Exhibit 4(a)(33)
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AVISTA CORPORATION
TO
CITIBANK, N.A.
AS SUCCESSOR TRUSTEE UNDER
MORTGAGE AND DEED OF TRUST,
DATED AS OF JUNE 1, 1939
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THIRTY-THIRD SUPPLEMENTAL INDENTURE
PROVIDING AMONG OTHER THINGS FOR A SERIES OF BONDS DESIGNATED
"FIRST MORTGAGE BONDS, COLLATERAL SERIES DUE 2005"
DUE MAY 5, 2005
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Dated as of May 1, 2004
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THIRTY-THIRD SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the 1st day of May 2004, between
AVISTA CORPORATION (formerly known as The Washington Water Power Company), a
corporation of the State of Washington, whose post office address is 0000 Xxxx
Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000 (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 000 Xxxx Xxxxxx, Xxx Xxxx, 00000 New York
(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 "Thirty-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, Xxxxxxx X. Xxxx (then
Individual Trustee under the Mortgage, as supplemented) ceased to be a trustee
thereunder on July 23, 1969, and all of his powers as Individual Trustee have
devolved upon the Trustee and its successors alone; and
WHEREAS by the Original Mortgage the Company covenanted that
it would execute and deliver such further instruments and do such further acts
as might be necessary or proper to carry out more effectually the purposes of
the Original Mortgage and to make subject to the lien of the Original Mortgage
any property thereafter acquired intended to be subject to the lien thereof; and
WHEREAS the Company has heretofore executed and delivered, in
addition to the Original Mortgage, the indentures supplemental thereto, and has
issued the series of bonds, set forth in Exhibit A hereto (the Mortgage, as
supplemented and amended by the First through Thirty-second Supplemental
Indentures being herein sometimes called collectively, the "Mortgage"); and
WHEREAS the Original Mortgage and the First through
Thirty-first Supplemental Indentures have been appropriately filed or recorded
in various official records in the States of Washington, California, Idaho,
Montana and Oregon, as set forth in the First through Thirty-second Supplemental
Indentures and the Instrument of Further Assurance, dated December 15, 2001,
hereinafter referred to; and
WHEREAS the Thirty-second Supplemental Indenture, dated as of
September 1, 2003, has been appropriately filed or recorded in the various
official records in the States of Washington, California, Idaho, Montana and
Oregon set forth in Exhibit B hereto; and
WHEREAS for the purpose of confirming or perfecting the lien
of the Mortgage on certain of its properties, the Company has heretofore
executed and delivered a Short Form Mortgage and Security Agreement, in multiple
counterparts dated as of various dates in 1992, and such instrument has been
appropriately filed or recorded in the various official records in the States of
California, Montana and Oregon; and
2
WHEREAS for the purpose of confirming or perfecting the lien
of the Mortgage on certain of its properties, the Company has heretofore
executed and delivered an Instrument of Further Assurance, dated as of December
15, 2001, and such instrument has been appropriately filed or recorded in the
various official records in the States of Washington, California, Idaho, Montana
and Oregon; and
WHEREAS in addition to the property described in the Mortgage
the Company has acquired certain other property, rights and interests in
property; and
WHEREAS Section 8 of the Original Mortgage provides that the
form of each series of bonds (other than the First Series) issued thereunder and
of the coupons to be attached to coupon bonds of such series shall be
established by Resolution of the Board of Directors of the Company; that the
form of such series, as established by said Board of Directors, shall specify
the descriptive title of the bonds and various other terms thereof; and that
such series may also contain such provisions not inconsistent with the
provisions of the Mortgage as the Board of Directors may, in its discretion,
cause to be inserted therein expressing or referring to the terms and conditions
upon which such bonds are to be issued and/or secured under the Mortgage; and
WHEREAS Section 120 of the Original Mortgage provides, among
other things, that any power, privilege or right expressly or impliedly reserved
to or in any way conferred upon the Company by any provision of the Mortgage,
whether such power, privilege or right is in any way restricted or is
unrestricted, may be in whole or in part waived or surrendered or subjected to
any restriction if at the time unrestricted or to additional restriction if
already restricted, and the Company may enter into any further covenants,
limitations or restrictions for the benefit of any one or more series of bonds
issued thereunder, or the Company may cure any ambiguity contained therein, or
in any supplemental indenture, by an instrument in writing executed and
acknowledged by the Company in such manner as would be necessary to entitle a
conveyance of real estate to record in all of the states in which any property
at the time subject to the lien of the Mortgage shall be situated; and
WHEREAS the Company now desires to create a new series of
bonds; and
WHEREAS the execution and delivery by the Company of this
Thirty-third Supplemental Indenture, and the terms of the bonds of the
Thirty-first 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 Thirty-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
3
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 Mortgage, may hereafter acquire
prior to the satisfaction and discharge of the Mortgage, as fully and
completely as if herein or in the Mortgage specifically described, and
including (without in anywise limiting or impairing by the enumeration
of the same the scope and intent of the foregoing or of any general
description contained in Mortgage) all lands, real estate, easements,
servitudes, rights of way and leasehold and other interests in real
estate; all rights to the use or appropriation of water, flowage
rights, water storage rights, flooding rights, and other rights in
respect of or relating to water; all plants for the generation of
electricity, power houses, dams, dam sites, reservoirs, flumes,
raceways, diversion works, head works, waterways, water works, water
systems, gas plants, steam heat plants, hot water plants, ice or
refrigeration plants, stations, substations, offices, buildings and
other works and structures and the equipment thereof and all
improvements, extensions and additions thereto; all generators,
machinery, engines, turbines, boilers, dynamos, transformers, motors,
electric machines, switchboards, regulators, meters, electrical and
mechanical appliances, conduits, cables, pipes and mains; all lines and
systems for the transmission and distribution of electric current, gas,
steam heat or water for any purpose; all towers, mains, pipes, poles,
pole lines, conduits, cables, wires, switch racks, insulators,
compressors, pumps, fittings, valves and connections; all motor
vehicles and automobiles; all tools, implements, apparatus, furniture,
stores, supplies and equipment; all franchises (except the Company's
franchise to be a corporation), licenses, permits, rights, powers and
privileges; and (except as hereinafter or in the Mortgage expressly
excepted) all the right, title and interest of the Company in and to
all other property of any kind or nature.
The property so conveyed or intended to be so conveyed under the Mortgage shall
include, but shall not be limited to, the property set forth in Exhibit C
hereto, the particular description of which is intended only to aid in the
identification thereof and shall not be construed as limiting the force, effect
and scope of the foregoing.
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the aforesaid property
or any part thereof, with the reversion and reversions, remainder and remainders
and (subject to the provisions of Section 57 of the Original Mortgage) the
tolls, rents, revenues, issues, earnings, income, product and profits thereof,
and all the estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter acquire in and to
the aforesaid property and franchises and every part and parcel thereof.
THE COMPANY HEREBY CONFIRMS that, subject to the provisions of
Section 87 of the Original Mortgage, all the property, rights, and franchises
acquired by the
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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 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 Thirty-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.
The Company further covenants and agrees to and with the
Trustee and its successor or successors in such trust under the Mortgage, as
follows:
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ARTICLE I
THIRTY-FIRST SERIES OF BONDS
SECTION 1. (I) There shall be a series of bonds designated
"Collateral Series due 2005" (herein sometimes referred to as the "Thirty-first
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 Thirty-first 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 Thirty-first Series shall mature on May 5,
2005 and shall bear interest, be redeemable and have such other terms and
provisions as set forth below.
(II) The Bonds of the Thirty-first Series shall have the
following terms and characteristics:
(a) the Bonds of the Thirty-first Series shall be initially
authenticated and delivered under the Indenture in the aggregate
principal amount of $350,000,000;
(b) the Bonds of the Thirty-first 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
hereafter 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 Thirty-first Series payable at Maturity shall be payable
upon presentation thereof at the office or agency of the Company in the
Borough of Manhattan, The City of New York, in such coin or currency as
at the time of payment is legal tender for public and private debts.
The interest on each Bond of the Thirty-first Series (other than
interest payable at Maturity) shall be payable directly to the
registered owners thereof;
(d) the Bonds of the Thirty-first Series shall not be
redeemable, in whole or in part, at the option of the Company;
(e) (i) the Bonds of the Thirty-first 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 under the Credit Agreement, and further upon the condition
that, in accordance with the terms of
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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 Thirty-first 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) May 5, 2005, then all
Bonds of the Thirty-first 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 Thirty-first 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 Thirty-first Series);
(iv) the obligation of the Company to pay the principal of and
accrued interest on Bonds of the Thirty-first 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 Thirty-first 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 Thirty-first 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 Thirty-first 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 Thirty-first Series;
(g) in the event of an application by the Administrative Agent
for a substituted Bond of the Thirty-first 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 Thirty-first Series shall have such other
terms as are set forth in the form of bond attached hereto as Exhibit
D.
Anything in this Supplemental Indenture or in the Bonds of the
Thirty-first Series to the contrary notwithstanding, if, at the time of the
Maturity of such Bonds, the stated
7
aggregate principal amount of such Bonds then Outstanding shall exceed the
aggregate Revolving Credit Exposures (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 Thirty-third Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires, the terms defined below shall have the meanings specified:
"ADMINISTRATIVE AGENT" means The Bank of New York, in its
capacity as Administrative Agent under the Credit Agreement.
"BOND DELIVERY AGREEMENT" means the Bond Delivery Agreement,
dated May 6, 2004 between the Company and the Administrative Agent.
"CREDIT AGREEMENT" means the Credit Agreement, dated as of May
21, 2002, among the Company, the banks parties thereto, Keybank
National Association and Washington Mutual Bank, as Co-Agents, U.S.
Bank, National Association, as Managing Agent, Fleet National Bank and
Xxxxx Fargo Bank, as Documentation Agents, Union Bank of California,
N.A., as Syndication Agent, and The Bank of New York as Administrative
Agent and Issuing Bank, as amended, supplemented or otherwise modified
from time to time, including that certain Amendment No. 1, dated as of
May 13, 2003, among the Company, the banks parties thereto, Washington
Mutual Bank, as Managing Agent, Fleet National Bank, Keybank National
Association, U.S. Bank, National Association and Xxxxx Fargo Bank, as
Documentation Agents, Union Bank of California, N.A., as Syndication
Agent, and The Bank of New York, as Administrative Agent and Issuing
Bank, Amendment No. 2, dated as of November 25, 2003 among the Company,
the banks party thereto, Washington Mutual Bank, as Managing Agent,
Fleet National Bank, KeyBank National Association, U.S. Bank, National
Association and Xxxxx Fargo Bank, as Documentation Agents, Union Bank
of California, N.A, as Syndication Agent, and The Bank of New York, as
Administrative Agent and issuing Bank and Amendment No. 3, dated as of
May 6, 2004 among the Company, the banks party thereto, Bank of
America, N.A. and Commerzbank AG, as Managing Agents, KeyBank National
Association and U.S. Bank, National Association, as Documentation
Agents, Xxxxx Fargo Bank, as Documentation Agent and Issuing Bank,
Union Bank of California, N.A. as Syndication Agent and Issuing Bank,
and The Bank of New York, as Administrative Agent and Issuing Bank.
"INTEREST PAYMENT DATE" means June 30, 2004, September 30,
2004, December 31, 2004 and March 31, 2005.
"MATURITY" means the date on which the principal of the Bonds
of the Thirty-first 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", "LOANS" and "REVOLVING CREDIT EXPOSURES" shall
have the meanings specified in the Credit Agreement:
8
A copy of the Credit Agreement is on file at the office of the
Administrative Agent at Xxx Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 and at
the office of the Company at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000.
(IV) Upon the delivery of this Thirty-third Supplemental
Indenture, bonds of the Thirty-first Series in an aggregate principal amount not
to exceed $350,000,000 are to be issued and will be Outstanding, in addition to
$343,500,000 aggregate principal amount of bonds of prior series Outstanding at
the date of delivery of this Thirty-third Supplemental Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 1. The terms defined in the Original Mortgage shall,
for all purposes of this Thirty-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 Thirty-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 Thirty-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 Thirty-third Supplemental Indenture.
SECTION 3. Whenever in this Thirty-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 Thirty-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 Thirty-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 Thirty-third Supplemental
Indenture or any covenant, condition, stipulation, promise or agreement hereof,
and all the covenants, conditions, stipulations, promises and agreements in this
Thirty-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.
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SECTION 5. This Thirty-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
Thirty-third Supplemental Indenture shall not be deemed to be any part thereof.
------------------------
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IN WITNESS WHEREOF, on the 6th day of May, 2004, 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 6th day of May, 2004, 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/ XXXXX X. XXXXXXXX
----------------------------------
Senior Vice President
Attest:
/s/ XXXXX X. XXXXX
------------------------------------
Assistant Corporate Secretary
Executed, sealed and delivered
by AVISTA CORPORATION
in the presence of:
/s/ XXXXX X. XXXXXX
------------------------------------
/s/ XXXXXXXX X. XXXXXXXXX
------------------------------------
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CITIBANK, N.A., AS TRUSTEE
By /s/ XXXXX XXXX
----------------------------------
Xxxxx Xxxx, Vice President
Attest:
/s/ XXXXX XXXXX
------------------------------------
Xxxxx Xxxxx, Assistant Vice President
Executed, sealed and delivered
by CITIBANK, N.A.,
as trustee. in the presence of:
/s/ X.X. XXXXXXXX
------------------------------------
X. X. Xxxxxxxx
Vice President
/s/ XXXX X. XXXXXX
------------------------------------
Xxxx X. Xxxxxx
Vice President
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STATE OF WASHINGTON )
) ss.:
COUNTY OF SPOKANE )
On the 6th day of May 2004, before me personally appeared
Xxxxx Xxxxxxxx, 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 6th day of May 2004, before me, Xxx Xxxxx, a Notary
Public in and for the State and County aforesaid, personally appeared Xxxxx
Xxxxxxxx, 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/ XXX XXXXX
--------------------------------
Notary Public
Xxx Xxxxx
Notary Public
Commission Expires August 20, 0000
Xxxxx xx Xxxxxxxxxx
00
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the 6th day of May 2004, before me personally appeared
Xxxxx Xxxx, 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 6th day of May 2004, before me, a Notary Public in and
for the State and County aforesaid, personally appeared Xxxxx Xxxx, 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/ XXXXXXX XXXXXX
------------------------------------
Notary Public
Xxxxxxx Xxxxxx
Notary Public, State of New York
No. 01MU6086415
Qualified in Kings County
Commission Expires 1/21/07
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EXHIBIT A
MORTGAGE, SUPPLEMENTAL INDENTURES
AND SERIES OF BONDS
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MORTGAGE OR DATED AS OF SERIES PRINCIPAL PRINCIPAL
SUPPLEMENTAL ----------- ------ AMOUNT AMOUNT
INDENTURE NO. DESIGNATION ISSUED OUTSTANDING
------------------- --- ----------- ---------- ------------------
------------------------------------------------------------------------------------------------------------
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
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Third December 1, 1955 None
------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx 00, 0000 Xxxx
------------------------------------------------------------------------------------------------------------
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
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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
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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
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Seventeenth November 1, 1976 15 8-3/4% Series due 2006 30,000,000 None
------------------------------------------------------------------------------------------------------------
Xxxxxxxxxx Xxxx 0, 0000 Xxxx
------------------------------------------------------------------------------------------------------------
Nineteenth January 1, 1981 16 14-1/8% Series due 40,000,000 None
1991
------------------------------------------------------------------------------------------------------------
Twentieth August 1, 1982 17 15-3/4% Series due 60,000,000 None
1990-1992
------------------------------------------------------------------------------------------------------------
Twenty-First September 1, 18 13-1/2% Series due 60,000,000 None
1983 2013
------------------------------------------------------------------------------------------------------------
Twenty-Second March 1, 1984 19 13-1/4% Series due 60,000,000 None
1994
------------------------------------------------------------------------------------------------------------
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 50,000,000 None
2018
------------------------------------------------------------------------------------------------------------
Twenty-Fifth October 1, 1989 22 7-1/8% Series due 2013 66,700,000 None
------------------------------------------------------------------------------------------------------------
23 7-2/5% Series due 2016 17,000,000 None
------------------------------------------------------------------------------------------------------------
Twenty-Sixth April 1, 1993 24 Secured Medium-Term 250,000,000 89,500,000
Notes,
Series A
($250,000,000
authorized)
------------------------------------------------------------------------------------------------------------
Twenty-Seventh January 1, 1994 25 Secured Medium-Term 161,000,000 59,000,000
Notes,
Series B
($250,000,000
authorized)
------------------------------------------------------------------------------------------------------------
Twenty-Eighth September 1, 26 Collateral Series due 220,000,000 None
2001 2002
------------------------------------------------------------------------------------------------------------
Twenty-Ninth December 1, 2001 27 7.75% Series due 2007 150,000,000 150,000,000
------------------------------------------------------------------------------------------------------------
Thirtieth May 1, 2002 28 Collateral Series due 225,000,000 None
2003
------------------------------------------------------------------------------------------------------------
Thirty-First May 1, 2003 29 Collateral Series due 245,000,000 245,000,000*
2004
------------------------------------------------------------------------------------------------------------
Thirty-Second September 1, 30 6.125% Series due 2013 45,000,000 45,000,000
2003
------------------------------------------------------------------------------------------------------------
*To be retired in connection with the authentication and delivery of
the bonds of the Thirty-first series.
A-1
EXHIBIT B
FILING AND RECORDING OF
THIRTY-SECOND SUPPLEMENTAL INDENTURE
FILING IN STATE OFFICES
-------------------------------------------------------------------------------------------------------
STATE OFFICE OF DATE FINANCING STATEMENT
DOCUMENT NUMBER
-------------------------------------------------------------------------------------------------------
Washington Secretary of State 12/3/03 2003-337-0875-2
-------------------------------------------------------------------------------------------------------
Idaho Secretary of State 12/3/03 B-2003-0955960-8
-------------------------------------------------------------------------------------------------------
Montana Secretary of State 12/3/03 75787579
-------------------------------------------------------------------------------------------------------
Oregon Secretary of State 12/4/03 6412661
-------------------------------------------------------------------------------------------------------
California Secretary of State 12/4/03 334461026
-------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
RECORDING IN COUNTY OFFICES
---------------------------------------------------------------------------------------------------------------
COUNTY OFFICE OF FINANCING
REAL ESTATE MORTGAGE RECORDS STATEMENT
DOCUMENT
-------------------------------------------------------- NUMBER
DATE DOCUMENT NUMBER BOOK PAGE
---------------------------------------------------------------------------------------------------------------
WASHINGTON Auditor 12/2/03 271879 N/A N/A N/A
Xxxxx
---------------------------------------------------------------------------------------------------------------
Asotin Auditor 12/3/03 272936 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Xxxxxx Auditor 12/2/03 2003-058985 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Xxxxxxx Auditor 12/2/03 3068589 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Ferry Auditor 12/2/03 257712 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Franklin Auditor 12/2/03 1636649 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Garfield Auditor 12/2/03 0000 X/X X/X X/X
---------------------------------------------------------------------------------------------------------------
Grant Auditor 12/2/03 1139243 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Klickitat Auditor 12/3/03 1042654 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Xxxxx Auditor 12/3/03 3184912 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Lincoln Auditor 12/2/03 20030431377 83 4201 N/A
---------------------------------------------------------------------------------------------------------------
Pend Oreille Auditor 12/12/03 2003-0272789 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Skamania Auditor 12/5/03 151375 255 173 N/A
---------------------------------------------------------------------------------------------------------------
Spokane Auditor 12/3/03 5008190 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Xxxxxxx Auditor 12/2/03 2003-0016731 304 328 N/A
---------------------------------------------------------------------------------------------------------------
Xxxxxxxx Auditor 12/5/03 3601539 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Xxxxxxx Auditor 12/2/03 651354 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
IDAHO Recorder 12/2/03 232558 N/A N/A N/A
Benewah
---------------------------------------------------------------------------------------------------------------
Xxxxxx Recorder 12/3/03 639856 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Boundary Recorder 12/2/03 213391 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Clearwater Recorder 12/4/03 194596 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Idaho Recorder 12/2/03 432896 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
RECORDING IN COUNTY OFFICES
---------------------------------------------------------------------------------------------------------------
COUNTY OFFICE OF FINANCING
REAL ESTATE MORTGAGE RECORDS STATEMENT
DOCUMENT
-------------------------------------------------------- NUMBER
DATE DOCUMENT NUMBER BOOK PAGE
---------------------------------------------------------------------------------------------------------------
Kootenai Recorder 12/2/03 1846100 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Latah Recorder 12/2/03 483092 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Xxxxx Recorder 12/2/03 130286 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Nez Perce Recorder 12/2/03 699272 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Shoshone Recorder 12/2/03 413689 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
MONTANA
Big Horn Clerk & Recorder 12/3/03 330379 73 503 N/A
---------------------------------------------------------------------------------------------------------------
Xxxxxxxxxx Clerk & Recorder 12/3/03 147052 73 462 N/A
---------------------------------------------------------------------------------------------------------------
Golden Valley Clerk & Recorder 12/3/03 76130 M 10893 N/A
---------------------------------------------------------------------------------------------------------------
Xxxxxxx Clerk & Recorder 12/3/03 113115 F57 792 N/A
---------------------------------------------------------------------------------------------------------------
Mineral Clerk & Recorder 12/3/03 94870 N/A
---------------------------------------------------------------------------------------------------------------
Rosebud Clerk & Recorder 12/3/03 95410 107 171 N/A
---------------------------------------------------------------------------------------------------------------
Xxxxxxx Clerk & Recorder 12/3/03 43743 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Stillwater Clerk & Recorder 12/3/03 315691 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Treasure Clerk & Recorder 12/3/03 78585 N/A
---------------------------------------------------------------------------------------------------------------
Wheatland Clerk & Recorder 12/3/03 102318 N/A
---------------------------------------------------------------------------------------------------------------
Yellowstone Clerk & Recorder 12/3/03 3266239 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
OREGON Recorder N/A
Xxxxxxx 12/3/03 2003-032540
---------------------------------------------------------------------------------------------------------------
Xxxxxxx Recorder 12/8/03 03-82751 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Xxxxxxxxx Recorder 12/4/03 2003-030037 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Klamath Recorder 12/9/03 N/A M03 89770 N/A
---------------------------------------------------------------------------------------------------------------
Union Recorder 12/3/03 20038068 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Wallowa Recorder 12/3/03 49615 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
CALIFORNIA
El Dorado Recorder 12/9/03 2003-012342200 N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
B-2
EXHIBIT C
PROPERTY ADDITIONS
(A) Miscellaneous Fee-Owned Real Estate in the States of Washington
and Idaho:
1. Cabinet Gorge Mitigation properties; Xxxxxx County, State of
Idaho:
(a) Xxxx 0 xxx 0, Xxxxx 00, Xxxx 0 xx Xxxxxxx Xxxxx Properties
in Sec. 25, T. 55 N., R. 1 Xxxx X.X.;
(b) Xxx 00, Xxxxx 00, Xxxx 0 xx Xxxxxxx Xxxxx Properties in
Sec. 25, T. 55 N., R. 1 Xxxx X.X.;
(c) Xxx 00, Xxxxx 0, Xxxx 0 xx Xxxxxxx Xxxxx Properties in
Sec. 25, T. 55 N., R. 1 Xxxx X.X.;
(d) Xxx 00, Xxxxx 00, Xxxx 0 xx Xxxxxxx Xxxxx Properties in
Sec. 25, T. 55 N., R. 1 Xxxx X.X.;
(e) Xxx 0, Xxxxx 00, Xxxx 0 xx Xxxxxxx Xxxxx Properties in
Sec. 25, T. 55 N., R. 1 Xxxx X.X.;
(f) Xxxx 00, 00 xxx 00, Xxxxx 10, Unit 2 of Granite Creek
Properties in Section 25, T. 55 N., R. 1 Xxxx X.X.
2. Boulder transmission corridor; Spokane County, State of
Washington:
Tract W of Amended Survey filed in Book 92, Page 15E, Auditor
No. 5032496, situate in the N/2 of Sec. 5, GT. 25 N., R. 45
East, X.X.
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 due 2005
REGISTERED REGISTERED
NO. _________________ $___________________
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 May 5, 2005,
DOLLARS
and to pay the registered owner hereof interest thereon from May 6, 2004 in
arrears on June 30, 2004, September 30, 2004, December 31, 2004 and March 31,
2005 (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 Thirty-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 due 2005, all bonds of all such issue of series being issued and issuable
under and equally secured (except insofar as any sinking
or other fund, established in accordance with the provisions of the Mortgage
hereinafter mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust, dated as of June 1, 1939,
executed by the Company (formerly known as The Washington Water Power Company)
to City Bank Farmers Trust Company and Xxxxx X. Xxxxxx, as Trustees (Citibank,
N.A., successor Trustee to both said Trustees). Such mortgage and deed of trust
has been amended and supplemented by various supplemental indentures, including
the Thirty-third Supplemental Indenture, dated as of May 1, 2004 (the
"Thirty-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 The
Bank of New York, as Administrative Agent under the Credit Agreement (as such
terms are defined in the Thirty-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
Thirty-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) May 5,
2005, then all bonds of this series shall be redeemed or paid
D-2
immediately at the principal amount thereof plus accrued interest to the date of
redemption or payment.
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
Revolving Credit Exposures (as defined in the Thirty-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.
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.
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,
D-3
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 Officer
D-5
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
