Exhibit 4(a)-29
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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
------------------------
TWENTY-EIGHTH SUPPLEMENTAL INDENTURE
Providing among other things for a series of bonds designated
"First Mortgage Bonds, Collateral Series due 2002"
Due May 29, 2002
------------------------
Dated as of September 1, 2001
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TWENTY-EIGHTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the 1st day of September 2001,
between AVISTA CORPORATION (formerly known as The Washington Water Power
Company), a corporation of the State of Washington, whose post office address is
1411 East Mission Avenue, Spokane, Washington 99202 (the "Company"), and
CITIBANK, N.A., formerly First National City Bank (successor by merger to First
National City Trust Company, formerly City Bank Farmers Trust Company), a
national banking association incorporated and existing under the laws of the
United States of America, whose post office address is 111 Wall Street, New
York, 10043 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
"Twenty-eighth Supplemental Indenture") being supplemental to the Original
Mortgage, as heretofore supplemented and amended.
WHEREAS pursuant to a written request of the Company made in
accordance with Section 103 of the Original Mortgage, Francis M. Pitt (then
Individual Trustee under the Mortgage, as supplemented) ceased to be a trustee
thereunder on July 23, 1969, and all of his powers as Individual Trustee have
devolved upon the Trustee and its successors alone; and
WHEREAS by the Original Mortgage the Company covenanted that it
would execute and deliver such further instruments and do such further acts as
might be necessary or proper to carry out more effectually the purposes of the
Original Mortgage and to make subject to the lien of the Original Mortgage any
property thereafter acquired intended to be subject to the lien thereof; and
WHEREAS the Company has heretofore executed and delivered, in
addition to the Original Mortgage, the indentures supplemental thereto, and has
issued the series of bonds, set forth in Exhibit A hereto (the Mortgage, as
supplemented and amended by the First through Twenty-seventh Supplemental
Indentures being herein sometimes called collectively, the "Mortgage"); and
WHEREAS the Original Mortgage and the First through Twenty-sixth
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 Twenty-seventh Supplemental
Indentures; and
WHEREAS the Twenty-seventh Supplemental Indenture, dated as of
January 1, 1994, 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 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
Twenty-eighth Supplemental Indenture, and the terms of the bonds of the
Twenty-sixth 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 Twenty-eighth Supplemental
Indenture a valid, binding and legal instrument have been performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Company, in
consideration of the premises and of other good and valuable consideration, the
receipt and sufficiency whereof are hereby acknowledged, hereby confirms the
estate, title and rights of the Trustee (including without limitation the lien
of the Mortgage on the property of the Company subjected thereto, whether now
owned or hereafter acquired) held as security for the payment of both the
principal of and interest and premium, if any, on the bonds from time to time
issued under the Mortgage according to their tenor and effect and the
performance of all the provisions of the Mortgage and of such bonds, and,
without limiting the generality of the foregoing, hereby confirms the grant,
bargain, sale, release, conveyance, assignment, transfer, mortgage, pledge,
setting over and confirmation unto the Trustee, contained in the Mortgage, of
all the following described properties of the Company, whether now owned or
hereafter acquired, namely:
All of the property, real, personal and mixed, of every character
and wheresoever situated (except any hereinafter or in the Mortgage
expressly
3
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.
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.
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
4
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 Twenty-eighth 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:
ARTICLE I
TWENTY-SIXTH SERIES OF BONDS
SECTION 1. (I) There shall be a series of bonds designated
"Collateral Series due 2002" (herein sometimes referred to as the "Twenty-sixth
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 C hereto. Bonds of
the Twenty-sixth 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 Twenty-sixth Series shall mature on
5
May 29, 2002 and shall bear interest, be redeemable and have such other terms
and provisions as set forth below.
(II) The Bonds of the Twenty-sixth Series shall have the
following terms and characteristics:
(a) the Bonds of the Twenty-sixth Series shall be initially
authenticated and delivered under the Indenture in the aggregate
principal amount of $220,000,000;
(b) the Bonds of the Twenty-sixth Series shall bear interest at
the rate of ten per centum (10%) 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 C; 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 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 Twenty-sixth 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 Twenty-sixth Series (other than interest
payable at Maturity) shall be payable directly to the registered owners
thereof;
(d) the Bonds of the Twenty-sixth Series shall not be redeemable,
in whole or in part, at the option of the Company;
(e) (i) the Bonds of the Twenty-sixth Series are to be issued and
delivered to the 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 the Credit Agreement, the Commitments
(as hereinafter defined) shall have been or shall have terminated and
the Loans (as hereinafter defined) shall have been declared to be or
shall have otherwise become due and payable immediately and the Agent
shall have delivered to the Company a notice demanding redemption of the
Bonds of the Twenty-sixth 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 29, 2002, then all Bonds of the
Twenty-sixth 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 Twenty-sixth 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
6
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 Twenty-sixth Series);
(iv) the obligation of the Company to pay the principal of and
accrued interest on Bonds of the Twenty-sixth 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 Twenty-sixth 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
Twenty-sixth 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 Agent, signed by an authorized
officer thereof, stating that the principal of and/or interest on the
Bonds of the Twenty-sixth Series has become due and payable and had 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 Twenty-sixth Series;
(g) in the event of an application by the Agent for a substituted
Bond of the Twenty-sixth Series pursuant to Section 16 of the Original
Mortgage, the 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 Twenty-sixth Series shall have such other
terms as are set forth in the form of bond attached hereto as Exhibit C.
Anything in this Supplemental Indenture or in the Bonds of the
Twenty-sixth Series to the contrary notwithstanding, if, at the time of the
Maturity of such Bonds, the stated 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 Twenty-eighth Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires, the terms defined below shall have the meanings specified:
"AGENT" means Toronto Dominion (Texas), Inc., in its capacity as
Agent under the Credit Agreement.
"CREDIT AGREEMENT" means the Credit Agreement, dated as of May
31, 2001, among the Company, the banks parties thereto, The Bank of New
York, as
7
Documentation Agent, and Toronto Dominion (Texas), Inc. as Agent, as
amended, supplemented or otherwise modified from time to time.
"INTEREST PAYMENT DATE" means December 31, 2001 and March 30,
2002.
"MATURITY" means the date on which the principal of the Bonds of
the Twenty-sixth Series becomes due and payable, whether at stated
maturity, upon redemption or acceleration, or otherwise.
"COMMITMENTS", "LOANS", "OBLIGATIONS" and "REVOLVING CREDIT
EXPOSURES" shall have the meanings specified in the Credit Agreement:
A copy of the Credit Agreement is on file at the office of the
Agent at 909 Fannin, Suite 1700, Houston, TX 77010 and at the office of the
Company at 1411 East Mission Avenue, Spokane, WA 99202.
(IV) Upon the delivery of this Twenty-eighth Supplemental
Indenture, bonds of the Twenty-sixth Series in an aggregate principal amount
initially not to exceed $220,000,000 are to be issued and will be Outstanding,
in addition to $203,500,000 aggregate principal amount of bonds of prior series
Outstanding at the date of delivery of this Twenty-eighth Supplemental
Indenture.
ARTICLE II
SECTION 1. The Company reserves the right, subject to appropriate
corporate action, but without any consent or other action by holders of bonds of
the Twenty-sixth Series, to make such amendments to the Mortgage as shall be
necessary in order to make any or all of the amendments to the Mortgage set
forth in paragraphs (1), (2), (3), (4), (5), (6) and (8) of Exhibit C to the
Twenty-sixth Supplemental Indenture, dated as of April 1, 1993.
The Company confirms its reservation, contained in Article III of
the Fourteenth Supplemental Indenture, dated as of April 1, 1970, of the right,
subject to appropriate corporate action but without any consent or other action
by holders of bonds of the Twelfth Series (as defined therein), or of any
subsequently created series, to make such amendments to the Mortgage as shall be
necessary in order to amend Article XVIII of the Mortgage to read as set forth
in said Article III of said Fourteenth Supplemental Indenture. In addition, the
Company hereby reserves the right, subject to appropriate corporate action but
without any consent or other action by holders of bonds of the Twenty-sixth
Series, to make such amendments to the Mortgage as shall be necessary in order
to make the amendments to the Mortgage set forth in paragraph (7) of Exhibit C
to the Twenty-sixth Supplemental Indenture.
SECTION 2. Notwithstanding the provisions of Section 1 of this
Article II, no amendment to the Mortgage contemplated in such Section 1 shall
become effective while any Bonds of the Twenty-sixth Series remain Outstanding
unless the registered owner thereof shall have consented to such amendment.
8
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 1. The terms defined in the Original Mortgage shall, for
all purposes of this Twenty-eighth 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 Twenty-eighth 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 Twenty-eighth 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 Twenty-eighth Supplemental Indenture.
SECTION 3. Whenever in this Twenty-eighth 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 Twenty-eighth 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 Twenty-eighth 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 Twenty-eighth Supplemental Indenture
or any covenant, condition, stipulation, promise or agreement hereof, and all
the covenants, conditions, stipulations, promises and agreements in this
Twenty-eighth 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 Twenty-eighth 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
Twenty-eighth Supplemental Indenture shall not be deemed to be any part thereof.
------------------------
9
IN WITNESS WHEREOF, on the __th day of September 2001, 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 __th day of September 2001, CITIBANK, N.A., has caused its corporate name to
be hereunto affixed, and this instrument to be signed and sealed by its
President or one of its Vice Presidents or one of its Senior Trust Officers or
one of its Trust Officers and its corporate seal to be attested by one of its
Vice Presidents or one of its Trust Officers, all in The City of New York, New
York, as of the day and year first above written.
AVISTA CORPORATION
By_________________________________________
Vice President
Attest:
___________________________________
Corporate Secretary
Executed, sealed and delivered
by AVISTA CORPORATION
in the presence of:
___________________________________
___________________________________
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CITIBANK, N.A., AS TRUSTEE
By_________________________________________
Vice President
Attest:
___________________________________
Vice President
Executed, sealed and delivered
by CITIBANK, N.A.,
as trustee. in the presence of:
___________________________________
___________________________________
11
STATE OF WASHINGTON )
) ss.:
COUNTY OF SPOKANE )
On the __th day of September 2001, before me personally appeared
____________, to me known to be a Vice President of AVISTA CORPORATION, one of
the corporations that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said
Corporation for the uses and purposes therein mentioned and on oath stated that
he was authorized to execute said instrument and that the seal affixed is the
corporate seal of said Corporation.
On the __th day of September 2001, before me, _________, a Notary
Public in and for the State and County aforesaid, personally appeared
___________, known to me to be a Vice President of AVISTA CORPORATION, one of
the corporations that executed the within and foregoing instrument and
acknowledged to me that such Corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.
__________________________________
Notary Public
12
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the __th day of September 2001, before me personally appeared
__________, 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 __th day of September 2001, before me, __________, a
Notary Public in and for the State and County aforesaid, personally appeared
__________, known to me to be a 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.
__________________________________
Notary Public
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EXHIBIT A
MORTGAGE, SUPPLEMENTAL INDENTURES
AND SERIES OF BONDS
- ------------------------ ---------------- --------------------------- ----------------- ------------------
MORTGAGE OR PRINCIPAL PRINCIPAL
SUPPLEMENTAL SERIES AMOUNT AMOUNT
INDENTURE DATED AS OF NO. DESIGNATION ISSUED OUTSTANDING
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Original June 1, 1939 1 3-1/2% Series due $22,000,000 None
1964
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
First October 1, 1952 2 3-3/4% Series due 30,000,000 None
1982
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Second May 1, 1953 3 3-7/8% Series due 10,000,000 None
1983
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Third December 1, None
1955
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Fourth March 15, 1957 None
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Fifth July 1, 1957 4 4-7/8% Series due 30,000,000 None
1987
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Sixth January 1, 1958 5 4-1/8% Series due 20,000,000 None
1988
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Seventh August 1, 1958 6 4-3/8% Series due 15,000,000 None
1988
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Eighth January 1, 1959 7 4-3/4% Series due 15,000,000 None
1989
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Ninth January 1, 1960 8 5-3/8% Series due 10,000,000 None
1990
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Tenth April 1, 1964 9 4-5/8% Series due 30,000,000 None
1994
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Eleventh March 1,1965 10 4-5/8% Series due 10,000,000 None
1995
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Twelfth May 1, 1966 None
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Thirteenth August 1, 1966 11 6 % Series due 20,000,000 None
1996
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Fourteenth April 1, 1970 12 9-1/4% Series due 20,000,000 None
2000
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Fifteenth May 1, 1973 13 7-7/8% Series due 20,000,000 None
2003
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Sixteenth February 1, 14 9-3/8% Series due 25,000,000 None
1975 2005
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Seventeenth November 1, 15 8-3/4% Series due 30,000,000 None
1976 2006
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Eighteenth June 1, 1980 None
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
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, 20 9-1/4% Series due 80,000,000 None
1986 2016
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
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 66,700,000 None
2013
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
23 7-2/5% Series due 17,000,000 None
2016
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Twenty-Sixth April 1, 1993 24 Secured Medium-Term 250,000,000 129,500,000
Notes,
Series A
($250,000,000
authorized)
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
Twenty-Seventh January 1, 1994 25 Secured Medium-Term 161,000,000 74,000,000
Notes,
Series B
($250,000,000
authorized)
- ------------------------ ---------------- ----- --------------------- ----------------- ------------------
A-1
EXHIBIT B
FILING AND RECORDING OF
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE
FILING IN STATE OFFICES
- ------------------------- ---------------------- ----------------------- ----------------------
FINANCING STATEMENT
STATE OFFICE OF DATE DOCUMENT NUMBER
- ------------------------- ---------------------- ----------------------- ----------------------
Washington Secretary of State 06/27/94 94-178-0305
- ------------------------- ---------------------- ----------------------- ----------------------
Idaho Secretary of State 06/27/94 B-618256
- ------------------------- ---------------------- ----------------------- ----------------------
Montana Secretary of State 06/25/94 435875
- ------------------------- ---------------------- ----------------------- ----------------------
Oregon Secretary of State 07/08/94 S12171
- ------------------------- ---------------------- ----------------------- ----------------------
California Secretary of State 07/11/94 94141278
- ------------------------- ---------------------- ----------------------- ----------------------
- --------------------------------------------------------------------------------------------------
RECORDING IN COUNTY OFFICES
- --------------------------------------------------------------------------------------------------
REAL ESTATE MORTGAGE RECORDS FINANCING
-------------------------------------------------- STATEMENT
DOCUMENT DOCUMENT
COUNTY OFFICE OF DATE NUMBER BOOK PAGE NUMBER
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Washington
Adams Auditor 06/27/94 234983 213 529-543 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Asotin Auditor 06/29/94 209229 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Benton Auditor 06/27/94 94-21798 610 2026-2040 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Douglas Auditor 06/27/94 296880 M408 249-263 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Ferry Auditor 06/27/94 228205 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Franklin Auditor 06/27/94 511179 348 629-642 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Garfield Auditor 06/28/94 2516 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Grant Auditor 06/28/94 940628070 48 1688-1702 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Grays Harbor Auditor 06/27/94 940628105 94 22348-22362 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Klickitat Auditor 06/27/94 241798 311 240-284 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Lewis Auditor 06/27/94 9410393 609 407-421 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Lincoln Auditor 06/27/94 396426 63 3812-3826 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Pend Oreille Auditor 06/27/94 224002 112 1064-1078 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Skamania Auditor 06/27/94 119819 144 101-115 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Spokane Auditor 06/27/94 9406270090 1616 1627-1641 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Stevens Auditor 06/28/94 9407306 180 3009-3023 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Thurston Auditor 06/27/94 9406270205 2292 712-726 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Whitman Auditor 06/27/94 569835 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
California
El Dorado Recorder 06/27/94 38601 4297 376-390 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
B-1
- --------------------------------------------------------------------------------------------------
RECORDING IN COUNTY OFFICES
- --------------------------------------------------------------------------------------------------
REAL ESTATE MORTGAGE RECORDS FINANCING
-------------------------------------------------- STATEMENT
DOCUMENT DOCUMENT
COUNTY OFFICE OF DATE NUMBER BOOK PAGE NUMBER
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Idaho
Benewah Recorder 06/27/94 0197294 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Bonner Recorder 06/29/94 448003 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Boundary Recorder 06/27/94 0174119 96 79 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Clearwater Recorder 06/27/94 166173 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Idaho Recorder 06/27/94 375038 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Kootenai Recorder 06/28/94 1360574 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Latah Recorder 06/27/94 405741 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Lewis Recorder 06/27/94 116213 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Nez Perce Recorder 06/27/94 587858 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Shoshone Recorder 06/28/94 362587 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Montana
Big Horn Clerk & 06/29/94 308833 27 482-496
Recorder
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Broadwater Clerk & 06/27/94 128530 29 904-918 N/A
Recorder
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Golden Valley Clerk & 06/28/94 72280 M 7234-7248 N/A
Recorder
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Meagher Clerk & 06/27/94 102949 F39 409-423 N/A
Recorder
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Mineral Clerk & 06/27/94 78454 2 414B N/A
Recorder
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Rosebud Clerk & 06/27/94 75447 83 264-278 N/A
Recorder
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Sanders Clerk & 06/27/94 10915 Micro # N/A N/A
Recorder 10915
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Stillwater Clerk & 06/27/94 274663 120 83-97 N/A
Recorder
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Treasure Clerk & 06/27/94 74352 13 346-360 N/A
Recorder
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Wheatland Clerk & 06/27/94 95718 M 9568-8582 N/A
Recorder
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Yellowstone Clerk & 06/27/94 1746403 N/A N/A N/A
Recorder
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Oregon
Douglas Recorder 06/27/94 94-14676 1304 970-984 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Jackson Recorder 06/30/94 94-24332 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Josephine Recorder 06/29/94 94-12871 170 3606-3621 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Klamath Recorder 06/28/94 83404 M94 19985-19999 N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
Union Recorder 06/27/94 154403 N/A N/A N/A
- ------------------ -------------- ----------- ------------- --------- -------------- -------------
B-2