafter referred to; and 
 WHEREAS the
Forty-second Supplemental Indenture, dated as of April 1, 2008, has been appropriately filed or recorded in the States of Washington, Idaho, Montana and Oregon, as set forth in Exhibit B hereto; and 
 WHEREAS for the purpose of confirming or perfecting the lien of the Mortgage on certain of its properties, the Company has heretofore executed and
delivered a Short Form Mortgage and Security Agreement, in multiple counterparts dated as of various dates in 1992, and such instrument has been appropriately filed or recorded in the various official records in the States of Montana and Oregon; and

  

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 WHEREAS for the purpose of confirming or perfecting the lien of the Mortgage on certain of its
properties, the Company has heretofore executed and delivered an Instrument of Further Assurance, dated as of December 15, 2001, and such instrument has been appropriately filed or recorded in the various official records in the States of
Washington, Idaho, Montana and Oregon; and 
 WHEREAS in addition to the property described in the Mortgage the Company has acquired certain
other property, rights and interests in property; and 
 WHEREAS Section 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 Forty-third Supplemental Indenture, and the terms of the Bonds of
the Forty-third 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 Forty-third Supplemental Indenture a
valid, binding and legal instrument have been performed; 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Company, in consideration of
the premises and of other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, hereby confirms the estate, title and rights of the Trustee (including, without limitation, the lien of the Mortgage on the
property of the Company subjected thereto, whether now owned or hereafter acquired) held as security for the payment of both the principal of and interest and premium, if any, on the Bonds from time to time issued under the Mortgage according to
their tenor and effect and the performance of all the provisions of the Mortgage and of such Bonds, and, without limiting the generality of the foregoing, hereby 

  

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

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 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. 
 PROVIDED THAT the following were not and were not intended to be then or now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed under the Mortgage and were, are and
shall be expressly excepted from the lien and operation of the Mortgage namely: (l) cash, shares of stock and obligations (including bonds, notes and other securities) not hereafter specifically pledged, paid, deposited or delivered under the
Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for consumption in the operation of any properties of the Company; (3) bills, notes and
accounts receivable, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be; (4) electric energy and other materials or products generated, manufactured, 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 Forty-third Supplemental Indenture being supplemental to the Mortgage. 
 AND IT IS HEREBY FURTHER CONFIRMED
by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage shall affect and apply to the property in the Mortgage described and conveyed, and to the estates, rights, obligations and duties of the
Company and the Trustee and the beneficiaries of the trust with respect to said property, and to the Trustee and its successors in the trust, in the same manner and with the same effect as if the said property had been owned by the Company at the
time of the execution of the Original Mortgage, and had been specifically and at length described in and conveyed to said Trustee by the Original Mortgage as a part of the property therein stated to be conveyed. 
  

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 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 
 Forty-third Series of Bonds 
 SECTION 1. (I) There shall be a series of bonds designated
“Collateral Series 2008A” (herein sometimes referred to as the “Forty-third Series”), each of which shall also bear the descriptive title First Mortgage Bond, 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. Bonds of the Forty-third Series shall be issued as fully registered bonds in denominations of One Thousand Dollars and, at the option of the Company, any amount in excess thereof
(the exercise of such option to be evidenced by the execution and delivery thereof) and shall be dated as in Section 10 of the Mortgage provided. Each bond of the Forty-third Series shall mature on November 24, 2009 and shall bear
interest, be redeemable and have such other terms and provisions as set forth below. 
 (II) The Bonds of the Forty-third Series shall have
the following terms and characteristics: 
 (a) the Bonds of the Forty-third Series shall be initially authenticated and
delivered under the Mortgage in the aggregate principal amount of $200,000,000; 
 (b) the Bonds of the Forty-third Series
shall bear interest at the rate of eight per centum (8%) per annum; interest on such Bonds shall accrue from and including the date of the initial authentication and delivery thereof, except as otherwise provided in the form of Bond attached
hereto as Exhibit D; interest on such Bonds shall be payable on each Interest Payment Date and at Maturity (as each of such terms is hereinafter defined); and interest on such Bonds during any period less than one year for which payment is made
shall be computed in accordance with the Credit Agreement (as hereinafter defined); 
 (c) the principal of and premium, if
any, and interest on each bond of the Forty-third 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; and the interest on each Bond of the Forty-third Series (other than interest payable at Maturity) shall be payable directly to the registered owner thereof; 
 (d) the Bonds of the Forty-third Series shall not be redeemable, in whole or in part, at the option of the Company; 
 (e) (i) the Bonds of the Forty-third Series are to be issued and delivered to the Administrative Agent (as hereinafter defined) in order
to provide the benefit of the lien of the Mortgage as security for the obligation of the Company under the Credit Agreement to pay the Obligations (as hereinafter defined), to the extent and subject to the limitations set forth in clauses
(iii) and (iv) of this subdivision; 
  

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 (ii) upon the earliest of (A) the occurrence of an Event of Default under the Credit
Agreement, and further upon the condition that, in accordance with the terms of the Credit Agreement, the Commitments (as hereinafter defined) shall have been or shall have terminated and any Loans (as hereinafter defined) outstanding shall have
been declared to be or shall have otherwise become due and payable immediately and the Administrative Agent shall have delivered to the Company a notice demanding redemption of the Bonds of the Forty-third Series which notice states that it is being
delivered pursuant to Article VII of the Credit Agreement; (B) the occurrence of an Event of Default under clause (g) or (h) of Article VII of the Credit Agreement, and (C) November 24, 2009, then all Bonds of the
Forty-third Series shall be redeemed or paid immediately at the principal amount thereof plus accrued interest to the date of redemption or payment; 
 (iii) the obligation of the Company to pay the accrued interest on Bonds of the Forty-third Series on any Interest Payment Date prior to Maturity (a) shall be deemed to have been satisfied and discharged in full
in the event that all amounts then due in respect of the Obligations shall have been paid or (b) shall be deemed to remain unsatisfied in an amount equal to the aggregate amount then due in respect of the Obligations and remaining unpaid (not
in excess, however, of the amount otherwise then due in respect of interest on the Bonds of the Forty-third Series); 
 (iv)
the obligation of the Company to pay the principal of and accrued interest on Bonds of the Forty-third Series at or after Maturity (x) shall be deemed to have been satisfied and discharged in full in the event that all amounts then due in
respect of the Obligations shall have been paid or (y) shall be deemed to remain unsatisfied in an amount equal to the aggregate amount then due in respect of the Obligations and remaining unpaid (not in excess, however, of the amount otherwise
then due in respect of principal of and accrued interest on the Bonds of the Forty-third Series). 
 (v) the Trustee shall be
entitled to presume that the obligation of the Company to pay the principal of and interest on the Bonds of the Forty-third Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have
received a written notice from the Administrative Agent, signed by an authorized officer thereof, stating that the principal of and/or interest on the Bonds of the Forty-third Series has become due and payable and has not been fully paid, and
specifying the amount of funds required to make such payment; 
 (f) no service charge shall be made for the registration of
transfer or exchange of Bonds of the Forty-third Series; 
 (g) in the event of an application by the Administrative Agent for
a substituted Bond of the Forty-third Series pursuant to Section 16 of the Original Mortgage, the Administrative Agent shall not be required to provide any indemnity or pay any expenses or charges as contemplated in said Section 16; and

 (h) the Bonds of the Forty-third Series shall have such other terms as are set forth in the form of bond attached hereto as
Exhibit D. 
  

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 Anything in this Forty-third Supplemental Indenture or in the Bonds of the Forty-third Series to the
contrary notwithstanding, if, at the time of the Maturity of the Bonds of the Forty-third Series, the stated aggregate principal amount of such Bonds then Outstanding shall exceed the aggregate Commitments (as hereinafter defined), the aggregate
principal amount of such Bonds shall be deemed to have been reduced by the amount of such excess. 
 (III) For all purposes of this Article
I, except as otherwise expressly provided or unless the context otherwise requires, the terms defined below shall have the meanings specified: 
 “Administrative Agent” means Union Bank of California, N.A., in its capacity as Administrative Agent under the Credit Agreement. 
 “Bond Delivery Agreement” means the Bond Delivery Agreement, dated November 26, 2008 between the Company and the
Administrative Agent. 
 “Credit Agreement” means the Credit Agreement, dated as of November 26, 2008,
among the Company, the banks party thereto, JPMorgan Chase Bank, N.A., as Documentation Agent, Wells Fargo Bank, National Association, as Syndication Agent, and the Administrative Agent. 
 “Interest Payment Date” means March 31, June 30, September 30 and December 31. 

“Maturity” means the date on which the principal of the Bonds of the Forty-third Series becomes due and payable,
whether at stated maturity, upon redemption or acceleration or otherwise. 
 “Obligations” shall have the
meaning specified in the Bond Delivery Agreement. 
 “Commitments” and “Loans” shall have
the meanings specified in the Credit Agreement. 
 A copy of the Credit Agreement is
on file at the office of the Administrative Agent at 445 South Figueroa Street, 15th Floor, Los Angeles, CA 90071 and at the office of the Company
at 1411 East Mission Avenue, Spokane, WA 99202. 
 ARTICLE II 
 Outstanding Bonds 
 Upon the delivery of this Forty-third Supplemental
Indenture, Bonds of the Forty-third Series in an aggregate principal amount not to exceed $200,000,000 are to be issued and will be Outstanding, in addition to $1,216,700,000 aggregate principal amount of bonds of prior series Outstanding at the
date of delivery of this Forty-third Supplemental Indenture. 
  

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 ARTICLE III 
 Miscellaneous Provisions 
 SECTION 1. The terms defined in the Original Mortgage shall, for all
purposes of this Forty-third Supplemental Indenture, have the meanings specified in the Original Mortgage. 
 SECTION 2. The Trustee hereby
confirms its acceptance of the trusts in the Original Mortgage declared, provided, created or supplemented and agrees to perform the same upon the terms and conditions in the Original Mortgage set forth, including the following: 
 The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Forty-third Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. Each and every term and condition contained in Article XVI of the Original Mortgage shall apply to and form part of this Forty-third
Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Forty-third
Supplemental Indenture. 
 SECTION 3. Whenever in this Forty-third 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 Forty-third Supplemental Indenture contained by or
on behalf of the Company, or by or on behalf of the Trustee, or either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not. 

SECTION 4. Nothing in this Forty-third Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or to give
to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Forty-third Supplemental Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Forty-third Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive
benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage. 
 SECTION 5. This
Forty-third Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 
 SECTION 6. The titles of the several Articles of this Forty-third Supplemental Indenture shall not be deemed to be any part thereof. 
  

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 IN WITNESS WHEREOF, on the 26th day of November, 2008, 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 26th day of November, 2008, 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:	 	/s/ Mark T. Thies
		 	Mark T. Thies
		 	Senior Vice President


  

	
	Attest:
	
	/s/ Susan Y. Miner
	Susan Y. Miner
	Assistant Corporate Secretary
	
	Executed, sealed and delivered by
    AVISTA CORPORATION in the presence of:
	
	/s/ Tami Judge
	Tami Judge
	
	/s/ Paul W. Kimball
	Paul W. Kimball

  

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	CITIBANK, N.A., AS TRUSTEE
		
	By:	 	/s/ Wafaa Orfy
		 	Wafaa Orfy
		 	Vice President


  

	
	[SEAL]
	
	Attest:
	
	/s/ Louis Piscitelli
	Louis Piscitelli
	Vice President
	
	Executed, sealed and delivered by CITIBANK, N.A.,
    as trustee in the presence of:
	
	/s/ Marion O’Connor
	Marion O’Connor
	Vice President
	
	/s/ Cirino Emanuele
	Cirino Emanuele
	Vice President

  

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	STATE OF WASHINGTON	 	)	 	
		 	)	 	ss.:
	COUNTY OF SPOKANE	 	)	 	

 On the 26th day of November, 2008, before me personally appeared Mark T. Thies, to me known to be
a Senior 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 26th day of November, 2008, before me, Anita L. Swanson, a Notary Public in and for the State and County aforesaid, personally appeared Mark T. Thies, known to me to be a Senior 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. 
  

	
	
	/s/ Anita L. Swanson
	Notary Public
	
	 Anita L. Swanson

	Notary Public
	Commission Expires June 17, 2009
	State of Washington


  

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	STATE OF NEW YORK	 	)	 	
		 	)	 	ss.:
	COUNTY OF NEW YORK	 	)	 	

 On the 26th day of November, 2008, before me personally appeared Wafaa Orfy, to me known to be a
Vice President 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 26th day of November, 2008, before me, a Notary Public in and for the State and County aforesaid, personally appeared Wafaa Orfy, known to me to be an Vice President 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. 
  

	
	
	/s/ Zenaida Santiago
	Notary Public
	
	ZENAIDA SANTIAGO
	NOTARY PUBLIC – STATE OF NEW YORK
	No. 01SA6152564
	Qualified in Kings County
	Commission Expires September 18, 2010


  

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 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

  

 A-1 









											
	 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
 23
	  	 7-1/8% Series due 2013
 7-2/5% Series due 2016
	  	66,700,000
 17,000,000
	  	None
 None

	 Twenty-Sixth
	  	April 1, 1993	  	24	  	Secured Medium-Term Notes, Series A ($250,000,000 authorized)	  	250,000,000	  	48,000,000
	 Twenty-Seventh
	  	January 1, 1994	  	25	  	Secured Medium-Term Notes, Series B ($250,000,000 authorized)	  	161,000,000	  	5,000,000
	 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	  	None
	 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	  	None
	 Thirty-second
	  	September 1, 2003	  	30	  	6.125% Series due 2013	  	45,000,000	  	45,000,000
	 Thirty-third
	  	May 1, 2004	  	31	  	Collateral Series due 2005	  	350,000,000	  	None
	 Thirty-fourth
	  	November 1, 2004	  	32	  	5.45% Series due 2019	  	90,000,000	  	90,000,000
	 Thirty-fifth
	  	December 1, 2004	  	33	  	Collateral Series 2004A	  	88,850,000	  	75,000,000
	 Thirty-sixth
	  	December 1, 2004	  	34
 35
	  	 Collateral Series 2004B
 Collateral Series 2004C
	  	66,700,000
 17,000,000
	  	None
 None

	 Thirty-seventh
	  	December 1, 2004	  	36	  	Collateral Series 2004D	  	350,000,000	  	None
	 Thirty-eighth
	  	May 1, 2005	  	37
 38
	  	 Collateral Series 2005B
 Collateral Series 2005C
	  	66,700,000
 17,000,000
	  	66,700,000
 17,000,000

	 Thirty-ninth
	  	November 1, 2005	  	39	  	6.25% Series due 2035	  	100,000,000
50,000,000	  	100,000,000
 50,000,000

	 Fortieth
	  	April 1, 2006	  	40	  	Collateral Series due 2011	  	320,000,000	  	320,000,000
	 Forty-first
	  	December 1, 2006	  	41	  	5.70% Series due 2037	  	150,000,000	  	150,000,000
	 Forty-second
	  	April 1, 2008	  	42	  	5.95% Series due 2018	  	250,000,000	  	250,000,000

  

 A-2 








 EXHIBIT B 
 FILING AND RECORDING OF 
 FORTY-SECOND SUPPLEMENTAL INDENTURE 
 FILING IN STATE OFFICES 
  

							
	 State
	  	 Office of
	  	 Date
	  	Financing Statement
Document Number
	 Washington
	  	Secretary of State	  	6/30/08	  	2008-183-7461-8
	 Idaho
	  	Secretary of State	  	7/14/08	  	B-2008-1050570-5
	 Montana
	  	Secretary of State	  	6/30/08	  	97016255
	 Oregon
	  	Secretary of State	  	7/3/08	  	8019435

 RECORDING IN COUNTY OFFICES 
  

													
	 	  	 	  	  
 Real
Estate Mortgage Records
	  	Financing
Statement
Document
Number
	 County
	  	Office of	  	Date	  	 Document
Number
	  	 Book
	  	Page	  
	 Washington
 Adams
	  	Auditor	  	6/30/08	  	289454	  	N/A	  	N/A	  	N/A
	 Asotin
	  	Auditor	  	6/30/08	  	307171	  	N/A	  	N/A	  	N/A
	 Benton
	  	Auditor	  	6/30/08	  	2008-019303	  	N/A	  	N/A	  	N/A
	 Douglas
	  	Auditor	  	6/30/08	  	3125228	  	N/A	  	N/A	  	N/A
	 Ferry
	  	Auditor	  	6/30/08	  	272162	  	N/A	  	N/A	  	N/A
	 Franklin
	  	Auditor	  	6/30/08	  	1721211	  	N/A	  	N/A	  	N/A
	 Garfield
	  	Auditor	  	6/30/08	  	20080380	  	N/A	  	N/A	  	N/A
	 Grant
	  	Auditor	  	6/30/08	  	1239295	  	N/A	  	N/A	  	N/A
	 Klickitat
	  	Auditor	  	6/30/08	  	1077860	  	N/A	  	N/A	  	N/A
	 Lewis
	  	Auditor	  	6/30/08	  	3309039	  	N/A	  	N/A	  	N/A
	 Lincoln
	  	Auditor	  	6/30/08	  	2008-0449370	  	97	  	1065	  	N/A
	 Pend Oreille
	  	Auditor	  	7/1/08	  	2008-0298022	  	N/A	  	N/A	  	N/A
	 Skamania
	  	Auditor	  	6/30/08	  	2008170307	  	N/A	  	N/A	  	N/A
	 Spokane
	  	Auditor	  	7/1/08	  	5693040	  	N/A	  	N/A	  	N/A
	 Stevens
	  	Auditor	  	6/30/08	  	2008-0006355	  	382	  	691	  	N/A
	 Thurston
	  	Auditor	  	7/1/08	  	4021027	  	N/A	  	N/A	  	N/A
	 Whitman
	  	Auditor	  	6/30/08	  	687485	  	N/A	  	N/A	  	N/A
							
	 Idaho
 Benewah
	  	Recorder	  	6/30/08	  	251098	  	N/A	  	N/A	  	N/A
	 Bonner
	  	Recorder	  	7/1/08	  	754245	  	N/A	  	N/A	  	N/A
	 Boundary
	  	Recorder	  	6/30/08	  	238234	  	N/A	  	N/A	  	N/A
	 Clearwater
	  	Recorder	  	6/30/08	  	209116	  	N/A	  	N/A	  	N/A
	 Idaho
	  	Recorder	  	6/30/08	  	461943	  	N/A	  	N/A	  	N/A
	 Kootenai
	  	Recorder	  	6/30/08	  	2166331000	  	N/A	  	N/A	  	N/A
	 Latah
	  	Recorder	  	6/30/08	  	523250	  	N/A	  	N/A	  	N/A
	 Lewis
	  	Recorder	  	6/30/08	  	136318	  	N/A	  	N/A	  	N/A

  

 B-1 








 RECORDING IN COUNTY OFFICES 
  

													
	 	  	 	  	  
 Real
Estate Mortgage Records
	  	Financing
Statement
Document
Number
	 County
	  	Office of	  	Date	  	 Document
Number
	  	 Book
	  	Page	  
	 Nez Perce
	  	Recorder	  	6/30/08	  	758686	  	N/A	  	N/A	  	N/A
	 Shoshone
	  	Recorder	  	6/30/08	  	445866	  	N/A	  	N/A	  	N/A
	 Montana
 Big Horn
	  	Clerk &
Recorder	  	6/30/08	  	339609	  	100	  	959	  	N/A
	 Broadwater
	  	Clerk &
Recorder	  	6/30/08	  	158909	  	115	  	44	  	N/A
	 Golden Valley
	  	Clerk &
Recorder	  	6/30/08	  	79578	  	M	  	13702	  	N/A
	 Meagher
	  	Clerk &
Recorder	  	7/1/08	  	136127	  	F71	  	390	  	N/A
	 Mineral
	  	Clerk &
Recorder	  	6/30/08	  	103822	  	N/A	  	N/A	  	N/A
	 Rosebud
	  	Clerk &
Recorder	  	6/30/08	  	103368	  	122	  	499	  	N/A
	 Sanders
	  	Clerk &
Recorder	  	6/30/08	  	62698	  	N/A	  	N/A	  	N/A
	 Stillwater
	  	Clerk &
Recorder	  	7/1/08	  	336774	  	1	  	62698	  	N/A
	 Treasure
	  	Clerk &
Recorder	  	6/30/08	  	80516	  	18	  	779	  	N/A
	 Wheatland
	  	Clerk &
Recorder	  	6/30/08	  	105199	  	M	  	19768	  	N/A
	 Yellowstone
	  	Clerk &
Recorder	  	7/2/08	  	3471413	  	N/A	  	N/A	  	N/A
	 Oregon
 Douglas
	  	Recorder	  	6/30/08	  	2008-012591	  	N/A	  	N/A	  	N/A
	 Jackson
	  	Recorder	  	7/1/08	  	2008-024379	  	N/A	  	N/A	  	N/A
	 Josephine
	  	Recorder	  	7/1/08	  	2008-010647	  	N/A	  	N/A	  	N/A
	 Klamath
	  	Recorder	  	7/1/08	  	2008-009577	  	N/A	  	N/A	  	N/A
	 Morrow
	  	Recorder	  	7/2/08	  	2008-22231	  	N/A	  	N/A	  	N/A
	 Union
	  	Recorder	  	7/2/08	  	20082963	  	N/A	  	N/A	  	N/A
	 Wallowa
	  	Recorder	  	7/2/08	  	60044	  	N/A	  	N/A	  	N/A

  

 B-2 








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

	 	1.	Spokane County, Washington: “Downtown East Substation; Property No. WA-32-035; Grantor: Craig and Daneille Dickson; Ptn. of Lots 1, 8 thru 11, First Addition to Third Addition
to Railroad Addition, including portion of vacated Sheridan Street and unplatted portion of SW/4 in Section 17, Township 25 North, Range 43 East, W.M. 

 Second 
 ADDITIONAL PROTECTION, MITIGATION
AND ENHANCEMENT PROPERTY of the Company, in the State of Montana, real, personal, or mixed, acquired, constructed and/or installed in, on, under and/or proximate to the Company’s Clark Fork
hydroelectric development (including, without limitation, the Cabinet Gorge Hydroelectric Generating Station and the Noxon Rapids Hydroelectric Generating Station) for the purpose of protecting and/or enhancing wildlife (including fish and aquatic
life), botanical life and/or wetlands, and/or mitigating any harm or damage thereto, and all other property, real, personal or mixed, used or enjoyed or capable of being used or enjoyed in conjunction therewith, including, but not limited to, the
following in the State of Montana, to wit: 
  

	 	1.	Sanders County, Montana: “Noxon Rapids Mitigation”; Property No. MT-35-252; Grantor: Joseph R. Slonaker and Amber L. Toelke; Ptn N/2 SW/4 of Section 20, Township 21
North, Range 30 West, M.P.M., described as Parcel C of Certificate of Survey 1923-MS (Prospect Creek). 

 Third

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

	 	1.	Spokane County, Washington: “Spokane Call Center”; Property No. WA-32-013; Grantor: Horizon Credit Union; Ptn Lot 1, Block 1, Trentwood Orchards Replat, Lot 4, Block 1,
Trentwood Orchards Replat No. 1, in the NW/4 of Section 2, Township 25 North, Range 44 East, W.M. 

  

 C-1 








 EXHIBIT D 
 (Form of Bond) 
 This bond is non-transferable, except to a successor 
 Administrative Agent under the Credit Agreement referred to herein). 
 AVISTA CORPORATION 
 First Mortgage Bond, 
 Collateral Series 2008A 
  

			
	REGISTERED	  	REGISTERED
		
	 NO.
                                
	  	$200,000,000

 AVISTA CORPORATION, a corporation of the State of Washington (hereinafter called the
Company), for value received, hereby promises to pay to
                                         
                                         
                                         
                             , as Administrative Agent under the Credit Agreement hereinafter
referred to or registered assigns on November 24, 2009 
 DOLLARS 
 and to pay the registered owner hereof interest thereon from November 26, 2008 in arrears on March 31, June 30, September 30 and December 31 of each year, commencing
December 31, 2008 (each such date being hereinafter called an “Interest Payment Date”) and at Maturity (as hereinafter defined), at the rate of eight per centum (8%) per annum computed as provided in the Forty-third Supplemental
Indenture hereinafter referred to, 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 directly to the registered owner hereof. 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, Collateral Series
2008A, 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, executed by the Company (formerly known as The Washington Water Power Company) to City Bank Farmers Trust Company and Ralph E. Morton, as
Trustees 

  

 D-1 








 
(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 Forty-third Supplemental Indenture, dated as of November 1, 2008 (the “Forty-third Supplemental Indenture”) and, as so amended and supplemented, is herein called the “Mortgage” .
Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustee in respect thereof, the duties and immunities of the Trustee
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. By its acceptance of this bond, the holder hereof is deemed to have consented and agreed to all of the
terms and provisions of the Mortgage. 
 The Mortgage may be modified or altered by affirmative vote of the holders of at least 60% in
principal amount of the bonds outstanding under the Mortgage, considered as one class, or, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected, then such modification or alteration may be effected
with the affirmative vote only of 60% in principal amount of the bonds outstanding of the series so to be affected, considered as one class, and, furthermore, for limited purposes, the Mortgage may be modified or altered without any consent or other
action of holders of any series of bonds. No modification or alteration shall, however, permit an extension of the Maturity of the principal of, or interest on, this bond or a reduction in such principal or the rate of interest hereon or any other
modification in the terms of payment of such principal or interest or the creation of any lien equal or prior to the lien of the Mortgage or deprive the holder of a lien on the mortgaged and pledged property without the consent of the holder hereof.

 The bonds of this series are not redeemable, in whole or in part, at the option of the Company. 
 The bonds of this series have been issued and delivered to Union Bank of California, N.A., as Administrative Agent under the Credit Agreement (as such
terms are defined in the Forty-third Supplemental Indenture) in order to provide the benefit of the lien of the Mortgage as security for the obligation of the Company under the Credit Agreement to pay the Obligations (as so defined), to the extent
and subject to the limitations set forth below. 
 Upon the earliest of (A) the occurrence of an Event of Default under the Credit
Agreement, and further upon the condition that, in accordance with the terms of the Credit Agreement, the Commitments (as defined in the Forty-third Supplemental Indenture) shall have been or shall have terminated and any Loans (as so defined)
outstanding shall have been declared to be or shall have otherwise become due and payable immediately and the Administrative Agent shall have delivered to the Company a notice demanding redemption of the bonds of this series which notice states that
it is being delivered pursuant to Article VII of the Credit Agreement, (B) the occurrence of an Event of Default under clause (g) or (h) of Article VII of the Credit Agreement, and (C) November 24, 2009, then all bonds of
this series shall be redeemed or paid immediately at the principal amount thereof plus accrued interest to the date of redemption or payment. 
  

 D-2 








 The obligation of the Company to pay the accrued interest on bonds of this series on any Interest Payment
Date prior to Maturity (a) shall be deemed to have been satisfied and discharged in full in the event that all amounts then due in respect of the Obligations shall have been paid or (b) shall be deemed to remain unsatisfied in an amount
equal to the aggregate amount then due in respect of the Obligations and remaining unpaid (not in excess, however, of the amount otherwise then due in respect of interest on the bonds of this series). 
 The obligation of the Company to pay the principal of and accrued interest on bonds of this series at or after Maturity (x) shall be deemed to have
been satisfied and discharged in full in the event that all amounts then due in respect of the Obligations shall have been paid or (y) shall be deemed to remain unsatisfied in an amount equal to the aggregate amount then due in respect of the
Obligations and remaining unpaid (not in excess, however, of the amount otherwise then due in respect of principal of and accrued interest on the bonds of this series). 
 Anything in this bond to the contrary notwithstanding, if, at the time of the Maturity of the bonds of this series, the stated aggregate principal amount of such bonds then outstanding shall exceed the aggregate
Commitments (as defined in the Forty-third Supplemental Indenture), the aggregate principal amount of such bonds shall be deemed to have been reduced by the amount of such excess. 
 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. 
 This bond is non-transferable except as required to effect transfer to any successor administrative agent under
the Credit Agreement, any such transfer to be made at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer whenever
required by the Company duly executed by the registered owner or by its duly authorized attorney, and, thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as
provided in the Mortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. 
  

 D-3 








 In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for
cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations. 
 No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber
to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or
constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise
waived and released by the terms of the Mortgage. 
 This bond shall not become obligatory until Citibank, N.A., the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon. 
 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-4 








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

			
	 CITIBANK, N.A.
 Trustee

		
	By:	 	 
		 	Authorized Signatory


  

 D-5 








 ASSIGNMENT CERTIFICATE 
 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-6