First Amendment and Waiver Thereunder



 Exhibit 10.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER THEREUNDER 
 This First
Amendment to Credit Agreement and Waiver Thereunder (this “Amendment”), dated as of December 14, 2011, is entered into by AVISTA CORPORATION, a Washington corporation (the “Borrower”), the
financial institutions identified on the signature pages hereof as “Continuing Lenders” (the “Continuing Lenders”), the financial institutions identified on the signature pages hereof as “Exiting Lenders”
(the “Exiting Lenders”), the financial institutions identified on the signature pages hereof as “New Lenders” (the “New Lenders” and, together with the Continuing Lenders and the Exiting
Lenders, the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Issuing Bank, and UNION BANK, N.A., as Administrative Agent (the “Administrative Agent”) and an Issuing Bank. 

Recitals 

A. The parties hereto, other than the New Lenders, are party to a Credit Agreement dated as of February 11, 2011 (the
“Credit Agreement”). Terms defined in the Credit Agreement and not otherwise defined herein have the same respective meanings when used herein, and the provisions of Section 1.02 of the Credit Agreement are incorporated
herein by reference. 
 B. The Borrower, the Continuing Lenders and the New Lenders wish to revise the pricing terms of the
Credit Agreement, extend the Expiration Date pursuant to Section 2.20 of the Credit Agreement and restate Schedule 2.01 to the Credit Agreement, and the Lenders wish to waive certain requirements of Section 2.20 of the Credit Agreement.
Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders, the Issuing Banks and the Administrative Agent hereby agree as set forth below. 

SECTION 1. Amendments to Credit Agreement. Subject to satisfaction of the conditions precedent set forth in Section 3 of this
Amendment, the Borrower, the Continuing Lenders and the New Lenders hereby agree that the Credit Agreement is amended as set forth below. 
 (a) The definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is amended in full to read as follows: 

“‘Applicable Rate’ shall mean, on any date with respect to the Facility Fee, Eurodollar
Loans, ABR Loans or the LC Participation Fee, the rate per annum set forth in the following table in the ‘Facility Fee,’ ‘Eurodollar Margin,’ ‘ABR Margin’ or ‘LC Participation Fee’ column, as applicable, for
the Pricing Level in effect for such date. 








									
	 Pricing Level
	  	Facility Fee	 	Eurodollar Margin	 	ABR Margin	 	LC Participation Fee
	 I
	  	0.100%	 	0.775%	 	0.000%	 	0.775%
	 II
	  	0.125%	 	0.875%	 	0.000%	 	0.875%
	 III
	  	0.175%	 	0.950%	 	0.000%	 	0.950%
	 IV
	  	0.200%	 	1.050%	 	0.050%	 	1.050%
	 V
	  	0.250%	 	1.250%	 	0.250%	 	1.250%
	 VI
	  	0.300%	 	1.450%	 	0.450%	 	1.450%

 For purposes of determining which Pricing Level is applicable in the foregoing table, the following rules
will apply: 
 ‘Pricing Level I’ will be applicable at any date if, at such date, the Senior Debt Rating is Fifth
Lowest Investment Grade or higher; 
 ‘Pricing Level II’ will be applicable at any date if, at such date, the Senior
Debt Rating is Fourth Lowest Investment Grade and Pricing Level I is not applicable; 
 “Pricing Level III” will be
applicable at any date if, at such date, the Senior Debt Rating is Third Lowest Investment Grade and neither Pricing Level I nor Pricing Level II is applicable; 
 ‘Pricing Level IV’ will be applicable at any date if, at such date, the Senior Debt Rating is Second Lowest Investment Grade and none of Pricing Level I, Pricing Level II or Pricing Level III is
applicable; 
 ‘Pricing Level V’ will be applicable at any date if, at such date, the Senior Debt Rating is Lowest
Investment Grade and none of Pricing Level I, Pricing Level II, Pricing Level III or Pricing Level IV is applicable; 

‘Pricing Level VI’ will be applicable at any date if, at such date, (i) the Senior Debt Rating is Highest Non-Investment
Grade or lower or (ii) there is no applicable Senior Debt Rating.” 
 (b) The definition of “Expiration
Date” in Section 1.01 of the Credit Agreement is amended in full to read as follows: 

“‘Expiration Date’ shall mean February 10, 2017.” 

(c) Schedule 2.01 to the Credit Agreement is amended in full to be in the form attached hereto as Schedule 2.01. 

SECTION 2. Waivers. Subject to satisfaction of the conditions precedent set forth in Section 3 of this Amendment, the Lenders
hereby waive (a) the notice provided for in Section 2.20(a) of the Credit Agreement with respect to extension of the Expiration Date, (b) the provisions of Section 2.20(f) of the Credit Agreement, to the extent different from the
provisions of Section 5 hereof, and (c) the condition specified in Section 4.03(a) of the Credit Agreement that no Loans be outstanding on the date of extension of the Expiration Date pursuant to Section 2.20. 

  
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 SECTION 3. Conditions Precedent. This Amendment shall become effective on the date
(the “Effective Date”), not later than December 30, 2011, on which all of the conditions set forth below have been fulfilled. 
 (a) The Administrative Agent shall have received all of the following, each dated the Effective Date (unless otherwise specified below), in form and substance satisfactory to the Administrative Agent and
in the number of originals requested thereby: 
 (i) this Amendment, duly executed by the Borrower, the Lenders and the Issuing
Banks; 
 (ii) evidence that the Borrower has furnished to the trustee under the First Mortgage the evidence of extension
contemplated by Article I, Section 1, subsection (II)(h) of the Supplemental Indenture; 
 (iii) opinions of Davis Wright
Tremaine LLP, counsel to the Borrower, Hawley Troxell Ennis & Hawley LLP, Idaho counsel to the Borrower, and Crowley Fleck PLLP, Montana counsel to the Borrower (or such other firm or firms approved by the Administrative Agent), each
addressed to the Administrative Agent, the Lenders and the Issuing Banks (or, in the case of the latter two opinions, addressed to Davis Wright Tremaine LLP), with respect to such matters relating to (A) the Borrower, (B) this Amendment
and each Commitment Extension Supplement delivered pursuant hereto (the “Amendment Documents”) and (C) the Loan Documents as amended by the Amendment Documents as the Administrative Agent or any Lender or Issuing Bank
may reasonably request (the Borrower hereby instructing each such counsel to deliver its opinion to the Administrative Agent); 

(iv) evidence satisfactory to the Administrative Agent that the Borrower has obtained all consents and approvals of, and has made all
filings and registrations with, any Governmental Authority required in order to consummate the Transactions (as defined in Section 4(b) hereof), in each case without the imposition of any condition that, in the judgment of the Administrative
Agent, could adversely affect the rights or interests of the Lenders, the Issuing Banks or the Administrative Agent under any of the Amendment Documents or the Loan Documents as amended thereby; 

(v) a copy of the articles of incorporation of the Borrower (as most recently amended and restated), including all amendments thereto,
certified as of a recent date by the Secretary of State of the State of Washington; 
 (vi) certificates, each dated as of a
recent date, from the appropriate Governmental Authorities of the States of Washington, Idaho, Montana and Oregon as to the good standing of the Borrower to do business in those states; 

  
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 (vii) a certificate of the Secretary or Assistant Secretary of the Borrower certifying
(A) that attached thereto is a true and complete copy of the restated articles of incorporation and the bylaws of the Borrower as in effect on the Effective Date of this Amendment and at all times since a date prior to the date of the
resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of the Borrower authorizing the Transactions, and that such resolutions have not been
modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of the Borrower have not been amended since the date of the last amendment thereto shown on the certification with respect thereto furnished
pursuant to clause (v) above and (D) as to the incumbency and specimen signature of each officer executing any Amendment Document or any other document delivered in connection therewith on behalf of the Borrower; 

(viii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant
Secretary executing the certificate provided pursuant to clause (vii) above; 
 (ix) a certificate of a Financial Officer
of the Borrower certifying that the representations and warranties set forth in Sections 4(f) and (g) of this Amendment are true and correct; 
 (x) an endorsement or other written assurance, dated as of a recent date, provided by First American Title Insurance Company confirming that title insurance policy number NSL 31426-SEA issued thereby,
including all endorsements thereto (collectively the “Title Policy”), (A) insures the Lien of the First Mortgage (including as modified by the Supplemental Indenture) securing the First Mortgage Bond, in each case with
the Expiration Date extended to February 10, 2017, (B) insures the trustee under the First Mortgage as the insured party and (C) insures the Borrower’s title to the real property subject to the Lien of the First Mortgage, and the
validity and first priority of the Lien of the First Mortgage (subject to Liens permitted to exist by the terms of the First Mortgage), in an amount not less than $785,000,000, certified by a Financial Officer of the Borrower; 

(xi) a Commitment Extension Supplement with respect to each Additional Commitment Lender, duly executed by such Additional Commitment
Lender, the Borrower and each Issuing Bank; 
 (xii) an Administrative Questionnaire, duly executed by each New Lender; and

 (xiii) such other documents as the Administrative Agent or any Lender, or legal counsel to any of them, may reasonably
request. 
 (b) All fees payable by the Borrower to the Administrative Agent, the “Co-Lead Arrangers” identified on
the cover page of the Credit Agreement, the Issuing Banks, the Lenders or any of their respective Affiliates on or prior to the Effective Date with respect to this Amendment, and all amounts payable by the Borrower pursuant to Section 10.05 of
the Credit Agreement for which invoices have been delivered to the Borrower on or prior to the Effective Date, shall have been paid in full or arrangements satisfactory to the Administrative Agent shall have been made to cause them to be paid in
full. 

  
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 (c) All legal matters incident to the Amendment Documents, the Loan Documents as amended
thereby and the Transactions shall be reasonably satisfactory to the Administrative Agent, the Lenders, the Issuing Banks and their respective legal counsel. 
 SECTION 4. Representations and Warranties. In order to induce the Lenders, the Issuing Banks and the Administrative Agent to enter into this Amendment, the Borrower represents and warrants to them
as set forth below. 
 (a) The Borrower has the corporate power and authority (i) to execute and deliver the Amendment
Documents, (ii) to perform its obligations under the Amendment Documents and under the Loan Documents as amended thereby and (iii) to borrow Loans and procure the issuance of Letters of Credit. 

(b) The execution and delivery of the Amendment Documents by the Borrower, the performance by the Borrower of its obligations under the
Amendment Documents and the Loan Documents as amended thereby, and the borrowing of Loans and procurement of Letters of Credit under the Credit Agreement as amended hereby (collectively the “Transactions”), (i) have been
duly authorized by all requisite corporate and, if required, stockholder action and (ii) will not (A) violate any provision of law, statute, rule or regulation the violation of which could reasonably be expected to impair the validity or
enforceability of any Amendment Document or any Loan Document as amended thereby or materially impair the rights of or benefits available to the Lenders, the Issuing Banks or the Administrative Agent under any Amendment Document or any Loan Document
as amended thereby, (B) violate any provision of the certificate or articles of incorporation or other constitutive documents or bylaws of the Borrower or any Significant Subsidiary, (C) violate any order of any Governmental Authority the
violation of which could reasonably be expected to impair the validity or enforceability of any Amendment Document or any Loan Document as amended thereby or materially impair the rights of or benefits available to the Lenders, the Issuing Banks or
the Administrative Agent under any Amendment Document or any Loan Document as amended thereby, (D) violate any provision of any indenture or other material agreement or instrument evidencing or relating to borrowed money to which the Borrower
or any Significant Subsidiary is a party or by which any of them or any of their property is or may be bound, in a manner that could reasonably be expected to impair the validity or enforceability of any Amendment Document or any Loan Document as
amended thereby or materially impair the rights of or benefits available to the Lender, the Issuing Banks or the Administrative Agent under any Amendment Document or any Loan Document as amended thereby, (E) be in conflict with, result in a
breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement or other instrument in a manner that could reasonably be expected to impair the validity or enforceability of any Amendment
Document or any Loan Document as amended thereby or materially impair the rights of or benefits available to the Lenders, the Issuing Banks or the Administrative Agent under any Amendment Document or any Loan Document as amended thereby or
(F) result in the creation or imposition under any such indenture, agreement or other instrument of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower. 

  
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 (c) This Amendment has been duly executed and delivered by the Borrower and constitutes, and
each other Amendment Document when executed and delivered by the Borrower will constitute, a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms. 

(d) No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be
required in connection with the Transactions, except such as have been made or obtained and are in full force and effect. 
 (e)
The First Mortgage constitutes a valid and perfected first-priority Lien on the collateral purported to be encumbered thereby (subject to Liens permitted to exist by the terms of the First Mortgage), enforceable against all third parties in all
jurisdictions, and secures the payment of all obligations of the Borrower under the First Mortgage Bond, and the execution, delivery and performance of this Amendment and the other Amendment Documents do not adversely affect the Lien of the First
Mortgage. 
 (f) The representations and warranties set forth in the Credit Agreement and in each other Loan Document are true
and correct in all material respects on and as of the Effective Date after giving effect to the Amendment Documents, except to the extent such representations and warranties expressly relate to an earlier date. 

(g) No Default or Event of Default has occurred and is continuing either before or after giving effect to the Amendment Documents.

 SECTION 5. Assignment of Loans, LC Disbursements and LC Participations to Reflect Revised Commitments. 

(a) On the Effective Date, each Additional Commitment Lender shall purchase, as an assignment from the Exiting Lenders, such portions of
the Exiting Lenders’ Commitments, Loans, unreimbursed LC Disbursements and participations in Letters of Credit outstanding at such time such that, after giving effect to such assignments, the respective aggregate amount of Commitments, Loans,
unreimbursed LC Disbursements and participations in Letters of Credit of each Additional Commitment Lender shall be equal to its Pro Rata Share (determined by reference to Schedule 2.01 attached hereto) of the aggregate Commitments, Loans,
unreimbursed LC Disbursements and participations in Letters of Credit outstanding. The purchase price for the Commitments, Loans, unreimbursed LC Disbursements and participations in Letters of Credit so assigned shall be the sum of (i) the
principal amount of the Loans and unreimbursed LC Disbursements so assigned plus the amount of accrued and unpaid interest thereon as of the date of assignment, (ii) the amount of accrued and unpaid LC Participation Fees as of the date of
assignment on the participations in Letters of Credit so assigned and (iii) the amount of accrued and unpaid Facility Fees as of the date of assignment on the Commitments so assigned. Each Additional Commitment Lender shall pay the aggregate
purchase price payable by it to the Administrative Agent on the Effective Date, and the Administrative Agent shall promptly forward to each Exiting Lender the portion thereof payable to it. Upon payment of the applicable amounts to the Exiting
Lenders, the Exiting Lenders shall automatically be deemed to have sold and made the applicable assignments to the Additional Commitment Lenders and shall be released from their respective obligations under the Loan Documents, and the Additional
Commitment Lenders shall automatically be deemed to have purchased and accepted such assignments from the Exiting Lenders and, in the case of each Additional Commitment Lender not already a Lender under the Credit Agreement, shall become parties to
the Credit Agreement and, to the extent of the interests assigned thereto, have the rights and obligations of Lenders under the Credit Agreement and the other Loan Documents. 

  
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 (b) Without limiting the foregoing, upon the effectiveness of the assignments contemplated
by clause (a) above, (i) each Exiting Lender shall be discharged from its Commitment and other obligations (other than the return of its Note) under the Credit Agreement and shall no longer be a Lender thereunder, (ii) the Borrower,
the Administrative Agent and the Issuing Banks shall be deemed to have consented to the assignments effected pursuant to clause (a) above, and (iii) the Administrative Agent shall record the Commitments, Loans and LC Disbursements of each
Additional Commitment Lender and each Exiting Lender as provided in Section 10.04 of the Credit Agreement to reflect such assignments. 
 SECTION 6. Effect of Amendment on Interest and Fee Rates. Changes in interest rates and fee rates effected by this Amendment shall apply with respect to interest and fees accruing on or after the
Effective Date, and interest rates and fee rates in effect before the Effective Date shall apply with respect to interest and fees accrued before the Effective Date. 
 SECTION 7. Reference to and Effect on Loan Documents. 
 (a) On and after
the effective date of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement, and each reference
in the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended by this Amendment. 
 (b) Except as specifically amended above, the Credit Agreement and the other Loan Documents shall
remain in full force and effect and are hereby ratified and confirmed. Without limiting the generality of the foregoing, the First Mortgage and all of the collateral described therein do and shall continue to secure the payment of all obligations
under the First Mortgage Bond, as amended hereby. 
 (c) The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Administrative Agent, any Issuing Bank or any Lender under any of the Loan Documents or constitute a waiver of any provision of any of the Loan Documents, except as expressly provided herein.


  
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 SECTION 8. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier or e-mail shall be effective as delivery of an originally executed counterpart of this Amendment. 
 SECTION 9. Governing Law. THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

SECTION 10. Headings. Section headings in this Amendment are for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose. 
 [Signature pages follow.] 

  
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 The parties hereto have caused this Amendment to be executed by their respective duly
authorized representatives as of the date first written above. 
  

			
	AVISTA CORPORATION


 
			
		
	By:	 	     /s/ Mark T.
Thies



 
			
	Name: Mark T. Thies
	 Title:   Senior Vice President and
             Chief Financial Officer




  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-1	 	









 
			
	UNION BANK, N.A., as Administrative Agent, an Issuing Bank and a Continuing Lender




			
		
	By:	 	     /s/ Bryan P.
Read



 
			
	Name:	 	Bryan P. Read
	Title:	 	Vice President



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-2	 	









 
			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as an Issuing Bank and a Continuing Lender

		
	By:	 	     /s/ Tom Beil

	Name: Tom Beil
	Title:   Senior Vice President



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-3	 	









 
			
	 THE BANK OF NEW YORK MELLON,
 as a Continuing Lender



 
			
		
	By:	 	     /s/ Mark W.
Rogers



 
			
	Name:	 	Mark W. Rogers
	Title:	 	Vice President



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-4	 	









 
			
	 KEYBANK NATIONAL ASSOCIATION,
 as a Continuing Lender




 
			
		
	By:	 	     /s/ Keven D.
Smith



 
			
	Name:	 	Keven D. Smith
	Title:	 	Senior Vice President



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-5	 	









 
			
	 U.S. BANK NATIONAL ASSOCIATION,
 as a Continuing Lender




 
			
		
	By:	 	     /s/ Raymond J.
Palmer



 
			
	Name:	 	Raymond J. Palmer
	Title:	 	Senior Vice President



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-6	 	









 
			
	BANK OF AMERICA, N.A., as a Continuing Lender


 
			
		
	By:	 	     /s/ Mark N.
Crawford



 
			
	Name:	 	Mark N. Crawford
	Title:	 	Senior Vice President



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-7	 	









 
			
	 JPMORGAN CHASE BANK, N.A.,
 as a Continuing Lender




 
			
		
	By:	 	     /s/ John E.
Zur



 
			
	Name:	 	John E. Zur
	Title:	 	Authorized Officer



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-8	 	









 
			
	UBS LOAN FINANCE LLC, as a Continuing Lender
		
	By:	 	     /s/ Irja R.
Otsa



 
			
	Name:	 	Irja R. Otsa
	Title:	 	Associate Director


 
			
		
	By:	 	     /s/ Mary E.
Evans



 
			
	Name:	 	Mary E. Evans
	Title:	 	Associate Director



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-9	 	









 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Continuing Lender


 
			
		
	By:	 	     /s/ William
O’Daly



 
			
	Name:	 	William O’Daly
	Title:	 	Director


 
			
		
	By:	 	     /s/ Sanja
Gazahi



 
			
	Name:	 	Sanja Gazahi
	Title:	 	Associate



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-10	 	









 
			
	COBANK, ACB, as a New Lender


 
			
		
	By:	 	     /s/ Josh
Batchelder



 
			
	Name:	 	Josh Batchelder
	Title:	 	Vice President



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-11	 	









 
			
	BANNER BANK, as a Continuing Lender


 
			
		
	By:	 	     /s/ Ben
Luety



 
			
	Name:	 	Ben Luety, CPA
	Title:	 	Assistant Vice President



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-12	 	









 
			
	BANK HAPOALIM B.M., as an Exiting Lender


 
			
		
	By:	 	     /s/ Helen H.
Gateson



 
			
	Name:	 	Helen H. Gateson
	Title:	 	Vice President


 
			
		
	By:	 	     /s/ Frederic S.
Becker



 
			
	Name:	 	Frederic S. Becker
	Title:	 	Senior Vice President



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-13	 	









 
			
	CIBC INC., as an Exiting Lender


 
			
		
	By:	 	     /s/ Robert W. Casey
Jr.



 
			
	Name:	 	Robert W. Casey Jr.
	Title:	 	Authorized Signatory


 
			
		
	By:	 	     /s/ Joshua J.
Hogarth



 
			
	Name:	 	Joshua J. Hogarth
	Title:	 	Authorized Signatory



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-14	 	









 
			
	COMERICA BANK, as an Exiting Lender


 
			
		
	By:	 	     /s/ Steve
Clear



 
			
	Name:	 	Steve Clear
	Title:	 	Vice President



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-15	 	









 
			
	FIRST COMMERCIAL BANK LTD.,
	NEW YORK BRANCH, as an Exiting Lender


 
			
		
	By:	 	     /s/ Jason
Lee



 
			
	Name:	 	Jason Lee
	Title:	 	Vice President and General Manager



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-16	 	









 
			
	SCOTIABANK INC., as an Exiting Lender


 
			
		
	By:	 	     /s/ J.F.
Todd



 
			
	Name:	 	J.F. Todd
	Title:	 	Managing Director



  

					
	First Amendment to Credit Agreement and Waiver Thereunder	 	S-17	 	









 SCHEDULE 2.01 
 Names, Commitments and Addresses of Lenders 
  

					
	 Lender
	  	Commitment	 
	 Union Bank, N.A.

445 South Figueroa Street

Los Angeles, CA 90071

Attention: Bryan Read

Telecopy: 213-236-4096
	  	$	60,000,000	  
		
	 Wells Fargo Bank, National Association

601 West 1st Avenue, Suite 900

Spokane, WA 99201

Attention: Tom Beil / Jessy Hummel

Telecopy: 866-917-7929
	  	$	60,000,000	  
		
	 The Bank of New York Mellon

BNY Mellon Center, Room 3600

Pittsburgh, PA 15258-0001

Attention: Mark W. Rogers

Telecopy: 412-236-6112
	  	$	42,500,000	  
		
	 KeyBank National Association

601 108th Avenue
 Bellevue, WA 98004
 Attention: Keven Smith

Telecopy: 425-709-4348
	  	$	42,500,000	  
		
	 U.S. Bank National Association

101 South Capitol Boulevard

Boise, ID 83712
 Attention: Holland Williams
 Telecopy:
208-383-7574
	  	$	42,500,000	  
		
	 Bank of America, N.A.

800 5th Avenue, Floor 36

WA 1-501-36-06
 Seattle, WA 98104
 Attention: Mark Crawford

Telecopy: 206-585-8638
	  	$	33,725,000	  









					
	 Lender
	  	Commitment	 
	 JPMorgan Chase Bank, N.A.

10 South Dearborn Street, Floor 9

Chicago, IL 60603

Attention: John Zur

Telecopy: 312-732-1762
	  	$	33,725,000	  
		
	 UBS Loan Finance LLC

677 Washington Boulevard

Stamford, CT 06901

Attention: Denise Bushee

Telecopy: 203-719-3888
	  	$	33,725,000	  
		
	 Credit Suisse AG, Cayman Islands Branch

11 Madison Avenue

New York, NY 10010

Attention: William O’Daly

Telecopy: 212-743-2254
	  	$	21,012,500	  
		
	 CoBank, ACB

5500 South Quebec Street

Greenwood Village, CO 80111

Attention: Josh Batchelder

Telecopy: 303-740-4120
	  	$	20,000,000	  
		
	 Banner Bank

802 West Riverside Avenue

Spokane, WA 99201

Attention: Ben Luety

Telecopy: 509-482-5765
	  	$	10,312,500	  
		  	  
	  
	 
	 Total:
	  	$	400,000,000	  


  
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