Fifty-First Supplemental Indenture



 Exhibit 4.1 
 CONFORMED COPY 
  
  

 
 AVISTA CORPORATION

 TO 
 CITIBANK, N.A. 
 As Successor Trustee under 

Mortgage and Deed of Trust, 
 dated as of June 1, 1939 
  

 
 Fifty-first
Supplemental Indenture 
 Providing among other things for a series of bonds designated 

“First Mortgage Bonds, Collateral Series 2011A” 
 Due February 11, 2015
  

 
 Dated as of
February 1, 2011 
  
  

 







 FIFTY-FIRST SUPPLEMENTAL INDENTURE 

THIS INDENTURE, dated as of the 1st day of February, 2011, 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 “Fifty-first 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 Fiftieth Supplemental Indentures, being herein sometimes called the “Mortgage”); and

 WHEREAS the Original Mortgage and the First through Forty-seventh 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-eighth Supplemental Indentures and the Instrument of Further Assurance, dated December 15, 2001, hereinafter
referred to; and 
 WHEREAS the Forty-eighth Supplemental Indenture, the Forty-ninth Supplemental Indenture and the Fiftieth
Supplemental Indenture, each dated as of December 1, 2010, are being appropriately filed or recorded in the States of Washington, Idaho, Montana and Oregon, information as to such filing and recording to be set forth in a subsequent
supplemental indenture; 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 120 of the Original Mortgage, as
heretofore amended, provides that, without the consent of any holders of bonds, the Company and the Trustee, at any time and from time to time, may enter into indentures supplemental to the Original Mortgage for various purposes set forth therein,
including, without limitation, to cure ambiguities or correct defective or inconsistent provisions or to make other changes therein that shall not adversely affect the interests of the holders of bonds of any series in any material respect or to
establish the form or terms of bonds of any series as contemplated by Article II; and 
 WHEREAS Section 8 of the Original
Mortgage, as heretofore amended, provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of
Directors of the Company or by Treasurer’s Certificate, or shall be set forth in an indenture supplemental to the Original Mortgage; that the form of such series, as so established, shall specify the descriptive title of the bonds and various
other terms thereof; and that such series may also contain such provisions not inconsistent with the provisions of the Mortgage as the Company may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions
upon which such bonds are to be issued and/or secured under the Mortgage; and 
 WHEREAS the Company now desires to create a new
series of bonds; and 
 WHEREAS the execution and delivery by the Company of this Fifty-first Supplemental Indenture and the
terms of the Bonds of the Fifty-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 Fifty-first
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. 
 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. 

  
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 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 Fifty-first 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 

Fifty-third Series of Bonds 
 SECTION 1. (I) There shall be a series of bonds designated “Collateral Series 2011A” (herein sometimes referred to as the “Bonds of the Fifty-third Series”), each of which shall also
bear the descriptive title First Mortgage Bond, and the form thereof, is set forth on Exhibit B hereto. Bonds of the Fifty-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 Original Mortgage provided. Each Bond of the Fifty-third Series shall mature on
February 11, 2015 (or such later date to which such Stated Maturity shall have been extended as provided below) and shall bear interest, be redeemable and have such other terms and provisions as set forth below. 

(II) The Bonds of the Fifty-third Series shall have the following terms and characteristics: 

(a) the Bonds of the Fifty-third Series shall be initially authenticated and delivered under the Mortgage in the aggregate
principal amount of $400,000,000; 
 (b) the Bonds of the Fifty-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 B; 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 Fifty-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 Fifty-third Series (other than interest payable at Maturity) shall be payable directly to the registered owner thereof; 

(d) the Bonds of the Fifty-third Series shall not be redeemable, in whole or in part, at the option of the Company;

 (e) (i) the Bonds of the Fifty-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; 
 (ii) upon the earliest of (A) the
occurrence of an Event of Default (as hereinafter defined), and further upon the condition that, in accordance with the terms of the Credit Agreement, the Commitments (as so defined) 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 demanded that the Company provide cash collateral in the amount of the total LC Exposure (as so
defined) and the Administrative Agent shall have delivered to the 

  
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Company a notice demanding redemption of the Bonds of the Fifty-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) the Stated Maturity, then all Bonds of the Fifty-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 Fifty-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 Fifty-third Series); 
 (iv) the obligation of the Company to pay the principal of
and accrued interest on Bonds of the Fifty-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 Fifty-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 Fifty-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 Fifty-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 Fifty-third Series; 
 (g) in the event of an application by the Administrative Agent
for a substituted Bond of the Fifty-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) if the Expiration Date shall have been extended pursuant to Section 2.20 of the Credit Agreement,
and if the Company shall have furnished to the Trustee written evidence of such extension, executed by the Administrative Agent, the Stated Maturity shall, without further act, be deemed to have been extended to the Expiration Date (as so extended).

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

  
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 Anything in this Fifty-first Supplemental Indenture or in the Bonds of the Fifty-third
Series to the contrary notwithstanding, if, at the time of the Maturity of the Bonds of the Fifty-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, N.A., in its capacity as Administrative Agent under the Credit
Agreement. 
 “Bond Delivery Agreement” means the Bond Delivery Agreement, dated
February 11, 2011 between the Company and the Administrative Agent. 
 “Commitments” shall
have the meaning specified in the Credit Agreement. 
 “Credit Agreement” means the Credit
Agreement, dated as of February 11, 2011, among the Company, the lenders party thereto, The Bank of New York Mellon, KeyBank National Association and U.S. Bank National Association, as Co-Documentation Agents, Wells Fargo Bank, National
Association, as Syndication Agent and an Issuing Bank, and Union Bank, N.A., as Administrative Agent and an Issuing Bank. 
 “Event of Default” shall have the meaning specified in the Credit Agreement. 
 “Expiration Date” shall have the meaning specified in the Credit Agreement. 
 “Interest Payment Date” means March 31, June 30, September 30 and December 31. 

“LC Exposure” shall have the meaning specified in the Credit Agreement. 

“Loans” shall have the meaning specified in the Credit Agreement. 

“Maturity” means the date on which the principal of the Bonds of the Fifty-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. 

“Stated Maturity” means February 11, 2015 or such later date to which such date shall have been
extended as provided in subsection II(h) above. 
 A copy of the Credit Agreement is on file at the office of the Administrative
Agent at 445 South Figueroa Street, Los Angeles, CA 90071 and at the office of the Company at 1411 East Mission Avenue, Spokane, WA 99202. 

  
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 ARTICLE II 
 Outstanding Bonds 
 Upon the delivery of this Fifty-first Supplemental
Indenture, Bonds of the Fifty-third Series in the aggregate principal amount of $400,000,000 are to be issued and will be Outstanding, in addition to $1,178,700,000 aggregate principal amount of bonds of prior series Outstanding at the date of
delivery of this Fifty-first Supplemental Indenture (which amount excludes $320,000,000 in aggregate principal amount of First Mortgage Bonds, Collateral Series due 2011, and $75,000,000 in aggregate principal amount of First Mortgage
Bonds, Collateral Series 2009A, to be retired simultaneously with the issuance and delivery of the Bonds of the Fifty-third Series); it being understood that, subject to the provisions of the Mortgage, there shall be no limit upon the aggregate
principal amount of Bonds of the Fifty-third Series which may be authenticated and delivered hereunder. 
 ARTICLE III

 Miscellaneous Provisions 
 SECTION 1. The terms defined in the Original Mortgage shall, for all purposes of this Fifty-first 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 Fifty-first 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 Fifty-first 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 Fifty-first Supplemental Indenture. 
 SECTION 3. Whenever in this Fifty-first 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 Fifty-first 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 Fifty-first 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 Fifty-first Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof,


  
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and all the covenants, conditions, stipulations, promises and agreements in this Fifty-first 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 Fifty-first 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 Fifty-first Supplemental Indenture shall not be deemed to be any part thereof.

  
  

  
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 IN WITNESS WHEREOF, on the 11th day of February, 2011, 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 11th day of February, 2011, 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/ Jason R. Thackston

		 	Name: Jason R. Thackston
		 	Title: Vice President


  

	
	Attest:
	
	 /s/ Susan Y. Fleming

	 Name: Susan Y. Fleming
 Title:
Assistant Corporate Secretary

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

	
	 /s/ Ryan L. Krasselt

	 Name: Ryan L. Krasselt
 Title:
Treasury Financing Manager

	
	 /s/ Damien T. Lysiak

	 Name: Damien T. Lysiak
 Title:
Treasury Analyst



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

		 	Name: Wafaa Orfy
		 	Title: Vice President


  

	
	Attest:
	
	 /s/ Louis Piscitelli

	Name: Louis Piscitelli
	Title: Vice President
	
	 Executed, sealed and delivered
by CITIBANK, N.A.,
as trustee, in the presence of:

	
	 /s/ John Hannon

	Name: John Hannon
	
	 /s/ Cirino Emanuele

	Name: Cirino Emanuele


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

 On the 11th day of February, 2011, before me personally appeared Jason R.
Thackston, 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 11th day of February, 2011, before me, a Notary Public in and for the State and County aforesaid, personally appeared Jason
R. Thackston, 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. 

 

	
	 /s/ Rae An Cornell

	Notary Public
	
	RAE AN CORNELL
	 Notary Public
 State Of Washington
 Commission Expires January 29, 2014





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

 On the 9th day of February, 2011, 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 9th
day of February, 2011, 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/ Noreen Iris Santos

	Notary Public
	
	NOREEN IRIS SANTOS
	Notary Public, State Of New York
	Registration #01SA6228750
	Qualified in Nassau County
	Commission Expires Sept. 27, 2014



  
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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

  

  
 A-1










													
	 MORTGAGE OR SUPPLEMENTAL

INDENTURE
	  	 DATED AS OF
	  	 SERIES
	  	PRINCIPAL
AMOUNT

ISSUED	 	  	 PRINCIPAL

AMOUNT

OUTSTANDING

	  	  	NO.	  	 DESIGNATION
	  	  
	 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  
 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	  	  	43,000,000
						
	 Twenty-Seventh
	  	January 1, 1994	  	25	  	 Secured Medium-Term
 Notes, Series B
 ($250,000,000

authorized)
	  	 	161,000,000	  	  	None
						
	 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	  	  	None
						
	 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	  	  	25,000,000


  
 A-2










													
	 MORTGAGE OR SUPPLEMENTAL

INDENTURE
	  	 DATED AS OF
	  	 SERIES
	  	PRINCIPAL
AMOUNT

ISSUED	 	  	PRINCIPAL
AMOUNT
OUTSTANDING
	  	  	NO.	  	 DESIGNATION
	  	  
	 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
	    
   
	  	None  
 None

						
	 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	  	  	320,000,0001
						
	 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
						
	 Forty-third
	  	November 1, 2008	  	43	  	Collateral Series 2008A	  	 	200,000,000	  	  	None
						
	 Forty-fourth
	  	December 1, 2008	  	44	  	7.25% Series due 2013	  	 	30,000,000	  	  	None
						
	 Forty-fifth
	  	December 1, 2008	  	45	  	Collateral Series 2008B	  	 	17,000,000	  	  	None
						
	 Forty-sixth
	  	September 1, 2009	  	46	  	5.125% Series due 2022	  	 	250,000,000	  	  	250,000,000
						
	 Forty-seventh
	  	September 1, 2009	  	47	  	Collateral Series 2009A	  	 	75,000,000	  	  	75,000,0001
						
	 Forty-eighth
	  	December 1, 2010	  	48
 49
	  	 Collateral Series 2010A
 Collateral Series 2010B
	  	 
  
	66,700,000
 17,000,000
	  
   
	  	66,700,000

17,000,000

						
	 Forty-ninth
	  	December 1, 2010	  	50
 51
	  	 3.89% Series due 2020
 5.55% Series due 2040
	  	 
  
	52,000,000
 35,000,000
	  
   
	  	52,000,000

35,000,000

						
	 Fiftieth
	  	December 1, 2010	  	52	  	1.68% Series due 2013	  	 	50,000,000	  	  	50,000,000

  

	1	 To be retired in connection with the delivery of $400,000,000 of First Mortgage Bonds, Collateral Series 2011A. 



  
 A-3









 EXHIBIT B 
 (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 2011A 

			
	 REGISTERED
	 	REGISTERED
		
	 NO.         
	 	$400,000,000

 AVISTA
CORPORATION, a corporation of the State of Washington (hereinafter called the “Company”), for value received, hereby promises to pay to 
 , as Administrative Agent under the Credit Agreement hereinafter referred to or registered assigns on February 11 2015 (or such later date to which such Stated Maturity shall have been extended as
provided below) 
 DOLLARS 
 and to pay the registered owner hereof interest thereon from February 11, 2011 in arrears on March 31, June 30, September 30 and December 31 of each year, commencing
March 31, 2011 (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 Fifty-first 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 2011A, all bonds of all such series being issued and issuable under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford
additional security for the bonds of any particular series) by a Mortgage and Deed of Trust, dated as of June 1, 1939 (the “Original Mortgage”), executed by the Company (formerly


  
 B-1









 
known as The Washington Water Power Company) to City Bank Farmers Trust Company and Ralph E. Morton, as Trustees (Citibank, N.A., successor Trustee to both said Trustees). The Original Mortgage
has been amended and supplemented by various supplemental indentures, including the Fifty-first Supplemental Indenture, dated as of February 1, 2011 (the “Fifty-first 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. 
 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, N.A., as Administrative Agent under the Credit Agreement (as such
terms are defined in the Fifty-first 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 (as
defined in the Fifty-first Supplemental Indenture), and further upon the condition that, in accordance with the terms of the Credit Agreement, the Commitments (as so defined) 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 demanded that the Company provide cash collateral in the amount of the total LC Exposure (as so defined)
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) the Stated Maturity (as defined below), 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. 

  
 B-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). 

As used herein, “Stated Maturity” means February 11, 2015 or such later date to which such date shall have been extended
as provided in the Fifty-first Supplemental Indenture. 
 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, 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, 

  
 B-3









 
thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee
may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes. 
 In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are
exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations. 
 No recourse
shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor
corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators,
subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage. 

This bond shall not become obligatory until Citibank, N.A., the Trustee under the Mortgage, or its successor thereunder, shall have
signed the form of certificate endorsed hereon. 
 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:	 	  

		 		 	Name	 	
		 		 	Title:	 	

  

							
	 ATTEST:
	 	  
	  		  	

  

  
 B-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



  
 B-5









 ASSIGNMENT FORM 

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 
                                  
                                         
                                         
          
 [please insert social security or other identifying number of
assignee] 

                         
                                         
                                         
                  
 [please print or
typewrite name and address of assignee] 

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

			
		 	  

		 	[signature of assignor]

  

			
		 	Notice: The signature to this assignment must correspond with the name as written upon the face of the bond in every particular without alteration or enlargement or any change
whatsoever.


  
 B-6