<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>d397605v8.txt
<DESCRIPTION>FORM S-4
<TEXT>



As filed with the Securities and Exchange Commission on June 4, 2001
                                                 Registration No. [333-        ]
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    FORM S-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ----------------


                               AVISTA CORPORATION
             (Exact name of registrant as specified in its charter)

              WASHINGTON                              91-0462470
    (State or other jurisdiction of      (I.R.S. Employer Identification No.)
    incorporation or organization)

                            1411 EAST MISSION AVENUE
                               SPOKANE, WASHINGTON
                                 (509) 489-0500

       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

    David J. Meyer, Esq.                              J. Anthony Terrell, Esq.
     Avista Corporation                               Thelen Reid & Priest LLP
  1411 East Mission Avenue                              40 West 57th Street
    Spokane, Washington                               New York, New York 10019
       (509) 489-4316                                      (212) 603-2108

        (Names and addresses, including zip codes, and telephone numbers,
                  including area codes, of agents for service)

                                ----------------

       Approximate date of commencement of proposed sale of the securities
                                 to the public:
   AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

                                ----------------

     If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

                              --------------------

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                        PROPOSED     PROPOSED
                                         MAXIMUM      MAXIMUM
TITLE OF EACH CLASS OF     AMOUNT TO    OFFERING     AGGREGATE      AMOUNT OF
   SECURITIES TO BE            BE         PRICE      OFFERING     REGISTRATION
      REGISTERED           REGISTERED   PER UNIT (1)   PRICE (1)       FEE
--------------------------------------------------------------------------------
9.75% Senior Notes due    $400,000,000     100%     $400,000,000     $100,000
June 1, 2008
--------------------------------------------------------------------------------


(1)  Determined solely for the purpose of calculating the registration fee
     pursuant to Rule 457(f)(2) promulgated under the Securities Act.
     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, or until the Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.

================================================================================


<PAGE>


                    Subject to completion, dated June 4, 2001

PROSPECTUS

                               AVISTA CORPORATION

                                 EXCHANGE OFFER

                      AVISTA CORP. IS OFFERING TO ISSUE ITS

                       9.75% SENIOR NOTES DUE JUNE 1, 2008
                                  (REGISTERED)

                               IN EXCHANGE FOR ITS

                       9.75% SENIOR NOTES DUE JUNE 1, 2008
                                 (UNREGISTERED)

                  THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.
                NEW YORK CITY TIME,       , 2001 UNLESS EXTENDED

o    The new notes will

     o    bear interest at 9.75% per annum,
     o    mature on June 1, 2008, and
     o    be redeemable, at the option of Avista Corp., as described in this
          prospectus.

     These terms are the same as the terms of the old notes. The new notes will
     not be subject to any restrictions on transfer, except in certain
     circumstances relating to broker-dealers described in this prospectus.

o    Avista Corp. will accept all notes that noteholders properly tender and do
     not withdraw before the expiration of the exchange offer.

o    You will not recognize any income, gain or loss for U.S. federal income tax
     purposes as a result of the exchange.

o    Like the old notes, the new notes will be unsecured.

o    The exchange offer is not conditioned on the tender of any minimum
     principal amount of old notes.

o    There will likely be no public market for the new notes.

                                ----------------

SEE "RISK FACTORS" BEGINNING ON PAGE 10 TO READ ABOUT CERTAIN FACTORS YOU SHOULD
CONSIDER BEFORE MAKING ANY DECISION CONCERNING THIS EXCHANGE OFFER.

                                ----------------

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved of these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

                                              , 2001


The information in this Prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to exchange these securities and it is not soliciting an offer to exchange these
securities in any jurisdiction in which the offer or exchange is not permitted.


<PAGE>


THIS PROSPECTUS INCORPORATES BY REFERENCE IMPORTANT BUSINESS AND FINANCIAL
INFORMATION ABOUT AVISTA CORP. THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS
PROSPECTUS. SEE "WHERE YOU CAN FIND MORE INFORMATION". YOU MAY OBTAIN COPIES OF
DOCUMENTS CONTAINING SUCH INFORMATION FROM US, WITHOUT CHARGE, BY EITHER CALLING
OR WRITING TO US AT:

                        AVISTA CORPORATION
                        1411 EAST MISSION AVENUE
                        SPOKANE, WASHINGTON 99202-2600
                        ATTENTION:  TREASURER
                        TELEPHONE:  (509) 489-0500

IN ORDER TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST DOCUMENTS FROM US NO LATER
THAN ___, 2001, WHICH IS FIVE DAYS BEFORE THE EXPIRATION DATE OF THE EXCHANGE
OFFER ON ______, 2001.

                                TABLE OF CONTENTS

                                                                   PAGE
                                                                   ----

Summary..............................................................3

Risk Factors.........................................................9

Avista Corporation..................................................11

Capitalization......................................................14

Use of Proceeds.....................................................14

The Exchange Offer..................................................15

Description of the New Notes........................................23

Certain U.S. Federal Income Tax Considerations......................60

Plan of distribution................................................64

Where you can find more information.................................65

Legal Matters.......................................................65

Experts.............................................................65

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR IN THE LETTER OF TRANSMITTAL IN CONNECTION WITH
THE EXCHANGE OFFER.

     WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OTHER THAN THIS
PROSPECTUS. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED OR INCORPORATED
IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE AFTER THE DATE OF THIS PROSPECTUS.
THIS PROSPECTUS IS NOT AN OFFER TO EXCHANGE THE NEW NOTES AND IT IS NOT
SOLICITING AN OFFER TO EXCHANGE THE NEW NOTES IN ANY JURISDICTION IN WHICH THE
EXCHANGE OFFER IS NOT PERMITTED.


                                       2
<PAGE>


                                     SUMMARY

     This summary, which is presented solely to furnish limited introductory
information regarding Avista Corporation (Avista Corp. or the Company), the
exchange offer and the new notes, has been selected from the detailed
information contained elsewhere in this prospectus (including the documents
incorporated by reference). This summary does not contain all of the information
that you should consider before making any investment decision. The terms "we",
"us" and "our" refer to Avista Corp. and, when applicable, its subsidiaries. You
should read the entire prospectus carefully.

                               AVISTA CORPORATION

     Avista Corp., which was incorporated in the State of Washington in 1889, is
an electric and gas utility company having operations located in the Pacific
Northwest. We also have subsidiaries involved in energy, information and
technology businesses. As of March 31, 2001, our employees included
approximately 1,460 people in our utility operations and approximately 800
people in our subsidiary businesses. Our corporate headquarters are in Spokane,
Washington, which serves as the Inland Northwest's center for manufacturing,
transportation, health care, education, communication, agricultural and service
businesses.

     Our operations are organized into four lines of business--Avista Utilities,
Energy Trading and Marketing, Information and Technology, and Avista Ventures.
Avista Utilities, which is an operating division of Avista Corp. and not a
separate entity, represents the regulated utility operations. Avista Capital, a
wholly-owned subsidiary of Avista Corp., owns all of the subsidiary companies
engaged in the other lines of business.

                               THE EXCHANGE OFFER

GENERAL                       Avista Corp. is offering to exchange $1,000 in
                              principal amount of new notes for each $1,000 in
                              principal amount of old notes that noteholders
                              properly tender and do not withdraw before the
                              expiration date. Avista Corp. will issue the new
                              notes on or promptly after the expiration date.
                              There is $400,000,000 in aggregate principal
                              amount of old notes outstanding. See THE EXCHANGE
                              OFFER.

EXPIRATION DATE               The exchange offer will expire at 5:00 p.m., New
                              York City time, on , 2001 unless extended. If
                              extended, the term "expiration date" will mean the
                              latest date and time to which the exchange offer
                              is extended. Avista Corp. will accept for exchange
                              any and all old notes which are properly tendered
                              in the exchange offer and not withdrawn before
                              5:00 p.m., New York City time, on the expiration
                              date.

RESALE OF NEW NOTES           Based on interpretive letters written by the staff
                              of the Securities and Exchange Commission to
                              companies other than Avista Corp., Avista Corp.
                              believes that, subject to certain exceptions, the
                              new notes may generally be offered for resale,
                              resold and otherwise transferred by any holder
                              thereof, without compliance with the registration
                              and prospectus delivery provisions of the
                              Securities Act of 1933. However, any holder who is
                              an "affiliate" of Avista Corp. within the meaning
                              of Rule 405 under the Securities Act would have to
                              comply with these provisions unless an exemption
                              was available.

                              If Avista Corp.'s belief is inaccurate, holders of
                              new notes who offer, resell or otherwise transfer
                              new notes in violation of the Securities Act may
                              incur liability under that Act. Avista Corp. will
                              not assume or indemnify holders against this
                              liability.


                                       3
<PAGE>


CONDITIONS TO THE             Avista Corp. may terminate the exchange offer
EXCHANGE OFFER                before the expiration date if it determines that
                              its ability to proceed with the exchange offer
                              could be materially impaired due to

                              o    any legal or governmental action,
                              o    any new law, statute, rule or regulation, or
                              o    any interpretation  by the  staff  of the SEC
                                   of any existing law, statute, rule or
                                   regulation.

TENDER PROCEDURES -           If you wish to tender old notes that are
BENEFICIAL OWNERS             registered in the name of a broker, dealer,
                              commercial bank, trust company or other nominee,
                              you should contact the registered holder promptly
                              and instruct the registered holder to tender on
                              your behalf.

                              IF YOU ARE A BENEFICIAL HOLDER, YOU SHOULD FOLLOW
                              THE INSTRUCTIONS RECEIVED FROM YOUR BROKER OR
                              NOMINEE WITH RESPECT TO TENDERING PROCEDURES AND
                              CONTACT YOUR BROKER OR NOMINEE DIRECTLY.

TENDER PROCEDURES -           If you are a registered holder of old notes and
REGISTERED HOLDERS AND        you wish to participate in the exchange offer, you
DTC PARTICIPANTS              must complete, sign and date the letter of
                              transmittal delivered with this prospectus, or a
                              facsimile thereof. If you are a participant in The
                              Depository Trust Company and you wish to
                              participate in the exchange offer, you must
                              instruct DTC to transmit to the exchange agent a
                              message indicating that you agree to be bound by
                              the terms of the letter of transmittal. You should
                              mail or otherwise transmit the letter of
                              transmittal or facsimile (or DTC message),
                              together with your old notes (in book-entry form
                              if you are a participant in DTC) and any other
                              required documentation to Chase Manhattan Bank and
                              Trust Company, National Association, as exchange
                              agent.

GUARANTEED DELIVERY           If you are a registered holder of old notes and
PROCEDURES                    you wish to tender them, but they are not
                              immediately available or you cannot deliver them
                              or the letter of transmittal to the exchange agent
                              prior to the expiration date, you must tender your
                              old notes according to special guaranteed delivery
                              procedures. See THE EXCHANGE OFFER - "Procedures
                              for Tendering - Registered Holders and DTC
                              Participants - Registered Holders" on page 18.

WITHDRAWAL RIGHTS             You may withdraw tenders of old notes at any time
                              before 5:00 p.m., New York City time, on the
                              expiration date.

CERTAIN FEDERAL INCOME        The exchange of new notes for old notes will not
TAX CONSIDERATIONS            be a taxable event for U.S. federal income tax
                              purposes. As a result, you will not recognize any
                              income, gain or loss with respect to the exchange.

EXCHANGE AGENT                Chase Manhattan Bank and Trust Company, National
                              Association is the exchange agent. Its telephone
                              number is (800) 275-2048. Its address is 2001
                              Bryan Street, 9th Floor, Dallas, Texas 75201.

                                  THE NEW NOTES

OFFERED SECURITIES            $400,000,000 principal amount of 9.75% Senior
                              Notes due June 1, 2008

MATURITY DATE                 June 1, 2008

INTEREST PAYMENT DATES        June 1 and December 1 of each year, beginning
                              December 1, 2001


                                       4
<PAGE>


RANKING                       The new notes are unsecured notes of Avista Corp.
                              They rank pari passu with all of Avista Corp.'s
                              current and future unsecured senior indebtedness
                              and senior in right of payment to all current and
                              future subordinated indebtedness. As of March 31,
                              2001, Avista Corp. had outstanding $203.5 million
                              of first mortgage bonds, which is secured by a
                              lien on substantially all of Avista Corp.'s
                              utility plant assets. Avista Corp. also has a
                              credit agreement which is secured by a pledge of
                              the capital stock of Avista Capital. By reason,
                              and to the extent, of this mortgage and this
                              pledge, the first mortgage bonds and the
                              borrowings under this credit agreement will rank
                              prior to the new notes.

OPTIONAL REDEMPTION           Each of the new notes will be redeemable in whole
                              or in part at our option at any time, at a
                              redemption price equal to the greater of (i) 100%
                              of the principal amount of the new notes being
                              redeemed or (ii) the sum of the present values of
                              the remaining scheduled payments of the principal
                              of and interest on the new notes being redeemed
                              discounted to the date of redemption on a
                              semi-annual basis (assuming a 360-day year
                              consisting of twelve 30-day months) at the
                              Treasury Yield (as defined herein) plus 50 basis
                              points; plus, in either case, whichever is
                              applicable, accrued interest on the new notes
                              being redeemed to the date of redemption. See
                              DESCRIPTION OF THE NEW NOTES--"Optional
                              Redemption."

REPURCHASE AT OPTION OF
HOLDERS UPON A CHANGE         You have the option, subject to certain
OF CONTROL                    conditions, to require us to repurchase any new
                              notes held by you in the event of a "Change in
                              Control", as described in this offering circular,
                              at a price equal to 101% of the aggregate
                              principal amount of new notes repurchased plus
                              accrued and unpaid interest, if any, thereon, to
                              the date of purchase. See DESCRIPTION OF THE NEW
                              NOTES --"Repurchase at the Option of
                              Holders--Change of Control."

REPURCHASE AT OPTION OF       You also may have the option, subject to certain
HOLDERS UPON CERTAIN          conditions, to require us to repurchase any new
ASSET SALES                   notes held by you in the event of certain Asset
                              Sales. See DESCRIPTION OF THE NEW
                              NOTES--"Repurchase at the Option of Holders--Asset
                              Sales."

BASIC COVENANTS OF            We will issue the new notes under an indenture
INDENTURE                     with Chase Manhattan Bank and Trust Company,
                              National Association. The indenture, among other
                              things, restricts our ability and the ability of
                              our subsidiaries to:

                              o    sell assets;

                              o    pay dividends on stock or repurchase stock;

                              o    pay subordinated debt;

                              o    make investments;

                              o    incur debt or issue preferred stock;

                              o    use assets as security in other transactions;

                              o    restrict the ability of subsidiaries to
                                   pay dividends or make other payments to
                                   Avista Corp.;

                              o    merge with or into other companies;

                              o    engage in certain transactions with
                                   affiliates; and

                              o    enter into sale and leaseback transactions.


                                       5
<PAGE>


                              These covenants are subject to significant
                              exceptions. For more details, see DESCRIPTION OF
                              THE NEW NOTES--"Certain Other Covenants."

USE OF PROCEEDS               The proceeds from the issuance and sale of the old
                              notes are being used: (a) to pay short-term debt
                              and maturing long-term debt of Avista Corp. issued
                              to fund a portion of its construction, improvement
                              and maintenance programs, (b) to reimburse Avista
                              Corp.'s treasury for funds previously expended for
                              any of these purposes and (c) for other corporate
                              purposes.


                                  RISK FACTORS

You should read DESCRIPTION OF THE NEW NOTES section, beginning on page 9 of
this prospectus, so that you understand the risks associated with an investment
in securities of Avista Corp.


                                       6
<PAGE>


                      SUMMARY CONSOLIDATED FINANCIAL DATA

     We have selected the historical financial data shown below for the fiscal
years 1996-2000 from the audited consolidated financial statements of Avista
Corp. You should read this information along with the consolidated financial
statements of Avista Corp. and the notes to those financial statements.

<TABLE>
<CAPTION>
                                                                                YEARS ENDED DECEMBER 31,
                                                                   ----------------------------------------------
                                                           1996           1997           1998           1999           2000
                                                       -----------    -----------    -----------    -----------    -----------
                                                                         (THOUSANDS OF DOLLARS EXCEPT RATIOS)
<S>                                                   <C>            <C>            <C>            <C>            <C>
INCOME STATEMENT DATA:
  Operating Revenues:
    Avista Utilities.................................  $   798,994    $   891,665    $ 1,049,212    $ 1,115,647    $ 1,512,101
    Energy Trading and Marketing.....................           --        247,028      2,408,734      6,695,671      6,531,551
    Information and Technology.......................          813          1,030          1,995          4,851         11,645
    Avista Ventures..................................      145,150        163,598        231,483        122,303         32,937
    Intersegment eliminations........................           --         (1,149)        (7,440)       (33,488)      (176,744)
                                                       -----------    -----------    -----------    -----------    -----------
    Total............................................  $   944,957    $ 1,302,172    $ 3,683,984    $ 7,904,984    $ 7,911,490

  Operating Income/(Loss) (pre-tax):
    Avista Utilities.................................  $   173,658    $   178,289    $   143,153    $   142,567    $     3,177
    Energy Trading and Marketing.....................         (649)         6,577         22,826        (97,785)       250,196
    Information and Technology.......................       (1,443)        (5,364)        (5,192)       (13,002)       (40,084)
    Avista Ventures..................................       15,355          9,962         12,033           (423)        (9,861)
                                                       -----------    -----------    -----------    -----------    -----------
    Total............................................  $   186,921    $   189,464    $   172,820    $    31,357    $   203,428

  Interest Expense ..................................  $    63,255    $    66,275    $    69,077    $    65,076    $    68,723
  Income Before Income Taxes.........................      132,962        175,872        121,474         42,771        165,140
  Net Income.........................................       83,453        114,797         78,139         26,031         91,679
  Preferred Stock Dividend
    Requirements.....................................  $     7,978    $     5,392    $     8,399(1) $    21,392(1) $    23,735(1)
  Common Stock Dividend..............................  $    69,390    $    69,390    $    56,898    $    18,301    $    22,616

BALANCE SHEET DATA:
  Utility Plant in Service--Net......................  $ 1,951,664    $ 2,031,026    $ 2,095,301    $ 2,184,698    $ 2,205,230
  Total Assets:
    Avista Utilities.................................  $ 1,921,429    $ 1,926,739    $ 2,004,935    $ 1,976,716    $ 2,129,614
    Energy Trading and Marketing.....................          320        212,868        955,615      1,595,470     10,271,834
    Information and Technology.......................        1,517          3,475          7,461         26,379         59,632
    Avista Ventures..................................      254,032        268,703        285,625        114,929        102,844
                                                       -----------    -----------    -----------    -----------    -----------
    Total............................................  $ 2,177,298    $ 2,411,785    $ 3,253,636    $ 3,713,494    $12,563,924

  Total Debt.........................................  $   764,526    $   762,185    $   730,022    $   714,904    $   931,966
  Company-Obligated Mandatorily Redeemable
    Preferred Trust Securities.......................           --    $   110,000    $   110,000    $   110,000    $   100,000
  Preferred Stock Subject to Mandatory Redemption....  $    65,000    $    45,000    $    35,000    $    35,000    $    35,000
  Convertible Preferred Stock........................           --             --    $   269,227(1) $   263,309             --
  Stockholders' Equity...............................  $   825,736    $   793,812    $   792,261    $   691,808    $   759,224

OTHER FINANCIAL DATA:
  Earnings Before Interest, Taxes, Depreciation and
    Amortization ....................................  $   268,314    $   312,040    $   261,098    $   184,321    $   309,804
  Depreciation and Amortization......................  $    72,097    $    69,893    $    70,547    $    76,474    $    75,941
  Capital Expenditures...............................  $    99,182    $    91,160    $   106,270    $   115,609    $   201,433
  Ratio of Earnings Before Interest, Taxes,
    Depreciation and Amortization to
    Fixed Charges (2)................................         4.24           4.71           3.78           2.83           4.51
  Ratio of Consolidated Earnings to
    Fixed Charges (3)................................         2.97           3.49           2.66           1.61           3.26
</TABLE>

(1)  In December 1998, we converted shares of common stock for Convertible
     Preferred Stock, which was responsible for a number of changes in the data
     in 2000, 1999 and 1998 from 1997.
(2)  "Earnings Before Interest, Taxes, Depreciation and Amortization", or
     EBITDA, represents net income before interest expense (including related
     amortization), taxes based on income, depreciation and amortization, to
     interest expense (including related amortization). EBITDA is commonly used
     to analyze companies on the basis of operating performance, leverage and
     liquidity. While EBITDA should not be construed as a substitute for
     operating income or a better measure of liquidity than cash flow from
     operating activities, which are determined in accordance with generally
     accepted accounting principles, we have presented EBITDA to provide
     additional information with respect to our ability to meet future debt
     service, capital expenditure and working capital requirements. EBITDA is
     not a measure determined under generally accepted accounting principles.


                                       7
<PAGE>


     Also, as calculated above, EBITDA may not be comparable to similarly titled
     measures reported by other companies. "Fixed Charges" include interest
     (whether or not capitalized) and related amortization.
(3)  "Earnings," as defined by Regulation S-K, represent the aggregate of (1)
     net income before the cumulative effect of an accounting change, (2) taxes
     based on income, (3) investment tax credit adjustments--net and (4) fixed
     charges. "Fixed Charges" include interest (whether expensed or
     capitalized), related amortization and estimated interest applicable to
     rentals.


                                       8
<PAGE>


                                  RISK FACTORS

     You should carefully consider the following factors in addition to the
other information in this prospectus.

WE WILL NEED TO FINANCE OUR OPERATIONS AND CAPITAL EXPENDITURES. OUR LEVEL OF
INDEBTEDNESS COULD AFFECT OUR ABILITY TO DEDICATE SUFFICIENT CASH FLOW TO THESE
PURPOSES, WHICH WOULD ULTIMATELY AFFECT OUR ABILITY TO MEET OUR OBLIGATIONS ON
THE NEW NOTES.

     We have incurred significant long-term indebtedness to support capital
expenditures and to maintain working capital. At April 30, 2001, after giving
effect to the issuance of the old notes, we had, total long-term debt of
approximately $1,079.5 million. In addition, we will need to finance capital
expenditures and obtain additional working capital from time to time. The cash
requirements to service the total amount of our indebtedness, both short-term
and long-term, could reduce the amount of cash flow available to fund working
capital, future acquisitions, the deferral accounts discussed below, other
corporate requirements and capital expenditures.

IF WE ARE UNABLE TO RECOVER DEFERRED PURCHASED POWER AND, TO A LESSER EXTENT,
NATURAL GAS COSTS EXCEEDING AMOUNTS INCLUDED IN CURRENT RETAIL RATES, WE MAY
EXPERIENCE AN ADVERSE IMPACT ON CASH FLOW AND EARNINGS.

     Purchased power and natural gas costs incurred to serve our retail
customers are generally recovered or expected to be recovered in base rates.
However, there is a lag between the time we incur any increases in these costs
and the time we collect these increases from customers. As more fully described
in Note 1 of Notes to Financial Statements--"Power Cost Deferrals and Power and
Natural Gas Adjustment Provisions" in Avista Corp.'s Annual Report on Form 10-K
for the year 2000, costs in excess of those included in base rates are deferred
as an asset on our balance sheet and not shown as an expense until recovered
from our retail customers.

     In 2000 the price of electric energy in western wholesale markets rose to
unprecedented levels, accompanied by increases in natural gas prices, in both
cases far above the levels included in base rates. These market conditions are
expected to continue in 2001.

     We have mechanisms in place to recover (subject to certain limitations)
increases in gas costs in Washington, Idaho and Oregon, and we regularly make
filings to recover increased costs under these mechanisms. As of March 31, 2001,
we had balances of deferred gas costs totaling $79.3 million. We also have a
mechanism in place to recover (subject to certain limitations) increases in
purchased power costs in Idaho and had a balance of deferred purchased power
costs in Idaho of $5.2 million, a power cost rebate of $0.9 million which is
being flowed through to customers, and a surcharge deferral balance of $6.8
million, as of March 31, 2001. On March 23, 2001, we filed an application in
Washington to establish the prudency of the purchased power costs incurred as
well as for approval of a method to recover the cost increases. As of March 31,
2001, we had a balance of deferred purchased power costs of $56 million plus
accrued interest of $0.7 million in Washington. We will be able to recover these
balances of deferred costs only in the amounts, and at the times, authorized by
the respective state commissions. As discussed in "Recent Developments", on May
23, 2001, the Washington public utility commission approved a settlement
agreement reached among Avista Corp., the staff of that commission and other
parties.

RECENT CHANGES IN THE ENERGY MARKETS IN THE WESTERN UNITED STATES HAVE LED TO
SIGNIFICANT INCREASES IN WHOLESALE POWER PRICES. BECAUSE OF THESE HIGH PRICE
LEVELS, A DECREASE IN OUR POWER RESOURCE AVAILABILITY OR AN INCREASE IN CUSTOMER
DEMAND THAT REQUIRES US TO PURCHASE MORE POWER COULD HAVE AN ADVERSE IMPACT ON
OUR CASH FLOW AND EARNINGS.

     Wholesale power prices rose dramatically starting in the second quarter of
2000 and remain significantly above historic levels in the Pacific Northwest,
including our service territory, and throughout the western United States.
Significant emerging factors include the gradual depletion of excess generating
capacity in the West, increasing instances of transmission congestion and
increased ownership of generating facilities by entities which are not
traditional "public utilities." Also, wholesale power markets have been affected
by the restructuring of electric utility regulation at both state and federal
levels.


                                       9
<PAGE>


     Federal and state officials, including the Federal Energy Regulatory
Commission, the California Public Utility Commission and the Attorneys General
of California, Oregon and Washington, have commenced reviews to determine the
causes of the changes in the wholesale energy markets.

     Under normal water conditions and customer demand, we would be able to
provide almost all of our forecasted native load energy requirements with our
own generation plants and long-term contracts until the end of 2003, with the
balance covered through short-term contracts. However, current forecasts show
streamflow conditions for hydroelectric generation for 2001 at no better than
60% of normal. In response to the reduced hydroelectric generation, we have made
additional fixed price purchases of energy to cover our retail and firm
wholesale load requirements for 2001 with additional purchases from the higher
cost short-term wholesale market. If hydroelectric conditions further
deteriorate, or our generating plants do not operate as planned, or weather
conditions cause retail loads to increase, we would incur additional costs from
increased purchases in the higher cost short-term wholesale energy market. This
would have an adverse impact on our cash flow and, if not ultimately recovered,
on our earnings.

WE ARE SUBJECT TO THE RISKS INHERENT IN THE UTILITY BUSINESS, INCLUDING NORMAL
OPERATING RISKS, SUCH AS THE COST OF FUEL AND THE POSSIBILITY OF PLANT OUTAGES,
AND, IN OUR CASE, THE SUFFICIENCY OF STREAMFLOWS. WE ARE ALSO SUBJECT TO
REGULATORY RISKS, SUCH AS INCREASED ENVIRONMENTAL REGULATION AND THE CHALLENGE
TO OBTAIN SATISFACTORY RATE RELIEF, AS WELL AS TO RISKS ASSOCIATED WITH
DEREGULATION OF ENERGY MARKETS.

     The utility business involves many operating risks. For example, there may
be a breakdown or failure of electrical generating or other equipment, fuel
interruption or performance below expected levels of output or efficiency. Also,
some of our facilities use natural gas and coal in their generation of
electricity. The market prices and availability of natural gas and coal
fluctuate. Increasing prices for these commodities or a lack of availability
could impair our cash flow and, if not ultimately recovered, on our earnings. In
addition, our hydroelectric plants require continuous water flow for their
operation. A drought or other water flow impairment may limit our ability to
produce and market electricity from these facilities.

     In addition, the utility business is subject to complex and stringent
energy, environmental, and other governmental laws and regulations. The
acquisition, ownership and operation of power generation facilities requires
numerous permits, approvals, and certificates from appropriate federal, state,
and local governmental agencies. If environmental regulations, such as emission
limits, are tightened, this could increase the amount we must invest to bring
our facilities into compliance. In general, the prices we are allowed to charge
for our electric and natural gas services are intended to provide, after
recovery of allowable operating expenses, an opportunity to earn a reasonable
rate of return. The regulatory commissions of the states in which we operate may
limit our ability to increase prices, and future changes in the regulatory
framework may also affect our ability to earn a reasonable rate of return.

     More recently, wholesale power markets have been affected by the
restructuring of electric utility regulation at both federal and state levels.
In particular, deregulation in California, combined with increased demand and
limitations on supply, has affected wholesale power prices throughout the West.
In addition, although there is currently no legislative or regulatory movement
toward deregulation in Washington or Idaho, in a deregulated environment,
evolving technologies might provide alternate energy supplies at lower costs,
leading to lower adjusted market prices and reducing margins for traditional
utilities that use technologies and generating assets with capital and operating
costs higher than the lower adjusted market price.

WE ARE SUBJECT TO THE FINANCIAL, LIQUIDITY, CREDIT AND COMMODITY PRICE RISKS
ASSOCIATED WITH ENERGY TRADING AND MARKETING ACTIVITIES.

     Our subsidiary, Avista Energy, trades electricity and natural gas, along
with derivative commodity instruments, including futures, options, swaps and
other contractual arrangements. Most transactions are conducted on a largely
unregulated "over-the-counter" basis, there being no central clearing mechanism
(except in the case of specific instruments traded on the commodity exchanges).
As a result of these trading activities, we are subject to various risks,
including market risk, liquidity risk, commodity risk and credit risk. Although
Avista Energy scaled back operations to focus primarily in the western United
States during 2000, its trading operations continue to be affected by, among
other things, volatility of prices within the electric energy and natural gas


                                       10
<PAGE>


markets, the demand for and availability of energy, lower unit margins on new
sales contracts and deregulation of the electric utility industry.

     Avista Energy is renegotiating its credit agreement with its primary
lending banks which expired on May 31, 2001. Avista Energy anticipates receiving
an extension to June 30, 2001 of its existing credit agreement and anticipates
the completion of documentation and closing of a new credit agreement by the end
of June 2001. The existing agreement contains a variety of covenants and
restrictions, including restrictions on dividends.

     In connection with matching loads and resources, Avista Utilities also
engages in wholesale sales and purchases of electric capacity and energy, and,
accordingly, is also subject to commodity price risk, credit risk and other
risks associated with these activities.

                               AVISTA CORPORATION

GENERAL

     Avista Corp., which was incorporated in the State of Washington in 1889, is
an electric and gas utility company having operations located in the Pacific
Northwest. We also have subsidiaries involved in energy, information and
technology businesses. As of March 31, 2001, our employees included
approximately 1,460 people in our utility operations and approximately 800
people in our subsidiary businesses. Our corporate headquarters are in Spokane,
Washington, which serves as the Inland Northwest's center for manufacturing,
transportation, health care, education, communication, agricultural and service
businesses.

     Our operations are organized into four lines of business--Avista Utilities,
Energy Trading and Marketing, Information and Technology, and Avista Ventures.
Avista Utilities, which is an operating division of Avista Corp. and not a
separate entity, represents the regulated utility operations. Avista Capital, a
wholly owned subsidiary of Avista Corp., owns all of the subsidiary companies
engaged in the other lines of business.

     Avista Corp.'s lines of business, and the companies included within them,
are illustrated below:


                     ------------------
                     AVISTA CORPORATION*
                     ------------------
                              /
      -----------------------------------------------
     /                                              /
----------------                                --------------
AVISTA UTILITIES**                              AVISTA CAPITAL*
----------------                                --------------
                                                       /
               -----------------------------------------------------------------
                             /                        /                       /
               -----------------------    ---------------      -----------------
                      ENERGY              INFORMATION AND      AVISTA VENTURES**
               TRADING AND MARKETING**      TECHNOLOGY**       -----------------
               -----------------------    ---------------                    /
                           /                         /                      /
          -------------   /       ----------------  /    ---------------   /
          AVISTA ENERGY* /        AVISTA ADVANTAGE*/     AVISTA VENTURES* /
          ------------- /        ---------------- /      --------------- /
         ------------  /           -----------   /               -----  /
         AVISTA POWER*/            AVISTA LABS* /                OTHER*/
         ------------/             ----------- /                 -----
      ------------  /  ---------------------  /
      AVISTA-STEAG*/   AVISTA COMMUNICATIONS*/
      ------------     ---------------------

*  - denotes a business entity.
** - denotes an operating division or line of business


                                       11
<PAGE>


ENERGY BUSINESSES

     Avista Utilities provides electricity and natural gas distribution and
transmission services in a 26,000 square mile area in eastern Washington and
northern Idaho with a population of approximately 835,000. It also provides
natural gas distribution service in a 4,000 square mile area in northeast and
southwest Oregon and in the South Lake Tahoe region of California, with the
population in these areas approximating 500,000. At the end of 2000, retail
electric service was supplied to approximately 313,000 customers in eastern
Washington and northern Idaho; retail natural gas service was supplied to
approximately 279,000 customers in parts of Washington, Idaho, Oregon and
California. Our retail customers include residential, commercial and industrial
classifications, with the residential classification accounting for the most
energy consumed and the greatest contribution to revenues. Avista Utilities also
engages in wholesale sales and purchases of electric capacity and energy.

     In addition to providing electric transmission and distribution services,
Avista Utilities is responsible for electric generation and production. Avista
Utilities owns and operates eight hydroelectric projects, a wood-waste fueled
generating station and two natural gas-fired combustion turbine (CT) generating
units. It also owns a 15% share in a two-unit coal-fired generating facility and
leases and operates two additional natural gas-fired CT generating units. These
facilities have a total net capability of approximately 1,470 megawatts, of
which 65% is hydroelectric and 35% is thermal. In addition, Avista Utilities has
a number of long-term power purchase and exchange contracts that increase its
available resources.

     Under normal water conditions and loads, Avista Utilities' own generation
plants and long-term contracts would be able to provide approximately 90% of its
forecasted native load energy requirements in 2001, and 100% thereof in 2002 and
2003. The balance would be covered through short-term contracts. Avista
Utilities has covered essentially all of its electric energy requirements in the
forward markets for 2001. For a discussion of current water conditions, see RISK
FACTORS.

     Avista Utilities anticipates residential and commercial electric load
growth to average approximately 2.6% annually for the next five years primarily
due to expected increases in both population and the number of businesses in its
service territory. The number of electric customers is expected to increase and
the average annual usage by residential customers is expected to remain steady.
Avista Utilities expects natural gas load growth, including transportation
volumes, in its Washington and Idaho service area to average approximately 2.7%
annually for the next five years. The Oregon and South Lake Tahoe, California
service areas are anticipated to realize 3.4% growth annually during that same
period. The natural gas load growth is primarily due to expected conversions
from electric space and water heating to natural gas, and increases in both
population and the number of businesses in its service territories. These
electric and natural gas load growth projections are based on purchased economic
forecasts, publicly available studies, and internal analysis of company-specific
data, such as energy consumption patterns and internal business plans. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Future Outlook" in Avista Corp.'s Annual Report on Form 10-K for the
year ended December 31, 2000 and its Current Report on Form 10-Q for the quarter
ended March 31, 2001 for additional information.

     Energy Trading and Marketing is comprised of Avista Energy, Inc., Avista
Power, Inc. and Avista STEAG, LLC. Avista Energy is an electricity and natural
gas trading and marketing business. Avista Power was formed to develop, purchase
and own electric generation assets. Avista STEAG is a joint venture between
Avista Capital and STEAG AG, a German independent power producer, to develop
electric generating assets. On April 27, 2001, Avista Capital gave notice to
STEAG AG, electing to terminate the Avista STEAG venture pursuant to its terms.
Avista Capital and STEAG AG are now preparing for an orderly winding up and
termination of Avista STEAG. Avista Energy, Avista Power and Avista STEAG all
operate primarily in the Western Systems Coordinating Council ("WSCC"), which is
comprised of the eleven Western states.

     Avista Energy is in the business of buying and selling electricity and
natural gas. Avista Energy's customers include commercial and industrial
end-users, electric utilities, natural gas distribution companies and other
trading companies. Avista Energy also trades electricity and natural gas
derivative commodity instruments.

     Avista Power has electric generation projects under development and
construction in strategic locations primarily in the WSCC. Avista Power and
Cogentrix Energy, Inc. have entered into an agreement to jointly build and/or
buy interests in natural gas-fired electric generation plants in the states of
Washington, Oregon and Idaho. A project under this agreement is the 270 megawatt


                                       12
<PAGE>


facility located in Rathdrum, Idaho, with 100% of its output contracted to
Avista Energy for 25 years. Non-recourse project financing was completed in
March 2000 and the facility is currently under construction, with commercial
operation expected to start in late 2001.

     In December 2000, Avista Utilities selected the Coyote Springs 2 project, a
280-megawatt combined-cycle natural gas-fired plant near Boardman, Oregon to add
generation to its portfolio. Construction commenced in January 2001 under a
fixed price turnkey engineering, procurement and construction contract with
project completion anticipated in mid-2002. The process is underway to transfer
ownership from Avista Power to Avista Utilities. Avista Corp. is currently
negotiating bank financing for the construction of this project. A portion of
the proceeds of the notes may be used to finance construction costs.

OTHER BUSINESSES

     Information and Technology is comprised of Avista Advantage, Inc., Avista
Laboratories, Inc. and Avista Communications, Inc.

     o    Avista Advantage is an e-commerce provider of facilities management
          billing and information services to commercial customers throughout
          the U.S. and Canada. Its primary product lines include consolidated
          billing, resource accounting, energy analysis, load profiling and
          maintenance and repair billing services.

     o    Avista Labs is in the process of developing both modular Proton
          Exchange Membrane fuel cells for power generation at the site of the
          consumer or industrial user and fuel cell components.

     o    Avista Communications is an Integrated Communications Provider
          providing local dial tone, data transport, internet services, voice
          messaging and other telecommunications services to under-served
          communities primarily in ten Northwest markets. Avista Communications
          is also involved in designing, building and managing metropolitan area
          fiber optic networks.

     Avista Ventures includes Avista Ventures, Inc. and several other minor
subsidiaries. Avista Ventures was formed to align Avista Corp.'s investment and
acquisition activities in the strategic growth areas of energy, information and
technology. In addition, Avista Ventures hold investments in real estate and
majority ownership of AM&D, a metals fabrication and manufacturing business.

BUSINESS STRATEGY

     Avista Corp.'s general business strategy is to:

     o    maintain a strong, low-cost utility business focused on delivering
          efficient, reliable and high quality service to its customers;

     o    reduce the size and risk associated with its energy trading
          activities;

     o    pursue opportunities to develop new generation to support the growing
          power requirements in the Northwest; and

     o    have access to electric and natural gas resources, both owned and
          under long-term contract, in excess of projected requirements.

RECENT DEVELOPMENTS

     On May 23, 2001, the Washington Utilities and Transportation Commission
(the "WUTC") approved a settlement agreement which had been reached among Avista
Corp., the staff of the WUTC and other parties with respect to deferred energy
costs. The agreement, among other things, provides for the extension of Avista
Corp.'s deferral accounting mechanism through February 2003. Due to the planned
addition of generating resources as well as the expiration of certain long-term
power sale agreements, Avista Utilities expects to be in a power surplus


                                       13
<PAGE>


position by July 2002. Avista Utilities further expects the profits from surplus
power sales to offset the power cost deferral balance, reducing the balance to
zero by the end of February 2003 without any price increase to retail customers.
These expectations are based on assumptions as to a number of variables
including, but not limited to, streamflow conditions, thermal plan performance,
level of retail loads, wholesale market prices and the amount of additional
generating resources. Avista Utilities has reserved the right to request an
immediate rate surcharge to recover the deferral balance if circumstances
change. See RISK FACTORS.

     On May 31, 2001 the Company renewed its committed line of credit and repaid
all outstanding borrowings under that facility. The new $220 million credit
facility expires on May 29, 2002. As of May 31, 2001, there were no amounts
borrowed under this committed line of credit.

     The Company is in the process of obtaining a construction loan to finance
$120 million of the construction costs for the Coyote Springs 2 project with a
term that matches the construction period. A term sheet has been signed with two
co-lenders to fully underwrite such construction loan. The Company currently
anticipates the completion of the documentation and closing by the end of June
2001.

                                 CAPITALIZATION

     The following table sets forth our consolidated capitalization as of March
31, 2001, as well as our consolidated cash balance and short-term debt
(including the current portion of long-term debt). The following data are
qualified in their entirety by our financial statements and other information
incorporated by reference into this prospectus. The "As Adjusted" column
reflects our receipt of proceeds of $388.3 million from the issuance and sale of
the Old Notes (after discounts and commissions and estimated offering and
exchange offering expenses) and the application of $278.4 million of the net
proceeds to the payment of short-term debt (including the current portion of
long-term debt).

                                                               AS OF
                                                          MARCH 31, 2001
                                                   -----------------------------
                                                                         AS
                                                      ACTUAL          ADJUSTED
                                                      ------          --------
                                                                     (UNAUDITED)
                                                      (THOUSANDS OF DOLLARS)

Cash and Cash Equivalents.....................     $  205,185       $  315,140

Short-Term Debt (including current portion of
  long-term debt).............................     $  278,379              ---

Long-Term Debt................................     $  679,479       $1,079,479
Company-Obligated Mandatorily Redeemable
  Preferred Trust Securities..................        100,000          100,000
Preferred Stock...............................         35,000           35,000
Total Common Equity...........................        750,344          750,344
                                                   ----------       ----------
          Total Capitalization................     $1,564,823       $1,964,823

                                 USE OF PROCEEDS

     The proceeds from the issuance and sale of the old notes are being used:
(a) to pay short-term debt and maturing long-term debt of Avista Corp. issued to
fund a portion of its construction, improvement and maintenance programs, (b) to
reimburse Avista Corp.'s treasury for funds previously expended for any of these
purposes and (c) for other corporate purposes.


                                       14
<PAGE>


                               THE EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER

     Avista Corp. is offering to issue its 9.75% Senior Notes Due June 1, 2008,
which have been registered under the Securities Act (the "New Notes"), in
exchange for its 9.75% Senior Notes Due June 1, 2008, which have not been so
registered (the "Old Notes"), as described herein (the "Exchange Offer").

     The Old Notes were sold by Goldman, Sachs & Co. (the "Initial Purchaser")
on April 3, 2001 to a limited number of institutional investors (the
"Purchasers"). In connection with the sale of the Old Notes, Avista Corp. and
the Initial Purchaser entered into an Exchange and Registration Rights
Agreement, dated April 3, 2001 (the "Registration Rights Agreement"), which
requires, among other things, Avista Corp.

          (a)  to file with the Securities and Exchange Commission (the "SEC") a
     registration statement under the Securities Act of 1933, as amended (the
     "Securities Act") with respect to New Notes identical in all material
     respects to the Old Notes, to use commercially reasonable efforts to cause
     such registration statement to be declared effective under the Securities
     Act and to make an exchange offer for the Old Notes as discussed below, or

          (b)  to register the Old Notes under the Securities Act.

Avista Corp. is obligated, upon the effectiveness of the exchange offer
registration statement referred to in (a) above, to offer the holders of the Old
Notes the opportunity to exchange their Old Notes for a like principal amount of
New Notes which will be issued without a restrictive legend and may be reoffered
and resold by the holder without restrictions or limitations under the
Securities Act. A copy of the Registration Rights Agreement has been filed as an
exhibit to the Registration Statement of which this prospectus is a part. The
Exchange Offer is being made pursuant to the Registration Rights Agreement to
satisfy Avista Corp.'s obligations under that agreement. The term "Holder" with
respect to the Exchange Offer means any person in whose name Old Notes are
registered on Avista Corp.'s books, any other person who has obtained a properly
completed assignment from the registered holder or any DTC participant whose Old
Notes are held of record by DTC. At the date of this prospectus, the sole Holder
of Old Notes is DTC.

     In participating in the Exchange Offer, a Holder is deemed to represent to
Avista Corp., among other things, that

          (a)  the New Notes acquired pursuant to the Exchange Offer are being
     obtained in the ordinary course of business of the person receiving such
     New Notes, whether or not such person is the Holder,

          (b)  neither the Holder nor any such other person receiving such new
     notes is engaging in or intends to engage in a distribution of such New
     Notes,

          (c)  neither the Holder nor any such other person receiving such new
     notes has an arrangement or understanding with any person to participate in
     the distribution of such New Notes, and

          (d)  neither the Holder nor any such other person receiving such new
     notes is an "affiliate," as defined in Rule 405 under the Securities Act,
     of Avista Corp.

     Based on an interpretation by the staff of the SEC set forth in no-action
letters issued to third-parties, Avista Corp. believes that the New Notes issued
pursuant to the Exchange Offer may be offered for resale and resold or otherwise
transferred by any Holder of such New Notes (other than any such Holder which is
an "affiliate" of Avista Corp. within the meaning of Rule 405 under the
Securities Act and except as otherwise discussed below with respect to Holders
which are broker-dealers) without compliance with the registration and
prospectus delivery requirements of the Securities Act, so long as such New
Notes are acquired in the ordinary course of such Holder's business and such
Holder has no arrangement or understanding with any person to participate in the
distribution (within the meaning of the Securities Act) of such New Notes. Any
Holder who tenders in the Exchange Offer for the purpose of participating in a


                                       15
<PAGE>


distribution of the New Notes cannot rely on such interpretation by the staff of
the SEC and must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction. Under no circumstances may this prospectus be used for any offer to
resell or any resale or other transfer in connection with a distribution of the
New Notes. In the event that Avista Corp.'s belief is not correct, Holders of
the New Notes who transfer New Notes in violation of the prospectus delivery
provisions of the Securities Act and without an exemption from registration
thereunder may incur liability thereunder. Avista Corp. does not assume or
indemnify Holders against such liability.

     Each broker-dealer that receives New Notes for its own account in exchange
for Old Notes which were acquired by such broker-dealer as a result of
market-making activities or other trading activities must, and must agree to,
deliver a prospectus in connection with any resale of such New Notes. This
prospectus may be used for such purpose. Any such broker-dealer may be deemed to
be an "underwriter" within the meaning of the Securities Act. The foregoing
interpretation of the staff of the SEC does not apply to, and this prospectus
may not be used in connection with, the resale by any broker-dealer of any New
Notes received in exchange for an unsold allotment of Old Notes purchased
directly from Avista Corp.

     Avista Corp. has not entered into any arrangement or understanding with any
person to distribute the New Notes to be received in the Exchange Offer.

     The Exchange Offer is not being made to, nor will Avista Corp. accept
tenders for exchange from, Holders of Old Notes in any jurisdiction in which the
Exchange Offer or the acceptance thereof would not be in compliance with the
securities or blue sky laws of such jurisdiction.

     See PLAN OF DISTRIBUTION.

TERMS OF THE EXCHANGE OFFER

     Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, Avista Corp. will accept any and all Old Notes
properly tendered and not withdrawn prior to 5:00 p.m., New York City time, on
the Expiration Date. Avista Corp. will issue $1,000 in principal amount of New
Notes in exchange for each $1,000 in principal amount of outstanding Old Notes
surrendered in the Exchange Offer. However, Old Notes may be tendered only in
integral multiples of $1,000.

     The form and terms of the New Notes will be the same as the form and terms
of the Old Notes. The New Notes will evidence the same debt as the Old Notes.
The New Notes will be issued under and entitled to the benefits of the Indenture
pursuant to which the Old Notes were issued. The New Notes will be registered
under the Securities Act while the Old Notes were not.

     As of the date of this prospectus, $400,000,000 in aggregate principal
amount of the Old Notes is outstanding. This prospectus, together with the
letter of transmittal, is being sent to all registered Holders of the Old Notes.

     Avista Corp. will be deemed to have accepted validly tendered Old Notes
when, as and if Avista Corp. shall have given oral (promptly confirmed in
writing) or written notice thereof to the Exchange Agent. The Exchange Agent
will act as agent for the tendering Holders for the purpose of receiving the New
Notes from Avista Corp.

     Old Notes that are not tendered for exchange in the Exchange Offer will
remain outstanding and will be entitled to the rights and benefits such Holders
have under the Indenture. If any tendered Old Notes are not accepted for
exchange because of an invalid tender, the occurrence of certain other events
set forth herein or otherwise, certificates for any such unaccepted Old Notes
will be returned, without expense, to the tendering Holder thereof as promptly
as practicable after the Expiration Date.

     Holders who tender Old Notes in the Exchange Offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the letter
of transmittal, transfer taxes with respect to the exchange pursuant to the


                                       16
<PAGE>


Exchange Offer. Avista Corp. will pay all charges and expenses, other than
certain applicable taxes described below, in connection with the Exchange Offer.

EXPIRATION DATE; EXTENSIONS; AMENDMENTS TO THE EXCHANGE OFFER

     The term "Expiration Date," shall mean 5:00 p.m., New York City time on ,
2001, unless Avista Corp., in its sole discretion, extends the Exchange Offer,
in which case the term "Expiration Date" shall mean the latest date and time to
which the Exchange Offer is extended.

     In order to extend the Exchange Offer, Avista Corp. will notify the
Exchange Agent of any extension by oral (promptly confirmed in writing) or
written notice and will mail to the registered Holders an announcement thereof,
prior to 9:00 a.m., New York City time, on the next business day after the then
Expiration Date.

     Avista Corp. reserves the right, in its sole discretion,

          (a)  to delay accepting any Old Notes, to extend the Exchange Offer or
     to terminate the Exchange Offer if any of the conditions set forth below
     under "--Conditions to the Exchange Offer" shall not have been satisfied by
     giving oral (promptly confirmed in writing) or written notice of such
     delay, extension or termination to the Exchange Agent or

          (b)  to amend the terms of the Exchange Offer in any manner.

Any such delay in acceptances, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice thereof to the
registered Holders. If the Exchange Offer is amended in a manner determined by
Avista Corp. to constitute a material change, Avista Corp. will promptly
disclose such amendment by means of a prospectus supplement that will be
distributed to the registered Holders of the Old Notes, and Avista Corp. will
extend the Exchange Offer for a period of five to ten business days, depending
upon the significance of the amendment and the manner of disclosure to the
registered Holders, if the Exchange Offer would otherwise expire during such
five to ten business day period.

     Without limiting the manner in which Avista Corp. may choose to make a
public announcement of any delay, extension, amendment or termination of the
Exchange Offer, Avista Corp. will have no obligation to publish, advertise, or
otherwise communicate any such public announcement, other than by making a
timely release to an appropriate news agency.

     Upon satisfaction or waiver of all the conditions to the Exchange Offer,
Avista Corp. will accept, promptly after the Expiration Date, all Old Notes
properly tendered and will issue the New Notes promptly after acceptance of the
Old Notes. See "--Conditions to the Exchange Offer." For purposes of the
Exchange Offer, Avista Corp. will be deemed to have accepted properly tendered
Old Notes for exchange when, as and if Avista Corp. shall have given oral
(promptly confirmed in writing) or written notice thereof to the Exchange Agent.

     In all cases, issuance of the New Notes for Old Notes that are accepted for
exchange pursuant to the Exchange Offer will be made only after timely receipt
by the Exchange Agent of a properly completed and duly executed letter of
transmittal (or facsimile thereof or an Agent's message in lieu thereof) and all
other required documents; provided, however, that Avista Corp. reserves the
absolute right to waive any defects or irregularities in the tender or
conditions of the Exchange Offer. If any tendered Old Notes are not accepted for
any reason set forth in the terms and conditions of the Exchange Offer or if Old
Notes are submitted for a greater principal amount or a greater principal
amount, respectively, than the Holder desires to exchange, then such unaccepted
or non-exchanged Old Notes evidencing the unaccepted portion, as appropriate,
will be returned without expense to the tendering Holder thereof as promptly as
practicable after the expiration or termination of the Exchange Offer.


                                       17
<PAGE>


CONDITIONS TO THE EXCHANGE OFFER

     Notwithstanding any other term of the Exchange Offer, Avista Corp. will not
be required to exchange any New Notes for any Old Notes and may terminate the
Exchange Offer before the acceptance of any Old Notes for exchange, if:

          (a)  any action or proceeding is instituted or threatened in any court
     or by or before any governmental agency with respect to the Exchange Offer
     which, in Avista Corp.'s reasonable judgment, might materially impair the
     ability of Avista Corp. to proceed with the Exchange Offer; or

          (b)  any law, statute, rule or regulation is proposed, adopted or
     enacted, or any existing law, statute, rule or regulation is interpreted by
     the staff of the SEC, which, in Avista Corp.'s reasonable judgment, might
     materially impair the ability of Avista Corp. to proceed with the Exchange
     Offer.

     If Avista Corp. determines in its sole discretion that any of these
conditions are not satisfied, Avista Corp. may

          (c)  refuse to accept any Old Notes and return all tendered Old Notes
     to the tendering Holders,

          (d)  extend the Exchange Offer and retain all Old Notes tendered prior
     to the expiration of the Exchange Offer, subject, however, to the rights of
     Holders who tendered such Old Notes to withdraw their tendered Old Notes,
     or

          (e)  waive such unsatisfied conditions with respect to the Exchange
     Offer and accept all properly tendered Old Notes which have not been
     withdrawn. If such waiver constitutes a material change to the Exchange
     Offer, Avista Corp. will promptly disclose such waiver by means of a
     prospectus supplement that will be distributed to the registered Holders,
     and Avista Corp. will extend the Exchange Offer for a period of five to ten
     business days, depending upon the significance of the waiver and the manner
     of disclosure to the registered Holders, if the Exchange Offer would
     otherwise expire during such five to ten business day period.

PROCEDURES FOR TENDERING--REGISTERED HOLDERS AND DTC PARTICIPANTS

     REGISTERED HOLDERS OF OLD NOTES, AS WELL AS BENEFICIAL OWNERS WHO ARE
DIRECT PARTICIPANTS IN DTC, WHO DESIRE TO PARTICIPATE IN THE EXCHANGE OFFER
SHOULD FOLLOW THE DIRECTIONS SET FORTH BELOW AND IN THE LETTER OF TRANSMITTAL.

     ALL OTHER BENEFICIAL OWNERS SHOULD FOLLOW THE INSTRUCTIONS RECEIVED FROM
THEIR BROKER OR NOMINEE AND SHOULD CONTACT THEIR BROKER OR NOMINEE DIRECTLY. THE
INSTRUCTIONS SET FORTH BELOW AND IN THE LETTER OF TRANSMITTAL DO NOT APPLY TO
SUCH BENEFICIAL OWNERS.

     Registered Holders

     To tender in the Exchange Offer, a Holder must complete, sign and date the
letter of transmittal, or facsimile thereof, have the signatures thereon
guaranteed if required by the letter of transmittal, and mail or otherwise
deliver such letter of transmittal or such facsimile to the Exchange Agent prior
to the Expiration Date. In addition, either

          (a)  certificates for such Old Notes must be received by the Exchange
     Agent along with the letter of transmittal, or

          (b)  the Holder must comply with the guaranteed delivery procedures
     described below.


                                       18
<PAGE>


     To be tendered effectively, the letter of transmittal and other required
documents must be received by the Exchange Agent at the address set forth below
under "--Exchange Agent" prior to the Expiration Date.

     The tender by a Holder which is not withdrawn prior to the Expiration Date
will constitute an agreement between such Holder and Avista Corp. in accordance
with the terms and subject to the conditions set forth herein and in the letter
of transmittal.

     THE METHOD OF DELIVERY OF OLD NOTES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR
CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED
THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE
EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO AVISTA
CORP. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.

     Signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution (as defined below)
unless the Old Notes tendered pursuant thereto is tendered

          (a)  by a registered Holder who has not completed the box entitled
     "Special Payment Instructions" or "Special Delivery Instructions" on the
     letter of transmittal or

          (b)  for the account of an Eligible Institution (as defined below).

In the event that signatures on a letter of transmittal or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantor
must be a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., a commercial bank or trust
company having an office or correspondent in the United States or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (an "Eligible
Institution").

     If the letter of transmittal is signed by a person other than the
registered Holder of any Old Notes listed therein, such Old Notes must be
endorsed or accompanied by a properly completed bond power signed by such
registered Holder as such registered Holder's name appears on such Old Notes.

     If the letter of transmittal or any Old Notes or bond or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by
Avista Corp., evidence satisfactory to Avista Corp. of their authority to so act
must be submitted with the letter of transmittal.

     Holders who wish to tender their Old Notes and

          (a)  whose Old Notes are not immediately available,

          (b)  who cannot deliver their Old Notes, the letter of transmittal or
     any other required documents to the Exchange Agent prior to the Expiration
     Date, or

          (c)  who cannot complete the procedures for book-entry tender on a
     timely basis

may effect a tender if:

               (1)  the tender is made through an Eligible Institution;

               (2)  prior to the Expiration Date, the Exchange Agent receives
          from such Eligible Institution a properly completed and duly executed
          Notice of Guaranteed Delivery (by facsimile transmission, mail or hand
          delivery), setting forth the name and address of the Holder, the
          certificate number(s) of such Old Notes (unless tender is to be made


                                       19
<PAGE>


          by book-entry transfer) and the principal amount of Old Notes
          tendered, stating that the tender is being made thereby and
          guaranteeing that, within five New York Stock Exchange trading days
          after the date of delivery of the Notice of Guaranteed Delivery, the
          certificates for all physically tendered Old Notes, in proper form for
          transfer, or Book-Entry Confirmation (as defined in the letter of
          transmittal), as the case may be, together with a properly completed
          and duly executed letter of transmittal (or facsimile thereof or
          Agent's Message in lieu thereof), with any required signature
          guarantees and all other documents required by the letter of
          transmittal, will be deposited by the Eligible Institution with the
          Exchange Agent; and

               (3)  the certificates and/or other documents referred to in
          clause (2) above must be received by the Exchange Agent within the
          time specified above.

     Upon request to the Exchange Agent a Notice of Guaranteed Delivery will be
sent to Holders who wish to tender their Old Notes according to the guaranteed
delivery procedures set forth above.

     DTC Participants

     Any financial institution that is a participant in DTC's systems may make
book-entry delivery of Old Notes by causing DTC to transfer such Old Notes into
the Exchange Agent's account at DTC in accordance with DTC's procedures for
transfer. Such delivery must be accompanied by either

          (a)  the letter of transmittal or facsimile thereof, with any required
     signature guarantees or

          (b)  an Agent's Message (as hereinafter defined),

and any other required documents, and must, in any case, be transmitted to and
received by the Exchange Agent at the address set forth below under "--Exchange
Agent" prior to the Expiration Date or the guaranteed delivery procedures
described above must be complied with. The Exchange Agent will make a request to
establish an account with respect to the Old Notes at DTC for purposes of the
Exchange Offer within two business days after the date of this prospectus.

     The term "Agent's Message" means a message, electronically transmitted by
DTC to and received by the Exchange Agent, and forming a part of the Book-Entry
Confirmation, which states that DTC has received an express acknowledgement from
a Holder of Old Notes stating that such Holder has received and agrees to be
bound by, and makes each of the representations and warranties contained in, the
Letter of Transmittal and, further, that such Holder agrees that the Company may
enforce the Letter of Transmittal against such Holder.

     Miscellaneous

     All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes and withdrawal of tendered Old Notes
will be determined by Avista Corp. in its sole discretion, which determination
will be final and binding. Avista Corp. reserves the absolute right to reject
any and all Old Notes not properly tendered or any Old Notes Avista Corp.'s
acceptance of which would, in the opinion of counsel for Avista Corp., be
unlawful. Avista Corp. also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Old Notes. Avista
Corp.'s interpretation of the terms and conditions of the Exchange Offer
(including the instructions in the letter of transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as Avista
Corp. shall determine. Although Avista Corp. intends to notify Holders of
defects or irregularities with respect to tenders of Old Notes, none of Avista
Corp., the Exchange Agent, or any other person shall incur any liability for
failure to give such notification. Tenders of Old Notes will not be deemed to
have been made until such defects or irregularities have been cured or waived.
Any Old Notes received by the Exchange Agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will be


                                       20
<PAGE>


returned by the Exchange Agent to the tendering Holders, unless otherwise
provided in the letter of transmittal, as soon as practicable following the
Expiration Date.

     By tendering, each Holder or the Person receiving the New Notes, as the
case may be will be deemed to represent to Avista Corp. that, among other
things,

     o    the New Notes acquired pursuant to the Exchange Offer are being
          obtained in the ordinary course of business of the Person receiving
          such New Notes, whether or not such person is the Holder,

     o    neither the Holder nor any such other person is engaged or intends to
          engage in, or has an arrangement or understanding with any person to
          participate in, the distribution of such New Notes, and

     o    neither the Holder nor any such other Person is an "affiliate," as
          defined in Rule 405 of the Securities Act, of Avista Corp.

     In all cases, issuance of New Notes pursuant to the Exchange Offer will be
made only after timely receipt by the Exchange Agent of certificates for the Old
Notes tendered for exchange or a timely Book-Entry Confirmation of such Old
Notes into the Exchange Agent's account at DTC, a properly completed and duly
executed letter of transmittal (or facsimile thereof or Agent's Message in lieu
thereof) and all other required documents. If any tendered Old Notes are not
accepted for any reason set forth in the terms and conditions of the Exchange
Offer or if Old Notes are submitted for a greater principal amount than the
Holder desires to exchange, such unaccepted or non-exchanged Old Notes will be
returned without expense to the tendering Holder thereof (or, in the case of Old
Notes tendered by book-entry transfer into the Exchange Agent's account at DTC
pursuant to the book-entry transfer procedures described below, such
non-exchanged Old Notes will be credited to an account maintained with DTC) as
promptly as practicable after the expiration or termination of the Exchange
Offer.

     Avista Corp. reserves the right in its sole discretion to purchase or make
offers for any Old Notes that remain outstanding subsequent to the Expiration
Date or, as set forth above under "--Conditions to the Exchange Offer," to
terminate the Exchange Offer and, to the extent permitted by applicable law,
purchase Old Notes in the open market, in privately negotiated transactions or
otherwise. The terms of any such purchases or offers could differ from the terms
of the Exchange Offer.

WITHDRAWAL OF TENDERS OF OLD NOTES

     Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

     To withdraw a tender of Old Notes in the Exchange Offer, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth herein prior to 5:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must

          (a)  specify the name of the person having deposited the Old Notes to
     be withdrawn (the "Depositor"),

          (b)  identify the Old Notes to be withdrawn (including the certificate
     number (unless tendered by book-entry transfer),

          (c)  be signed by the Holder in the same manner as the original
     signature on the letter of transmittal by which such Old Notes were
     tendered (including any required signature guarantees) or be accompanied by
     documents of transfer sufficient to have the Trustee with respect to the
     Old Notes register the transfer of such Old Notes in the name of the person
     withdrawing the tender, and

          (d)  specify the name in which any such Old Notes are to be
     registered, if different from that of the Depositor. If Old Notes have been
     tendered pursuant to book-entry transfer, any notice of withdrawal must
     specify the name and number of the account at DTC to be credited with the
     withdrawn Old Notes, in which case a notice of withdrawal will be effective


                                       21
<PAGE>


     if delivered to the Exchange Agent by any method of delivery described in
     this paragraph.

     All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by Avista Corp., whose determination
shall be final and binding on all parties. Any Old Notes so withdrawn will be
deemed not to have been validly tendered for purposes of the Exchange Offer and
will be returned to the Holder thereof without cost to such Holder as soon as
practicable after withdrawal; and no New Notes will be issued with respect
thereto unless the Old Notes so withdrawn are validly retendered. Properly
withdrawn Old Notes may be retendered by following one of the procedures
described above under "-- Procedures for Tendering" at any time prior to the
Expiration Date.

EXCHANGE AGENT

     Chase Manhattan Bank and Trust Company, National Association has been
appointed as Exchange Agent of the Exchange Offer. Requests for additional
copies of this prospectus or of the letter of transmittal and requests for
Notice of Guaranteed Delivery with respect to the exchange of the Old Notes
should be directed to the Exchange Agent addressed as follows:

     Chase Manhattan Bank and Trust Company, National Association
     101 California Street, Suite 2725
     San Francisco, California 94111-5830

     Attention:  Karen Lei

     By Telephone:  (415) 954-9518

     By Facsimile:  (415) 693-8850

FEES AND EXPENSES

     The expenses of soliciting tenders will be paid by Avista Corp. The
principal solicitation is being made by mail; however, additional solicitation
may be made by telecopier, telephone or in person by officers and regular
employees of Avista Corp. and its affiliates.

     Avista Corp. has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to brokers-dealers or others
soliciting acceptances of the Exchange Offer. Avista Corp., however, will pay
the Exchange Agent reasonable and customary fees for its services and will
reimburse it for its reasonable out-of-pocket expenses in connection therewith.

     The cash expenses to be incurred in connection with the Exchange Offer will
be paid by Avista Corp. and are estimated in the aggregate to be approximately
$250,000. Such expenses include registration fees, fees and expenses of the
Exchange Agent, accounting and legal fees and printing costs, among others.

     Avista Corp. will pay all transfer taxes, if any, applicable to the
exchange of the Old Notes pursuant to the Exchange Offer. If, however,
certificates representing New Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be issued in the name
of, any person other than the registered Holder of Old Notes tendered, or if
tendered Old Notes are registered in the name of, any person other than the
person signing the letter of transmittal, or if a transfer tax is imposed for
any reason other than the exchange of the Old Notes pursuant to the Exchange
Offer, then the amount of any such transfer taxes (whether imposed on the
registered Holder or any other persons) will be payable by the tendering Holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the letter of transmittal, the amount of such transfer taxes will
be billed directly to such tendering Holder.


                                       22
<PAGE>


                          DESCRIPTION OF THE NEW NOTES

     You can find the definitions of certain terms used in this description
under the subheading "--Certain Definitions." In this description, the words
"Avista Corp." refer only to Avista Corporation and not to any of its
subsidiaries, except for purposes of financial data determined on a consolidated
basis. The Old Notes and the New Notes are sometimes collectively called the
"notes".

     Avista Corp. issued the Old Notes under an indenture, dated as of April 3,
2001, between itself and Chase Manhattan Bank and Trust Company, National
Association, as trustee, in a private transaction that was not subject to the
registration requirements of the Securities Act. The terms of the notes include
those stated in the indenture and those made part of the indenture by reference
to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

     The following description is a summary of the material provisions of the
indenture relating to the Old Notes. It does not restate the indenture in its
entirety. We urge you to read the indenture because it, and not this
description, defines your rights as holders of the Old Notes. Some defined terms
used in this description but not defined below under "--Certain Definitions"
have the meanings assigned to them in the indenture.

     The registered holder of a note will be treated as the owner of it for all
purposes. Only registered holders will have rights under the indenture.

RANKING OF THE NOTES

     The notes:

     o    are general unsecured obligations of Avista Corp.;

     o    are pari passu in right of payment with all existing and future
          unsecured senior Indebtedness of Avista Corp.; and

     o    are senior in right of payment to all current and future subordinated
          Indebtedness of Avista Corp., if any.

     As of April 30, 2001, Avista Corp. had outstanding $203.5 million principal
amount of first mortgage bonds, which are secured by a lien on substantially all
of Avista Corp.'s utility plant assets (currently owned or hereafter acquired),
and $120 million of secured short-term bank debt (secured by a pledge of the
stock of Avista Capital) under Credit Facilities with remaining available
commitments of $110 million. On May 31, 2001 Avista Corp. renewed its committed
line of credit and repaid all outstanding borrowings under that facility. By
reason, and to the extent, of these liens, the first mortgage bonds and secured
bank debt rank prior to the notes. As of April 30, 2001, Avista Corp. also had
outstanding $876 million of unsecured long-term debt and $75.4 million of
current portion of unsecured long-term debt. All of such unsecured indebtedness
is pari passu in right of payment with the notes. In addition, Avista Corp. had
subordinated debentures in a net principal amount outstanding of $103.4 million
which are held by the trusts which issued $100 million of outstanding preferred
trust securities. The notes are senior in right of payment to these debentures.
The amounts of indebtedness discussed in this paragraph relate to Avista Corp.
only and not to its subsidiaries.

     As of the date of this prospectus, all of our subsidiaries are "Restricted
Subsidiaries." However, under the circumstances described below under the
subheading "--Certain Other Covenants--Designation of Restricted and
Unrestricted Subsidiaries", we will be permitted to designate certain of our
subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will
not be subject to many of the restrictive covenants in the indenture.

     Although its utility operations are conducted directly by Avista Corp., all
of the other operations of Avista Corp. are conducted through its subsidiaries.
The notes will be effectively subordinated in right of payment to all
Indebtedness and other liabilities and commitments (including trade payables and
lease obligations) of Avista Corp.'s subsidiaries. Any right of Avista Corp. to
receive assets of any of its subsidiaries upon the subsidiary's liquidation or


                                       23
<PAGE>


reorganization (and the consequent right of the holders of the notes to
participate in those assets) will be effectively subordinated to the claims of
that subsidiary's creditors, except to the extent that Avista Corp. is itself
recognized as a creditor of the subsidiary, in which case the claims of Avista
Corp. would still be subordinate in right of payment to any security in the
assets of the subsidiary and any indebtedness of the subsidiary senior to that
held by Avista Corp. In addition, Avista Corp.'s ability to access the cash flow
of its subsidiaries is subject to substantial restrictions. As of March 31,
2001, Avista Corp.'s subsidiaries had approximately $3.7 million of
Indebtedness, $639.4 million of payables and other liabilities, and $9.3 billion
of energy commodity liabilities (energy commodity liabilities are held in a
portfolio containing $9.5 billion of energy commodity assets) outstanding.

PRINCIPAL, MATURITY AND INTEREST

     Avista Corp. has limited the aggregate principal amount of notes which can
be issued under the indenture to $600 million, of which Avista Corp. has issued
$400 million aggregate principal amount. Avista Corp. may issue additional notes
(the "Additional Notes") from time to time. Any offering of Additional Notes is
subject to the covenant described below under the caption "--Certain Other
Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock." The
notes and any Additional Notes subsequently issued under the indenture would be
treated as a single class for all purposes under the indenture, including,
without limitation, waivers, amendments, redemptions and offers to purchase.
Avista Corp. will issue notes in denominations of $1,000 and integral multiples
of $1,000. The notes will mature on June 1, 2008.

     Interest on the notes will accrue at the rate of 9.75% per annum and will
be payable semi-annually in arrears on June 1 and December 1, commencing on
December 1, 2001. Avista Corp. will make each interest payment to the holders of
record on the immediately preceding May 15 and November 15.

     Interest on the notes will accrue from the date of original issuance or, if
interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

METHODS OF RECEIVING PAYMENTS ON THE NOTES

     If a holder has given wire transfer instructions to Avista Corp. at least
ten business days prior to the applicable payment date, Avista Corp. will pay
all principal, interest and premium, if any, on that holder's notes in
accordance with those instructions. All other payments on the notes will be made
at the office or agency of the paying agent and registrar for the notes within
the City and State of New York unless Avista Corp. elects to make interest
payments by check mailed to the holders at their addresses set forth in the
register of holders.

PAYING AGENT AND REGISTRAR FOR THE NOTES

     The trustee will initially act as paying agent and registrar. Avista Corp.
may change the paying agent or registrar without prior notice to the holders,
and Avista Corp. or any of its Subsidiaries may act as paying agent or
registrar.

TRANSFER AND EXCHANGE

     A holder may transfer or exchange notes in accordance with the indenture.
The registrar and the trustee may require a holder to furnish appropriate
endorsements and transfer documents in connection with a transfer of notes.
Holders will be required to pay all taxes due on transfer. Avista Corp. is not
required to transfer or exchange any note selected for redemption.

OPTIONAL REDEMPTION

     The notes are redeemable in whole or in part, at the option of Avista Corp.
at any time, at a redemption price equal to the greater of (i) 100% of the
principal amount of the notes being redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal of and interest on the
notes being redeemed discounted to the date of redemption on a semiannual basis


                                       24
<PAGE>


(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Yield plus 50 basis points, plus, for (i) or (ii) above,
whichever is applicable, accrued interest on such notes to the date of
redemption.

     "Treasury Yield" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of such notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the notes.

     "Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the H.15 Daily
Update of the Federal Reserve Bank of New York or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
business day, the Reference Treasury Dealer Quotation for such redemption date.

     "H.15(519)" means the weekly statistical release entitled "Statistical
Release H.15 (519)", or any successor publication, published by the Board of
Governors of the Federal Reserve System.

     "H.15 Daily Update" means the daily update of H.15(519) available through
the worldwide website of the Board of Governors of the Federal Reserve System or
any successor site or publication.

     "Independent Investment Banker" means an independent investment banking
institution of national standing appointed by Avista Corp. and reasonably
acceptable to the trustee.

     "Reference Treasury Dealer Quotation" means, with respect to the Reference
Treasury Dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount and quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date).

     "Reference Treasury Dealer" means a primary U.S. Government securities
dealer in New York City appointed by Avista Corp. and reasonably acceptable to
the trustee.

     Notice of redemption shall be given not less than 15 days nor more than 60
days prior to the date fixed for redemption.

     Unless Avista Corp. defaults in payment of the Redemption Price (as defined
below), from and after the Redemption Date, the notes or portions thereof called
for redemption will cease to bear interest, and the holders thereof will have no
right in respect to such notes except the right to receive the Redemption Price
thereof.

     Under the procedures set forth above, the price (the "Redemption Price")
payable upon the optional redemption at any time of notes is determined by
calculating the present value (the "Present Value") at such time of each
remaining payment of principal of or interest on such notes and then totaling
such Present Values. If the sum of such Present Values is equal to or less than
100% of the principal amount of such notes, the Redemption Price of such notes
will be 100% of its principal amount (redemption at par). If the sum of such
Present Values is greater than 100% of the principal amount of such notes, the
Redemption Price of such notes will be such greater amount (redemption at a
premium). In no event may a note be redeemed optionally at less than 100% of its
principal amount.

     The Present Value at any time of a payment of principal of or interest on a
note is calculated by applying to such payment the discount rate (the "Discount
Rate") applicable to such payment. The Discount Rate applicable at any time to a


                                       25
<PAGE>


payment of principal of or interest on a note equals the equivalent yield to
maturity at such time of a fixed rate United States treasury security having a
maturity comparable to the maturity of such payment plus 50 basis points; such
yield being calculated on the basis of the interest rate borne by such United
States treasury security and the price at such time of such security. The United
States treasury security employed in the calculation of a Discount Rate (a
"Relevant Security") as well as the price and equivalent yield to maturity of
such Relevant Security will be selected or determined by an investment banker of
national standing selected by Avista Corp. which is reasonably acceptable to the
trustee.

     Whether the sum of the Present Values of the remaining payments of
principal of and interest on a note to be redeemed optionally will or will not
exceed 100% of its principal amount and, accordingly, whether such notes will be
redeemed at par or at a premium will depend on the Discount Rate used to
calculate such Present Values. Such Discount Rate, in turn, will depend upon the
equivalent yield to maturity of a Relevant Security which yield will itself
depend on the interest rate borne by, and the price of, the Relevant Security.
While the interest rate borne by the Relevant Security is fixed, the price of
the Relevant Security tends to vary with interest rate levels prevailing from
time to time. In general, if at a particular time the prevailing level of
interest rates for a newly issued United States treasury security having a
maturity comparable to that of a Relevant Security is higher than the level of
interest rates for newly issued United States treasury securities having a
maturity comparable to such Relevant Security prevailing at the time the
Relevant Security was issued, the price of the Relevant Security will be lower
than its issue price. Conversely, if at a particular time the prevailing level
of interest rates for a newly issued United States treasury security having a
maturity comparable to that of a Relevant Security is lower than the level of
interest rates prevailing for newly issued United States treasury securities
having a maturity comparable to the Relevant Security at the time the Relevant
Security was issued, the price of the Relevant Security will be higher than its
issue price.

     Because the equivalent yield to maturity on a Relevant Security depends on
the interest rate it bears and its price, an increase or a decrease in the level
of interest rates for newly issued United States treasury securities with a
maturity comparable to that of a Relevant Security above or below the levels of
interest rates for newly issued United States treasury securities having a
maturity comparable to the Relevant Security prevailing at the time of issue of
the Relevant Security will generally result in an increase or a decrease,
respectively, in the Discount Rate used to determine the Present Value of a
payment of principal of or interest on a note. As noted above, if the sum of the
Present Values of the remaining payments of principal of and interest on a note
proposed to be redeemed is less than its principal amount, such note may only be
redeemed at par.

MANDATORY REDEMPTION

     Avista Corp. is not required to make any mandatory redemption or sinking
fund payments with respect to the notes.

SELECTION AND NOTICE

     If less than all of the notes are to be redeemed at any time, the trustee
will select notes for redemption as follows:

          (1)  if the notes are listed on any national securities exchange, in
     compliance with the requirements of the principal national securities
     exchange on which the notes are listed; or

          (2)  if the notes are not listed on any national securities exchange,
     on a pro rata basis, by lot or by such method as the trustee shall deem
     fair and appropriate.

     No portion of a note less than $1,000 will be redeemed. Notices of
redemption will be mailed by first class mail at least 15 but not more than 60
days before the redemption date to each holder of notes to be redeemed at its
registered address. Notices of redemption may not be conditional.

     If any note is to be redeemed in part only, the notice of redemption that
relates to that note will state the portion of the principal amount of that note
that is to be redeemed. A new note in principal amount equal to the unredeemed


                                       26
<PAGE>


portion of the original note will be issued in the name of the holder thereof
upon cancellation of the original note. Notes called for redemption become due
on the date fixed for redemption. On and after the redemption date, interest
ceases to accrue on notes or portions of them called for redemption.

REPURCHASE AT THE OPTION OF HOLDERS

     CHANGE OF CONTROL

     In the event of a Change of Control, each holder of notes will have the
right to require Avista Corp. to repurchase all or any part (equal to $1,000 or
an integral multiple of $1,000) of that holder's notes pursuant to a Change of
Control Offer on the terms set forth in the indenture. In the Change of Control
Offer, Avista Corp. will offer a Change of Control Payment in cash equal to 101%
of the aggregate principal amount of notes repurchased plus accrued and unpaid
interest, if any, thereon, to the date of purchase. Within ten days following
any Change of Control, Avista Corp. will mail a notice to each holder describing
the transaction or transactions that constitute the Change of Control and
offering to repurchase notes on the Change of Control Payment Date specified in
the notice, pursuant to the procedures required by the indenture and described
in such notice. Avista Corp. will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent those laws and regulations are applicable in connection with the
repurchase of the notes as a result of a Change of Control.

     On the Change of Control Payment Date, Avista Corp. will, to the extent
lawful:

          (1)  accept for payment all notes or portions of notes properly
     tendered pursuant to the Change of Control Offer;

          (2)  deposit with the paying agent an amount equal to the Change of
     Control Payment in respect of all notes or portions of notes properly
     tendered; and

          (3)  deliver or cause to be delivered to the trustee the notes so
     accepted together with an Officers' Certificate stating the aggregate
     principal amount of notes or portions of notes being purchased by Avista
     Corp.

     The paying agent will promptly mail to each holder of notes properly
tendered the Change of Control Payment for such notes, and the trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each holder a new note equal in principal amount to any unpurchased portion of
the notes surrendered, if any; provided that each new note will be in a
principal amount of $1,000 or an integral multiple of $1,000. Avista Corp. will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

     The provisions described above that require Avista Corp. to make a Change
of Control Offer following a Change of Control will be applicable regardless of
whether any other provisions of the indenture are applicable. Except as
described above with respect to a Change of Control, the indenture does not
contain provisions that permit the holders of the notes to require that Avista
Corp. repurchase or redeem the notes in the event of a takeover,
recapitalization or similar transaction. Accordingly, the indenture may not
afford the holders of notes protection in all circumstances from the adverse
aspects of a highly leveraged transaction, reorganization, restructuring, merger
or similar transaction.

     Avista Corp. will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in the indenture applicable to a Change of Control Offer made by Avista Corp.
and purchases all notes properly tendered and not withdrawn under such Change of
Control Offer.

     The definition of Change of Control includes a phrase relating to the
direct or indirect sale, lease, transfer, conveyance or other disposition of
"all or substantially all" of the properties or assets of Avista Corp. and its
Subsidiaries taken as a whole. Although there is a limited body of case law
interpreting the phrase "substantially all", there is no precise established


                                       27
<PAGE>


definition of the phrase under applicable law. Accordingly, it may be uncertain
whether a holder of notes can require Avista Corp. to repurchase those notes as
a result of a sale, lease, transfer, conveyance or other disposition of less
than all of the assets of Avista Corp. and its Subsidiaries taken as a whole.

     ASSET SALES

     Unless the Rating Condition is satisfied, Avista Corp. will not, and will
not permit any of its Restricted Subsidiaries to, consummate an Asset Sale
unless:

          (1)  Avista Corp. (or the Restricted Subsidiary, as the case may be)
     receives consideration at the time of the Asset Sale at least equal to the
     fair market value of the assets or Equity Interests issued or sold or
     otherwise disposed of, as determined by Avista Corp.'s Board of Directors
     and evidenced by a resolution of the Board of Directors set forth in an
     Officers' Certificate delivered to the trustee before or a reasonable time
     after such Asset Sale; and

          (2)  at least 75% of the consideration received in such Asset Sale by
     Avista Corp. or such Restricted Subsidiary is in the form of cash or Cash
     Equivalents. For purposes of this provision, each of the following shall be
     deemed to be cash:

               (a)  any liabilities (as shown on Avista Corp.'s or such
          Restricted Subsidiary's most recent balance sheet) of Avista Corp. or
          any Restricted Subsidiary (other than contingent liabilities and
          liabilities that are by their terms subordinated in right of payment
          to the notes) that are assumed by the transferee or purchaser of any
          such assets pursuant to an agreement that releases Avista Corp. or
          such Restricted Subsidiary from further liability; and

               (b)  any securities, notes or other obligations received by
          Avista Corp. or any such Restricted Subsidiary from such transferee
          that are contemporaneously (subject to ordinary settlement periods)
          converted by Avista Corp. or such Restricted Subsidiary into cash (to
          the extent of the cash received in that conversion, sale or exchange).

     Within 360 days after the receipt of any Net Proceeds from an Asset Sale
that is consummated at a time when the Rating Condition is not satisfied, Avista
Corp. may apply those Net Proceeds:

          (1)  to repay Indebtedness (other than intercompany Indebtedness) of
     Avista Corp., or a Restricted Subsidiary of Avista Corp., and to
     correspondingly reduce commitments if such Indebtedness constitutes
     revolving credit borrowings;

          (2)  to make capital expenditures; or

          (3)  to acquire other long-term assets that are used or useful in a
     Permitted Business.

Pending the final application of any Net Proceeds, Avista Corp. may temporarily
reduce revolving credit borrowings or otherwise invest Net Proceeds in any
manner that is not prohibited by the indenture.

     Any Net Proceeds from Asset Sales that are consummated at a time when the
Rating Condition is not satisfied that are not applied or invested as provided
above in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $15 million, Avista Corp. will make
an Asset Sale Offer to all holders of notes (and to all holders of other
Indebtedness that is pari passu with the notes and that contains provisions
similar to those set forth in the indenture relating to the notes with respect
to offers to purchase or redeem with the proceeds of sales of assets) to
purchase the maximum principal amount of notes and such other pari passu


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<PAGE>


Indebtedness that may be purchased out of the Excess Proceeds. The offer price
in any Asset Sale Offer will be equal to 100% of principal amount (or 100% of
the accreted value thereof, in the case of Indebtedness sold at a discount) plus
accrued and unpaid interest to the date of purchase, and will be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
Avista Corp. may use those Excess Proceeds for any purpose not otherwise
prohibited by the indenture. If the aggregate principal amount of notes and
other Indebtedness tendered into such Asset Sale Offer exceeds the amount of
Excess Proceeds, Avista Corp. will allocate the Excess Proceeds on a pro rata
basis to the notes and such other Indebtedness tendered, and the trustee will
select the notes to be purchased on a pro rata basis based on the principal
amount of notes tendered. Upon completion of each Asset Sale Offer, the amount
of Excess Proceeds will be reset at zero.

     Notwithstanding the foregoing,

          (1)  Avista Corp. may (i) dispose of all or any portion of its
     transmission assets in one or more RTO Transactions, or (ii) effect, or
     permit any Restricted Subsidiary to effect, an Asset Sale in which the
     Capital Stock of Avista Communications, Avista Advantage or Avista Labs
     (provided such Person is operating substantially the same business as at
     the date of the indenture) is exchanged for Capital Stock or other
     securities of another Person if, upon completion thereof, the subject or
     transferee Person is no longer a Subsidiary of Avista Corp.; provided,
     however, that if the Rating Condition is not satisfied at the time of such
     transaction, Avista Corp. shall apply any Net Proceeds therefrom in
     accordance with the foregoing provisions; provided, further, that if Avista
     Corp. or any Restricted Subsidiary thereafter disposes of any Capital Stock
     or other securities or ownership interest in the subject or transferee
     Person received in, or retained subsequent to, any such transaction, any
     cash realized therefrom shall be treated as Net Proceeds from an Asset Sale
     and applied in accordance with the foregoing provisions; and

          (2)  these provisions shall not apply to any Asset Sale which
     constitutes a transfer, conveyance, sale, lease or other disposition of all
     or substantially all of Avista Corp.'s properties or assets. See below
     under "--Certain Other Covenants--Merger, Consolidation or Sale of Assets."

     Avista Corp. will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sales
provisions of the indenture, Avista Corp. will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of the indenture by virtue of such
conflict.

CERTAIN OTHER COVENANTS

     Set forth below are certain other covenants contained in the indenture.
During any period of time that (i) Moody's and S&P have issued credit ratings of
Avista Corp.'s senior unsecured debt of at least Baa2 and BBB, respectively, in
each case with a stable or improving outlook and (ii) no Default has occurred
and is continuing under the indenture (which we refer to collectively as the
"Rating Condition"), Avista Corp. and its Restricted Subsidiaries will not be
subject to the provisions of the Indenture described above under "Repurchase at
the Option of Holders--Asset Sales", and the provisions described below under
"--Restricted Payments", "--Incurrence of Indebtedness and Issuance of Preferred
Stock", "--Dividend and Other Payment Restrictions Affecting Subsidiaries", and
"--Transactions with Affiliates", and clause (4) of the "--Merger, Consolidation
and Sale of Assets" covenant (collectively, the "Suspended Covenants"). If
Avista Corp. and its Restricted Subsidiaries are not subject to the Suspended
Covenants with respect to the notes for any period of time as a result of the
preceding sentence and, subsequently, one or both of Moody's and S&P withdraw
their ratings or downgrade the ratings assigned to the notes below the specified
ratings, then Avista Corp. and each of its Restricted Subsidiaries (except to
the extent that any Restricted Subsidiary is not subject to any such covenant
pursuant to the terms thereof) will thereafter again be subject to the Suspended
Covenants for the benefit of the notes and compliance with the Suspended
Covenants with respect to Restricted Payments made after the time of such
withdrawal or downgrade will be calculated in accordance with the terms of the
covenant described below under "--Restricted Payments" as if such covenant had
been in effect during the entire period of time from the date of the indenture.

     RESTRICTED PAYMENTS

     Unless the Rating Condition is satisfied, Avista Corp. will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly:


                                       29
<PAGE>


          (1)  declare or pay any dividend or make any other payment or
     distribution on account of Avista Corp.'s Equity Interests (including,
     without limitation, any payment in connection with any merger or
     consolidation involving Avista Corp. or any of its Restricted Subsidiaries)
     or to the direct or indirect holders of Avista Corp.'s or any of its
     Restricted Subsidiaries' Equity Interests in their capacity as such (other
     than dividends or distributions payable in Equity Interests (other than
     Disqualified Stock) of Avista Corp. or dividends or distributions to Avista
     Corp. or a Restricted Subsidiary of Avista Corp.);

          (2)  purchase, redeem or otherwise acquire or retire for value
     (including, without limitation, in connection with any merger or
     consolidation involving Avista Corp.) any Equity Interests of Avista Corp.
     or any Person that beneficially owns, directly or indirectly, a majority of
     the Capital Stock of Avista Corp.;

          (3)  make any payment on or with respect to, or purchase, redeem,
     defease or otherwise acquire or retire for value any Indebtedness that is
     subordinated in right of payment to the notes, except a payment of interest
     or principal at or after the Stated Maturity thereof or a refinancing
     thereof within one year of the final maturity date thereof; or

          (4)  make any Restricted Investment (all such payments and other
     actions set forth in these clauses (1) through (4) being collectively
     referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

          (1)  no Default or Event of Default has occurred and is continuing or
     would occur as a consequence thereof;

          (2)  Avista Corp. would, at the time of such Restricted Payment and
     after giving pro forma effect thereto as if such Restricted Payment had
     been made at the beginning of the applicable four-quarter period, have been
     permitted to incur at least $1.00 of additional Indebtedness pursuant to
     the Fixed Charge Coverage Ratio test set forth in the first paragraph of
     the covenant described below under the caption "-- Incurrence of
     Indebtedness and Issuance of Preferred Stock"; and

          (3)  such Restricted Payment, together with the aggregate amount of
     all other Restricted Payments made by Avista Corp. and its Subsidiaries
     after the date of the indenture (excluding Restricted Payments permitted by
     clauses (2) through (7) and (9) of the next succeeding paragraph), is less
     than the sum, without duplication, of:

               (a)  50% of the Consolidated Net Income of Avista Corp. for the
          period (taken as one accounting period) from the beginning of the
          first fiscal quarter commencing prior to the date of the indenture to
          the end of Avista Corp.'s most recently ended fiscal quarter for which
          internal financial statements are available at the time of such
          Restricted Payment (or, if such Consolidated Net Income for such
          period is a deficit, less 100% of such deficit), plus

               (b)  100% of the aggregate net cash proceeds received by Avista
          Corp. since the date of the indenture as a contribution to its common
          equity capital or from the issue or sale of Equity Interests of Avista
          Corp. (other than Disqualified Stock) or upon the exercise of any
          options, warrants or other rights to purchase Capital Stock (other
          than Disqualified Capital Stock) of Avista Corp. or from the issuance
          or sale of convertible or exchangeable Disqualified Stock or
          convertible or exchangeable debt securities of Avista Corp. that have
          been converted into or exchanged for such Equity Interests (other than
          Equity Interests (or Disqualified Stock or debt securities) sold to a
          Subsidiary of Avista Corp.), plus

               (c)  100% of the net reduction in any Restricted Investment that
          was made after the date of the indenture resulting from payments of
          interest on Indebtedness, dividends, repayment of loans or advances,
          or other transfers of assets, in each case to Avista Corp. or any
          Restricted Subsidiary, and the cash return of capital with respect to
          any Restricted Investment (less the cost of disposition, if any), plus


                                       30
<PAGE>


               (d)  to the extent that any Unrestricted Subsidiary of Avista
          Corp. is redesignated as a Restricted Subsidiary after the date of the
          indenture, the fair market value of Avista Corp.'s Investment in such
          Subsidiary as of the date of such redesignation, plus

               (e)  any amount which previously qualified as a Restricted
          Payment on account of any Guarantee entered into by Avista Corp. or
          any Restricted Subsidiary; provided that such Guarantee has not been
          called upon and the obligation arising under such Guarantee no longer
          exists; less

               (f)  the after-tax amount of any power and natural gas cost
          deferrals for the period (taken as one accounting period) from the
          beginning of the first fiscal quarter commencing prior to the date of
          the indenture to the end of Avista Corp.'s most recently ended fiscal
          quarter for which internal financial statements are available at the
          time of such Restricted Payment; plus

               (g)  the after-tax amount of any amortization of power and
          natural gas deferrals for the period (taken as one accounting period)
          from the beginning of the first fiscal quarter commencing prior to the
          date of the indenture to the end of Avista Corp.'s most recently ended
          fiscal quarter for which internal financial statements are available
          at the time of such Restricted Payment.

     So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions will not prohibit:

          (1)  the payment of any dividend within 60 days after the date of
     declaration thereof, if at said date of declaration such payment would have
     complied with the provisions of the indenture;

          (2)  the redemption, repurchase, retirement, defeasance or other
     acquisition of any subordinated Indebtedness of Avista Corp. or of any
     Equity Interests of Avista Corp. in exchange for, or out of the net cash
     proceeds of the substantially concurrent sale (other than to a Subsidiary
     of Avista Corp.) of, Equity Interests of Avista Corp. (other than
     Disqualified Stock); provided that the amount of any such net cash proceeds
     that are utilized for any such redemption, repurchase, retirement,
     defeasance or other acquisition will be excluded from clause (3)(b) of the
     preceding paragraph;

          (3)  the defeasance, redemption, repurchase or other acquisition of
     subordinated Indebtedness of Avista Corp. with the net cash proceeds from
     an incurrence of Permitted Refinancing Indebtedness;

          (4)  the repurchase, redemption, retirement, refinancing, acquisition
     for value or payment of any Disqualified Stock in exchange for, or out of
     the net cash proceeds of, the substantially concurrent issuance of new
     Disqualified Stock of Avista Corp.; provided that any such new Disqualified
     Stock:

               (a)  shall have an aggregate liquidation preference that does not
          exceed the aggregate liquidation preference of the amount so
          refinanced;

               (b)  has a Weighted Average Life to Maturity greater than the
          remaining Weighted Average Life to Maturity of the Disqualified
          Capital Stock being refinanced; and

               (c)  has a Stated Maturity later than the Stated Maturity of the
          Disqualified Stock being refinanced;

          (5)  the repurchase of any subordinated Indebtedness of Avista Corp.
     at a purchase price not greater than 101% of the principal amount of such
     subordinated Indebtedness in the event of a Change of Control pursuant to a
     provision similar to "Repurchase at the Option of Holders--Change of
     Control"; provided that prior to consummating any such repurchase, Avista
     Corp. has made the Change of Control Offer required by the indenture and
     has repurchased all notes validly tendered for payment in connection with
     such Change of Control Offer;

          (6)  the repurchase of any subordinated Indebtedness of Avista Corp.
     at a purchase price not greater than 100% of the principal amount of such
     Indebtedness in the event of an Asset Sale pursuant to a provision similar


                                       31
<PAGE>


     to the "--Repurchase at the Option of Holders--Asset Sales" covenant;
     provided that prior to consummating any such repurchase, Avista Corp. has
     made the Asset Sale Offer required by the indenture and has repurchased all
     notes validly tendered for payment in connection with such Asset Sale
     Offer;

          (7)  repurchases of Capital Stock (or warrants or options convertible
     into or exchangeable for such Capital Stock) deemed to occur upon exercise
     of stock options to the extent that shares of such Capital Stock (or
     warrants or options convertible into or exchangeable for such Capital
     Stock) represent a portion of the exercise price of such options;

          (8)  the declaration and payment of regular quarterly cash dividends
     in respect of Avista Corp.'s common stock in a per share amount not to
     exceed 105% of the quarterly dividend for the immediately preceding
     calendar quarter, and in respect of Avista Corp.'s preferred stock in an
     aggregate amount not to exceed $2.5 million per calendar quarter; provided
     that the aggregate amount of such cash dividends will be included as
     Restricted Payments for purposes of determining the amount of Restricted
     Payments that may be made pursuant to clause (3) of the preceding
     paragraph; or

          (9)  other Restricted Payments by Avista Corp. or any Restricted
     Subsidiary in an aggregate amount not to exceed $10 million since the date
     of the indenture.

     The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued to or by Avista Corp. or such Subsidiary,
as the case may be, pursuant to the Restricted Payment. The fair market value of
any assets or securities that are required to be valued by this covenant will be
determined by the Board of Directors whose resolution with respect thereto shall
be delivered to the trustee.

     INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK

     Unless the Rating Condition is satisfied, Avista Corp. will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to (collectively,
"incur") any Indebtedness (including Acquired Debt), and Avista Corp. will not
issue any Disqualified Stock and will not permit any of its Restricted
Subsidiaries to issue any shares of preferred stock; provided, however, that
Avista Corp. may incur Indebtedness (including Acquired Debt) or issue
Disqualified Stock, and Avista Corp.'s Restricted Subsidiaries may incur
Indebtedness or issue preferred stock, if the Fixed Charge Coverage Ratio for
Avista Corp.'s most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or preferred
stock is issued would have been at least 2.0 to 1, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred or the preferred stock or
Disqualified Stock had been issued, as the case may be, at the beginning of such
four-quarter period.

     This covenant will not prohibit the incurrence of any of the following
items of Indebtedness (collectively, "Permitted Debt"):

          (1)  the incurrence by Avista Corp. or any of its Restricted
     Subsidiaries of Indebtedness and letters of credit under one or more Credit
     Facilities in an aggregate principal amount at any one time outstanding
     under this clause (1) (with letters of credit being deemed to have a
     principal amount equal to the maximum potential liability of Avista Corp.
     and its Restricted Subsidiaries thereunder) equal to $600 million
     outstanding at any one time, less principal repayments of term loans and
     permanent commitment reductions with respect to revolving loans and letters
     of credit under any Credit Facility (in each case, other than in connection
     with an amendment, refinancing, refunding, replacement, renewal or
     modification) made after the date of the Indenture;

          (2)  the incurrence by Avista Corp. or any of its Restricted
     Subsidiaries of the Existing Indebtedness;

          (3)  the incurrence by Avista Corp. of Indebtedness represented by the
     notes;


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<PAGE>


          (4)  the incurrence by Avista Corp. or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance or replace,
     Indebtedness (other than intercompany Indebtedness) that was permitted by
     the indenture to be incurred under the first paragraph of this covenant or
     clauses (2), (3), (8), (11) or (12) of this paragraph;

          (5)  the incurrence by Avista Corp. or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among Avista Corp. and
     any of its Restricted Subsidiaries; provided, however, that:

               (a)  if Avista Corp. is the obligor on such Indebtedness, such
          Indebtedness must be expressly subordinated to the prior payment in
          full in cash of all Obligations with respect to the notes; and

               (b)(i) any subsequent issuance or transfer of Equity Interests
          that results in any such Indebtedness being held by a Person other
          than Avista Corp. or a Restricted Subsidiary thereof and (ii) any sale
          or other transfer of any such Indebtedness to a Person that is not
          either Avista Corp. or a Restricted Subsidiary thereof, shall be
          deemed, in each case, to constitute an incurrence of such Indebtedness
          by Avista Corp. or such Restricted Subsidiary, as the case may be,
          that was not permitted by this clause (5);

          (6)  the incurrence by Avista Corp. or any of its Restricted
     Subsidiaries of:

               (a)  Hedging Obligations that are incurred for the purpose of
          fixing or hedging interest rate risk with respect to any floating rate
          Indebtedness that is permitted by the terms of the indenture to be
          outstanding;

               (b)  Currency Hedging Obligations relating to Indebtedness of
          Avista Corp. or any Restricted Subsidiary and/or to obligations to
          purchase or sell assets or properties; provided that such Currency
          Hedging Obligations do not increase the Indebtedness or other
          obligations of Avista Corp. or any Restricted Subsidiary other than as
          a result of fluctuations in foreign currency exchange rates or by
          reason of fees, indemnities and compensation payable thereunder;

               (c)  Commodity Price Protection Obligations; provided that such
          Commodity Price Protection Obligations do not increase the amount of
          Indebtedness or other obligations of Avista Corp. or any Restricted
          Subsidiary other than as a result of fluctuations in commodity prices
          or by reason of fees, indemnities and compensation payable thereunder;
          and

               (d)  the Guarantee by any Restricted Subsidiary of Avista Corp.
          of Indebtedness of Avista Corp. if such Restricted Subsidiary
          guarantees the notes by executing a guarantee and supplemental
          indenture in the forms prescribed by the indenture;

          (7)  the Guarantee by Avista Corp. or any Subsidiary of Avista Corp.
     of Indebtedness of a Restricted Subsidiary of Avista Corp. that was
     permitted to be incurred by another provision of this covenant;

          (8)  Indebtedness of Avista Corp. or any Restricted Subsidiary of
     Avista Corp., represented by Capital Lease Obligations, or preferred stock
     of a Restricted Subsidiary issued, or Indebtedness of Avista Corp. or a
     Restricted Subsidiary incurred or assumed (i) to finance capital
     expenditures or (ii) in connection with the acquisition or development of
     real property, plant or equipment or the Capital Stock of a Restricted
     Subsidiary that owns such property, plant or equipment in each case
     incurred for the purpose of financing all or any part of the purchase price
     of such property, plant or equipment or Capital Stock, in each case in an
     aggregate principal amount (or accreted value, as applicable) at any time
     outstanding pursuant to this clause (8), including all Permitted
     Refinancing Indebtedness incurred to refund, refinance or replace any
     Indebtedness incurred pursuant to this clause (8), not to exceed $275
     million;

          (9)  Indebtedness incurred to finance power and natural gas cost
     deferrals pursuant to, and in accordance with, state statutory or public
     utility commission authorization, in an amount not to exceed the amount of
     the deferrals so financed;


                                       33
<PAGE>


          (10) Indebtedness of Avista Corp. or any of its Restricted
     Subsidiaries arising from the honoring by a bank or other financial
     institution of a check, draft or similar instrument inadvertently (except
     in the case of daylight overdrafts) drawn against insufficient funds in the
     ordinary course of business; provided, however, that such Indebtedness is
     extinguished within five business days of incurrence;

          (11) shares of preferred stock of a Restricted Subsidiary of Avista
     Corp. issued to Avista Corp. or another Restricted Subsidiary of Avista
     Corp.; provided that any subsequent transfer of any Capital Stock or any
     other event that results in any such Restricted Subsidiary ceasing to be a
     Restricted Subsidiary or any other subsequent transfer of any such shares
     of preferred stock (except to Avista Corp. or another Restricted Subsidiary
     of Avista Corp.) shall be deemed, in each case, to be an issuance of
     preferred stock that was not permitted by this clause (11); and

          (12) the incurrence by Avista Corp. or any of its Restricted
     Subsidiaries of additional Indebtedness (including under a Credit Facility)
     in an aggregate principal amount (or accreted value, as applicable) at any
     time outstanding, including all Permitted Refinancing Indebtedness incurred
     to refund, refinance or replace any Indebtedness incurred pursuant to this
     clause (12), not to exceed $25 million.

     In addition, Avista Corp. will not incur any Indebtedness (including
Permitted Debt) that is contractually subordinated in right of payment to any
other Indebtedness of Avista Corp. unless such Indebtedness is also
contractually subordinated in right of payment to the notes pursuant to terms no
less favorable to the holders of the notes; provided, however, that no
Indebtedness of Avista Corp. shall be deemed to be contractually subordinated in
right of payment to any other Indebtedness of Avista Corp. solely by virtue of
being unsecured.

     For purposes of determining compliance with this "Incurrence of
Indebtedness and Issuance of Preferred Stock" covenant:

          (1)  in the event that an item of proposed Indebtedness meets the
     criteria of more than one of the categories of Permitted Debt described in
     clauses (1) through (12) above, or is entitled to be incurred pursuant to
     the first paragraph of this covenant, Avista Corp. will be permitted to
     classify such item of Indebtedness on the date of its incurrence in any
     manner that complies with this covenant;

          (2)  Indebtedness under Credit Facilities outstanding on the date of
     the indenture shall be deemed to have been incurred on the date of the
     indenture in reliance on the exception provided by clause (1) of the
     definition of Permitted Debt;

          (3)  the accrual of interest, the accretion or amortization of
     original issue discount, the payment of interest on any Indebtedness in the
     form of additional Indebtedness with the same terms, and the payment of
     dividends on Disqualified Stock in the form of additional shares of the
     same class of Disqualified Stock will not be deemed to be an incurrence of
     Indebtedness or an issuance of Disqualified Stock for purposes of this
     covenant; provided, in each such case, that the amount thereof is included
     in Fixed Charges of Avista Corp. as accrued; and

          (4)  for purposes of determining compliance with any
     dollar-denominated restriction on the incurrence of Indebtedness
     denominated in a foreign currency, the dollar-equivalent principal amount
     of such Indebtedness incurred pursuant thereto shall be calculated based on
     the relevant currency exchange rate in effect on the date that such
     Indebtedness was incurred.

     Notwithstanding the foregoing, Avista Corp. will not incur or suffer to
exist, or permit any of its Restricted Subsidiaries or Unrestricted Subsidiaries
to incur or suffer to exist, any Obligations with respect to an Unrestricted
Subsidiary that would violate the provisions set forth in the definition of
Unrestricted Subsidiary. Specifically, without limiting the generality of the
foregoing, if an Unrestricted Subsidiary incurs Indebtedness that is not
Non-Recourse Debt or any Indebtedness of an Unrestricted Subsidiary ceases to be
Non-Recourse Debt, such Unrestricted Subsidiary will then cease to be an
Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of
such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of
Avista Corp. as of such date.


                                       34
<PAGE>


     LIENS

     Avista Corp. will not and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any consensual Lien of any kind securing Indebtedness or trade
payables (other than Permitted Liens) upon any of their property or assets, now
owned or hereafter acquired, unless all payments due under the indenture and the
notes are secured on an equal and ratable basis with the obligations so secured
until such time as such obligations are no longer secured by a Lien; provided,
however, that Avista Corp. and its Restricted Subsidiaries may incur other Liens
to secure Indebtedness or trade payables as long as the sum of (x) the amount of
outstanding Indebtedness and trade payables secured by Liens incurred pursuant
to this proviso plus (y) the Attributable Debt with respect to all outstanding
leases in connection with Sale/Leaseback Transactions entered into pursuant to
the second paragraph of the covenant described below under the caption "--Sale
and Leaseback Transactions", does not exceed $25 million.

     DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES

     Unless the Rating Condition is satisfied, Avista Corp. will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly, create
or permit to exist or become effective any consensual encumbrance or restriction
on the ability of any Restricted Subsidiary to:

          (1)  pay dividends or make any other distributions on its Capital
     Stock to Avista Corp. or any of its Restricted Subsidiaries, or with
     respect to any other interest or participation in, or measured by, its
     profits, or pay any indebtedness owed to Avista Corp. or any of its
     Restricted Subsidiaries;

          (2)  make loans or advances to Avista Corp. or any of its Restricted
     Subsidiaries; or

          (3)  transfer any of its properties or assets to Avista Corp. or any
     of its Restricted Subsidiaries.

     However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

          (1)  Existing Indebtedness and Indebtedness under Credit Facilities as
     in effect on the date of the indenture and any amendments, modifications,
     restatements, renewals, increases, supplements, refundings, restructurings
     (including rate increases), replacements or refinancings thereof, provided
     that such amendments, modifications, restatements, renewals, increases,
     supplements, refundings, restructurings, replacement or refinancings are
     not materially more restrictive, taken as a whole, with respect to such
     dividend and other payment restrictions than those contained in such
     Indebtedness, as in effect on the date of the indenture;

          (2)  the indenture and the notes;

          (3)  applicable law or any requirement of any regulatory body;

          (4)  any instrument governing Indebtedness or Capital Stock of a
     Person acquired by Avista Corp. or any of its Restricted Subsidiaries as in
     effect at the time of such acquisition (except to the extent such
     Indebtedness was incurred in connection with or in contemplation of such
     acquisition), which encumbrance or restriction is not applicable to any
     Person, or the properties or assets of any Person, other than the Person,
     or the property or assets of the Person, so acquired, provided that, in the
     case of Indebtedness, such Indebtedness was permitted by the terms of the
     indenture to be incurred;

          (5)  customary non-assignment provisions of (a) any leases governing a
     leasehold interest, (b) any supply, license or other agreement entered into
     in the ordinary course of business of Avista Corp. or any of its Restricted
     Subsidiaries, or (c) any security agreement relating to a Lien incurred
     pursuant to clause (10) of the definition of Permitted Liens;


                                       35
<PAGE>


          (6)  purchase money obligations for property acquired in the ordinary
     course of business that impose restrictions on the property so acquired of
     the nature described in clause (3) of the preceding paragraph;

          (7)  any agreement for the sale or other disposition of a Restricted
     Subsidiary or assets that restricts distributions by that Subsidiary or of
     such assets pending such sale or other disposition;

          (8)  Permitted Refinancing Indebtedness, provided that the
     restrictions contained in the agreements governing such Permitted
     Refinancing Indebtedness are not materially more restrictive, taken as a
     whole, than those contained in the agreements governing the Indebtedness
     being refinanced;

          (9)  Liens securing Indebtedness that limit the right of the debtor to
     dispose of the assets subject to such Lien; and

          (10) provisions with respect to the disposition or distribution of
     assets or property in asset sale agreements entered into in the ordinary
     course of business.

     MERGER, CONSOLIDATION OR SALE OF ASSETS

     Avista Corp. may not, directly or indirectly: (1) consolidate or merge with
or into another Person (whether or not Avista Corp. is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of Avista Corp. and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person; unless:

          (1)  either:

               (a)  Avista Corp. is the surviving corporation; or

               (b)  the Person formed by or surviving any such consolidation or
          merger or to which such sale, assignment, transfer, conveyance or
          other disposition shall have been made is either (i) a corporation
          organized or existing under the laws of the United States, any state
          thereof or the District of Columbia or (ii) a partnership or limited
          liability company organized or existing under the laws of the United
          States, any state thereof or the District of Columbia, in either case,
          that has at least one Restricted Subsidiary that is a corporation
          organized or existing under the laws of the United States, any state
          thereof or the District of Columbia which corporation becomes a
          co-issuer of the notes pursuant to a supplemental indenture in form
          reasonably satisfactory to the trustee;

          (2) the Person formed by or surviving any such consolidation or merger
     (if other than Avista Corp.) or the Person to which such sale, assignment,
     transfer, conveyance or other disposition shall have been made assumes all
     the obligations of Avista Corp. under the notes and, the indenture pursuant
     to agreements in form reasonably satisfactory to the trustee;

          (3)  immediately after such transaction no Default or Event of Default
     exists; and

          (4)  either:

               (a)  Avista Corp. or the Person formed by or surviving any such
          consolidation or merger (if other than Avista Corp.), or to which such
          sale, assignment, transfer, conveyance or other disposition shall have
          been made will, on the date of such transaction after giving pro forma
          effect thereto and any related financing transactions as if the same
          had occurred at the beginning of the applicable four-quarter period,
          be permitted to incur at least $1.00 of additional Indebtedness,
          either pursuant to the Fixed Charge Coverage Ratio test set forth in
          the first paragraph of the covenant described above under the caption
          "--Incurrence of Indebtedness and Issuance of Preferred Stock" or
          because the Rating Condition is then satisfied; or


                                       36
<PAGE>


               (b)  on the date of such transaction after giving pro forma
          effect thereto and any related financing transactions, as if the same
          had occurred at the beginning of the applicable four-quarter period,
          the pro forma Fixed Charge Coverage Ratio of the surviving Person (if
          other than Avista Corp.) will exceed the actual Fixed Charge Coverage
          Ratio of Avista Corp. as of such date.

     In addition, Avista Corp. may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person.

     TRANSACTIONS WITH AFFILIATES

     Unless the Rating Condition is satisfied, Avista Corp. will not, and will
not permit any of its Restricted Subsidiaries to, make any payment to, or sell,
lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any
transaction, contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"),
unless:

          (1)  the terms of such Affiliate Transaction or series of related
     Affiliate Transactions are no less favorable to Avista Corp. or such
     Restricted Subsidiary, as the case may be, than those that would be
     obtainable in a comparable transaction or series of related transactions in
     arm's-length dealings with an unrelated third party; and

          (2)  Avista Corp. delivers to the trustee (i) with respect to any
     Affiliate Transaction or series of related Affiliate Transactions involving
     aggregate consideration in excess of $10 million, a resolution of the Board
     of Directors set forth in an Officers' Certificate certifying that such
     Affiliate Transaction complies with clause (l) above and that such
     Affiliate Transaction has been approved by a majority of the disinterested
     members of the Board of Directors and (ii) with respect to any Affiliate
     Transaction or series of related Affiliate Transactions involving aggregate
     consideration in excess of $25 million, a written opinion of a nationally
     recognized investment banking, accounting or appraisal firm stating that
     such transaction or series of transactions is fair to the holders from a
     financial point of view.

     The following items will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

          (1)  any employment, compensation or indemnification arrangement
     entered into by Avista Corp. or any of its Restricted Subsidiaries in the
     ordinary course of business with employees, directors, officers or
     consultants;

          (2)  loans or advances to officers, directors, consultants and
     employees in the ordinary course of business or guarantees in respect
     thereof or otherwise made on their behalf (including any payments on such
     guarantees);

          (3)  any redemption of Capital Stock held by employees upon death,
     disability or termination of employment at a price not in excess of the
     fair market value thereof;

          (4)  the grant of stock options or similar rights to employees and
     directors of Avista Corp.;

          (5)  payment of reasonable directors fees;

          (6)  transactions between or among Avista Corp. and/or its Restricted
     Subsidiaries; and

          (7)  Restricted Payments and Permitted Investments that are permitted
     by the provisions of the indenture described above under the caption
     "--Restricted Payments."


                                       37
<PAGE>


     SALE AND LEASEBACK TRANSACTIONS

     Avista Corp. will not, and will not permit any of its Restricted
Subsidiaries to, enter into any Sale/Leaseback Transaction with respect to any
property owned on the date of the indenture or thereafter acquired unless:

          (1)  Avista Corp. or such Restricted Subsidiary would be entitled to
     create a Lien on such property securing Indebtedness in an amount at least
     equal to the Attributable Debt with respect to such transaction without
     equally and ratably securing the notes pursuant to the covenant described
     above under the caption "--Liens";

          (2)  the Net Proceeds of the sale are at least equal to the fair
     market value (as determined by the Board of Directors) of the property sold
     and Avista Corp. or such Restricted Subsidiary applies an amount in cash
     equal to the net proceeds of such sale to the retirement, within 180 days
     of the effective date of any such arrangement, of Indebtedness of Avista
     Corp. or a Restricted Subsidiary or purchases other property having a fair
     market value at least equal to the fair market value of the assets or
     property sold in such transactions; or

          (3)  such Sale/Leaseback Transaction is between Avista Corp. and any
     of its Restricted Subsidiaries or between any Restricted Subsidiaries of
     Avista Corp.

In addition to the transactions permitted pursuant to the preceding paragraph,
Avista Corp. or any Restricted Subsidiary may enter into any other
Sale/Leaseback Transaction as long as the sum of:

          (a)  the Attributable Debt with respect to such Sale/Leaseback
     Transaction and all other Sale/Leaseback Transactions entered into pursuant
     to this proviso, plus

          (b)  the amount of outstanding Indebtedness secured by Liens incurred
     pursuant to the final proviso to the covenant described under "--Liens",

does not exceed $25 million.

     DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES

     The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by Avista Corp. and its
Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an
Investment made as of the time of such designation and will either reduce the
amount available for Restricted Payments under the first paragraph of the
covenant described above under the caption "--Restricted Payments" or reduce the
amount available for future Investments under one or more clauses of the
definition of Permitted Investments, or both, as Avista Corp. shall determine.
That designation will be permitted only if such Investment would be permitted at
that time and if such Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a
Default. Any designation by the Board of Directors shall be evidenced to the
trustee by filing with the trustee a certified copy of the board resolution
giving effect to the designation and an Officer's Certificate certifying that
the designation complied with these conditions and was permitted by the
"Restricted Payments" covenant.

     If, at any time, any Unrestricted Subsidiary would fail to meet the
requirements of the definition of an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture
and any Indebtedness of the Subsidiary will be deemed to be incurred by a
Restricted Subsidiary of Avista Corp. as of that date (and, if such Indebtedness
is not permitted to be incurred as of that date under the covenant describes
under the caption "--Incurrence of Indebtedness and Issuance of Preferred
Stock", Avista Corp. will be in default of such covenant).


                                       38
<PAGE>


     The Board of Directors of Avista Corp. may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation will be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of Avista Corp. of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation will be permitted only if (i) such Indebtedness
is permitted under the covenant described under the caption "--Incurrence of
Indebtedness and Issuance of Preferred Stock", calculated on a pro forma basis
as if the designation had occurred at the beginning of the four-quarter period,
and (ii) no Default or Event of Default would be in existence following the
designation.

     REPORTS

     Whether or not required by the rules and regulations of the SEC, so long as
any notes are outstanding, Avista Corp. will furnish to the holders of notes,
within the time periods specified in the SEC's rules and regulations:

          (1)  all quarterly and annual financial information that would be
     required to be contained in a filing with the SEC on Forms 10-Q and 10-K,
     including a "Management's Discussion and Analysis of Financial Condition
     and Results of Operations" and, with respect to the annual information
     only, a report on the annual financial statements by Avista Corp.'s
     certified independent accountants; and

          (2)  all current reports that would be required to be filed with the
     SEC on Form 8-K.

     In addition, whether or not required by the rules and regulations of the
SEC, Avista Corp. will file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. Avista Corp. has
also agreed that, for so long as any Old Notes remain outstanding, it will
furnish to the holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

EVENTS OF DEFAULT AND REMEDIES

     Each of the following is an Event of Default:

          (1)  default continued for 30 days in the payment when due of interest
     on, the notes;

          (2)  default in payment when due of the principal of, or premium, if
     any, on the notes;

          (3)  failure by Avista Corp. or any of its Restricted Subsidiaries to
     comply with any of the provisions described under the captions"--Repurchase
     at the Option of Holders--Change of Control", "--Repurchase at the Option
     of Holders--Assets Sales" or "Certain Other Covenants--Merger,
     Consolidation or Sale of Assets;"

          (4)  default in performance of any other agreements in the indenture
     or in the notes for 30 days after written notice to Avista Corp. by the
     trustee or to Avista Corp. and the trustee by the holders of at least 25%
     in principal amount on the notes then outstanding;

          (5)  there shall have occurred either (i) a default by Avista Corp. or
     any Restricted Subsidiary under any instrument or instruments under which
     there is or may be secured or evidenced any Indebtedness of Avista Corp. or
     any Restricted Subsidiary of Avista Corp. (other than the notes) having an
     outstanding principal amount of $25 million or more that has caused the
     holders thereof to declare such Indebtedness to be due and payable prior to
     its maturity or (ii) a default by Avista Corp. or any Restricted Subsidiary


                                       39
<PAGE>


     in the payment at maturity of the principal under any such instrument, and
     such unpaid portion exceeds $25 million and is not paid, or such default is
     not cured or waived, within any grace period applicable thereto, unless
     such acceleration is rescinded or annulled or such Indebtedness is
     discharged within 20 days of Avista Corp. or a Restricted Subsidiary
     becoming aware of such default; provided, however, that this clause (5)
     shall not apply to any default on Non-Recourse Debt;

          (6)  any final judgment or order for the payment of money shall be
     rendered against Avista Corp., or any Restricted Subsidiary of Avista Corp.
     that is a Significant Subsidiary, in an amount in excess of $25 million and
     shall not be discharged, and there shall be any period of 30 consecutive
     days following entry of the final judgment or order in excess of $25
     million during which a stay of enforcement of such final judgment or order,
     by reason of a pending appeal or otherwise, shall not be in effect;

          (7)  certain events of bankruptcy or insolvency with respect to Avista
     Corp. or any Restricted Subsidiary of Avista Corp. that is a Significant
     Subsidiary; and

          (8)  except as permitted by the indenture, any guarantee of the notes
     is held in any judicial proceeding to be unenforceable or invalid or shall
     cease for any reason to be in full force and effect or any guarantor, or
     any Person acting on behalf of any guarantor, shall deny or disaffirm its
     obligations under such guarantor's guarantee of the notes.

     In the case of an Event of Default arising from certain events of
bankruptcy or insolvency, with respect to Avista Corp. or any Restricted
Subsidiary that is a Significant Subsidiary of Avista Corp., all outstanding
notes will become due and payable immediately without further action or notice.
If any other Event of Default occurs and is continuing, the trustee or the
holders of at least 25% in principal amount of the then outstanding notes may
declare all the notes to be due and payable immediately.

     Holders of the notes may not enforce the indenture or the notes except as
provided in the indenture. Subject to certain limitations, holders of a majority
in principal amount of the then outstanding notes may direct the trustee in its
exercise of any trust or power. The trustee may withhold from holders of the
notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest if it
determines that withholding notice is in their interest.

     The holders of a majority in aggregate principal amount of the notes then
outstanding by notice to the trustee may on behalf of the holders of all of the
notes waive any existing Default or Event of Default and its consequences under
the indenture except a continuing Default or Event of Default in the payment of
interest on, premium, if any, or the principal of, the notes.

     Avista Corp. is required to deliver to the trustee annually a statement
regarding compliance with the indenture. Upon becoming aware of any Default or
Event of Default, Avista Corp. is required to deliver to the trustee a statement
specifying such Default or Event of Default.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

     No director, officer, employee, incorporator, controlling person or
stockholder of Avista Corp., as such, shall have any liability for any
obligations of Avista Corp. under the notes or the indenture, or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each holder of notes by accepting a note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the notes.
The waiver may not be effective to waive liabilities under the federal
securities laws.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     Avista Corp. may, at its option and at any time, elect to have all of its
obligations discharged with respect to all or a portion of the outstanding notes
("Legal Defeasance") except for:

          (1)  the rights of holders of outstanding notes to receive payments in
     respect of the principal of, or interest or premium, if any, on such notes,
     when such payments are due from the trust referred to below;


                                       40
<PAGE>


          (2)  Avista Corp.'s obligations with respect to the notes concerning
     issuing temporary notes, registration of notes, mutilated, destroyed, lost
     or stolen notes and the maintenance of an office or agency for payment and
     money for security payments held in trust;

          (3)  the rights, powers, trusts, duties and immunities of the trustee,
     and Avista Corp.'s obligations in connection therewith; and

          (4)  the Legal Defeasance provisions of the indenture.

     In addition, Avista Corp. may, at its option and at any time, elect to have
the obligations of Avista Corp. released with respect to certain covenants that
are described in the indenture ("Covenant Defeasance") and thereafter any
omission to comply with those covenants shall not constitute a Default or Event
of Default with respect to the notes. In the event Covenant Defeasance occurs,
certain events (not including non-payment, bankruptcy, receivership,
rehabilitation and insolvency events) described under "-Events of Default" will
no longer constitute an Event of Default with respect to the notes.

     In order to exercise either Legal Defeasance or Covenant Defeasance:

          (1)  Avista Corp. must irrevocably deposit with the trustee, in trust,
     for the benefit of the holders of the notes (or, in the case of Legal
     Defeasance, a specified principal amount thereof), cash in U.S. dollars,
     non-callable Government Securities, or a combination thereof, in such
     amounts as will be sufficient, in the opinion of a nationally recognized
     firm of independent public accountants to pay the principal of, premium, if
     any, and interest on the notes (or in the case of Legal Defeasance, such
     specified principal amount thereof) on the stated maturity or prior
     Redemption Date thereof, as the case may be,

          (2)  in the case of Legal Defeasance, Avista Corp. shall have
     delivered to the trustee:

               (a)  an opinion of counsel in the United States reasonably
          acceptable to the trustee confirming that (i) Avista Corp. has
          received from, or there has been published by, the Internal Revenue
          Service a ruling or (ii) since the date of the indenture, there has
          been a change in the applicable federal income tax law, in either case
          to the effect that, and based thereon such opinion of counsel shall
          confirm that, the holders of the outstanding notes will not recognize
          income, gain or loss for federal income tax purposes as a result of
          such Legal Defeasance and will be subject to federal income tax on the
          same amounts, in the same manner and at the same times as would have
          been the case if such Legal Defeasance had not occurred; or

               (b)(i) an instrument wherein Avista Corp., notwithstanding the
          satisfaction and discharge of its Indebtedness in respect of the notes
          or a portion of the principal amount thereof, shall assume the
          obligation (which shall be absolute and unconditional) to irrevocably
          deposit with the trustee such additional sums of money, if any, or
          additional Government Securities, if any, or any combination thereof,
          at such time or times, as shall be necessary, together with the money
          and/or Government Securities theretofore so deposited, to pay when due
          the principal of and premium, if any, and interest due and to become
          due on such notes or portions thereof, provided, however, that such
          instrument may state that the obligation of Avista Corp. to make
          additional deposits as aforesaid shall arise only upon the delivery to
          Avista Corp. by the trustee of a notice asserting the deficiency and
          showing the calculation thereof and shall continue only until Avista
          Corp. shall have delivered to the trustee a further opinion of an
          independent public accountant of nationally recognized standing to the
          effect that no such deficiency exists and showing the calculation of
          the sufficiency of the deposits then held by the trustee; and (ii) an
          opinion of recognized tax counsel in the United States reasonably
          acceptable to the trustee to the effect that the holders of the
          outstanding notes will not recognize income, gain or loss for federal
          income tax purposes as a result of such Legal Defeasance and will be
          subject to federal income tax on the same amounts, in the same manner
          and at the same times as would have been the case if such Legal
          Defeasance had not occurred;


                                       41
<PAGE>


          (3)  in the case of Covenant Defeasance, Avista Corp. shall have
     delivered to the trustee an opinion of counsel reasonably acceptable to the
     trustee confirming that the holders of the outstanding notes will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such Covenant Defeasance and will be subject to federal income tax on
     the same amounts, in the same manner and at the same times as would have
     been the case if such Covenant Defeasance had not occurred;

          (4)  no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit;

          (5)  such Legal Defeasance or Covenant Defeasance will not result in a
     breach or violation of, or constitute a default under any material
     agreement or instrument (other than the indenture) to which Avista Corp. or
     any of it Subsidiaries is a party or by which Avista Corp. or any of its
     Subsidiaries is bound;

          (6)  Avista Corp. must deliver to the trustee an opinion of counsel to
     the effect that (assuming that no holder of any notes would be considered
     an insider of Avista Corp. under applicable bankruptcy or insolvency law)
     after the 123rd day following the deposit, the trust funds will not
     constitute a "voidable preference" under Section 547 of the Bankruptcy
     Code;

          (7)  Avista Corp. must deliver to the trustee an Officers' Certificate
     stating that the deposit was not made by Avista Corp. with the intent of
     preferring the holders of notes over the other creditors of Avista Corp. or
     with the intent of defeating, hindering, delaying or defrauding creditors
     of Avista Corp. or others; and

          (8)  Avista Corp. must deliver to the trustee an Officers' Certificate
     and an opinion of counsel (with usual and customary exceptions acceptable
     to the trustee), each stating that all conditions precedent relating to the
     Legal Defeasance or the Covenant Defeasance have been complied with.

AMENDMENT, SUPPLEMENT AND WAIVER

     Except as provided in the next two succeeding paragraphs, the indenture or
the notes may be amended or supplemented with the consent of the holders of at
least a majority in principal amount of the notes then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, notes), and any existing default or
compliance with any provision of the indenture or the notes may be waived with
the consent of the holders of a majority in principal amount of the then
outstanding notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, notes).

     Without the consent of each holder affected, an amendment or waiver may not
(with respect to any notes held by a non-consenting holder):

          (1)  reduce the principal amount of notes whose holders must consent
     to an amendment, supplement or waiver;

          (2)  reduce the principal of or change the fixed maturity of any note;

          (3)  reduce the rate of or change the time for payment of interest on
     any note;

          (4)  waive a Default or Event of Default in the payment of principal
     of, or interest or premium, if any, on the notes (except a rescission of
     acceleration of the notes by the holders of at least a majority in
     aggregate principal amount of the then outstanding notes and a waiver of
     the payment default that resulted from such acceleration);

          (5)  make any note payable in money other than that stated in the
     notes;

          (6)  make any change in the provisions of the indenture relating to
     waivers of past Defaults or the rights of holders of notes to receive
     payments of principal of, or interest or premium, if any, on the notes; and

          (7)  make any change in the preceding amendment and waiver provisions.


                                       42
<PAGE>


     Notwithstanding the preceding, without the consent of any holder of notes,
Avista Corp. and the trustee may amend or supplement the indenture or the notes:

          (1)  to cure any ambiguity, defect or inconsistency;

          (2)  to provide for uncertificated notes in addition to or in place of
     certificated notes;

          (3)  to provide for the assumption of Avista Corp.'s obligations to
     holders of notes in the case of a merger or consolidation or sale of all or
     substantially all of Avista Corp.'s assets;

          (4)  to make any change that would provide any additional rights or
     benefits to the holders of notes or that does not adversely affect the
     legal rights under the indenture of any such holder;

          (5)  to comply with requirements of the SEC in order to effect or
     maintain the qualification of the indenture under the Trust Indenture Act,
     or

          (6)  to evidence and provide the acceptance of the appointment of a
     successor trustee under the indenture.

SATISFACTION AND DISCHARGE

     The indenture will be discharged and will cease to be of further effect as
to all notes issued thereunder except as to:

          (1)  Avista Corp.'s right to redeem the notes at its option;

          (2)  substitution of apparently mutilated, defaced, destroyed, lost or
     stolen notes;

          (3)  rights of holders to receive payment of principal of and premium,
     if any, and interest on the notes;

          (4)  rights, obligations an immunity of the trustee under the
     indenture; and

          (5)  rights of the holder of notes with respect to any property
     deposited with the trustee payable to all or any of them,

     if:

          (1)  either (a) all notes that have been authenticated (except lost,
     stolen or destroyed notes that have been replaced or paid and notes for
     whose payment money has theretofore been deposited in trust and thereafter
     repaid to Avista Corp.) have been delivered to the trustee for
     cancellation; or (b) a Legal Defeasance has been effected with respect to
     all notes that have not been so delivered;

          (2)  no Default or Event of Default shall have occurred and be
     continuing on the date Legal Defeasance has occurred or shall occur as a
     result of such Legal Defeasance and such Legal Defeasance will not result
     in a breach or violation of, or constitute a default under, any other
     material instrument to which Avista Corp. is a party or by which Avista
     Corp. is bound;

          (3)  Avista Corp. has paid or caused to be paid all sums payable by it
     under the indenture; and

          (4)  Avista Corp. has delivered irrevocable instructions to the
     trustee under the indenture to apply the deposited money toward the payment
     of the notes at the maturity date of the notes.

     In addition, Avista Corp. must deliver an Officers' Certificate and an
Opinion of Counsel to the trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.


                                       43
<PAGE>


CONCERNING THE TRUSTEE

     If the trustee becomes a creditor of Avista Corp., the indenture limits its
right to obtain payment of claims in certain cases, or to realize on certain
property received in respect of any such claim as security or otherwise. The
trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the SEC for permission to continue or resign.

     The holders of a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The indenture provides that in case an Event of Default
shall occur and be continuing, the trustee will be required, in the exercise of
its power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the trustee will be under no obligation to
exercise any of its rights or powers under the indenture at the request of any
holder of notes, unless such holder shall have offered to the trustee security
and indemnity satisfactory to it against any loss, liability or expense.

BOOK-ENTRY, DELIVERY AND FORM

     The New Notes initially will be represented by one or more notes in
registered, global form without interest coupons (collectively, the "Global
Notes"). Upon issuance, the Global Notes will be deposited upon issuance with
the trustee as custodian for The Depository Trust Company ("DTC"), in New York,
New York, and registered in the name of DTC or its nominee, in each case for
credit to an account of a direct or indirect participant in DTC as described
below.

     Except as set forth below, the Global Notes may be transferred, in whole
and not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global Notes may not be exchanged for notes
in certificated form except in the limited circumstances described below. See
"--Exchange of Global Notes for Certificated Notes." Except in the limited
circumstances described below, owners of beneficial interests in the Global
Notes will not be entitled to receive physical delivery of notes in certificated
form. In addition, transfers of beneficial interests in the Global Notes will be
subject to the applicable rules and procedures of DTC and its direct or indirect
participants (including, if applicable, those of the Euroclear System
("Euroclear") and Clearstream Banking ("Clearstream")), which may change from
time to time.

DEPOSITORY PROCEDURES

     The following description of the operations and procedures of DTC,
Euroclear and Clearstream are provided solely as a matter of convenience. These
operations and procedures are solely within the control of the respective
settlement systems and are subject to changes by them from time to time. Avista
Corp. takes no responsibility for these operations and procedures and urges
investors to contact the system or their participants directly to discuss these
matters.

     DTC has advised Avista Corp. that DTC is a limited-purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the Uniform
Commercial Code and a "Clearing Agency" registered pursuant to the provisions of
Section 17A of the Exchange Act. DTC was created to hold securities for its
participating organizations (collectively, the "Participants") and to facilitate
the clearance and settlement of transactions in those securities between
Participants through electronic book-entry changes in accounts of its
Participants. The Participants include securities brokers and dealers (including
the initial purchasers), banks, trust companies, clearing corporations and
certain other organizations. Access to DTC's system is also available to other
entities such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a Participant, either directly or
indirectly (collectively, the "Indirect Participants"). Persons who are not
Participants may beneficially own securities held by or on behalf of DTC only
through the Participants or the Indirect Participants. The ownership interests
in, and transfers of ownership interests in, each security held by or on behalf
of DTC are recorded on the records of the Participants and Indirect
Participants.

     DTC has also advised Avista Corp. that, pursuant to procedures established
by it:


                                       44
<PAGE>


          (1)  Upon deposit of the Global Notes representing the Old Notes, DTC
     credited the accounts of Participants designated by the initial purchasers
     of the Old Notes with portions of the principal amount of such Global
     Notes; and

          (2)  ownership of interests in the Global Notes representing Old Notes
     are, and ownership of interests in New Notes will be, shown on, and the
     transfer of ownership thereof will be effected only through, records
     maintained by DTC (with respect to the Participants) or by the Participants
     and the Indirect Participants (with respect to other owners of beneficial
     interest in the Global Notes).

     Investors in the Global Notes who are Participants in DTC's system may hold
their interests therein directly through DTC. Investors in the Global Notes who
are not Participants may hold their interests therein indirectly through
organizations (including Euroclear and Clearstream) which are Participants in
such system. Euroclear and Clearstream will hold interests in Global Notes on
behalf of their participants through customers' securities accounts in their
respective names on the books of their respective depositories, which are
Euroclear Bank, S.A./N.V., as operator of Euroclear, and Citibank, N.A., as
operator of Clearstream. All interests in a Global Note, including those held
through Euroclear or Clearstream, may be subject to the procedures and
requirements of DTC. Those interests held through Euroclear or Clearstream may
also be subject to the procedures and requirements of such systems. The laws of
some states require that certain Persons take physical delivery in definitive
form of securities that they own. Consequently, the ability to transfer
beneficial interests in a Global Note to such Persons will be limited to that
extent. Because DTC can act only on behalf of Participants, which in turn act on
behalf of Indirect Participants, the ability of a Person having beneficial
interests in a Global Note to pledge such interests to Persons that do not
participate in the DTC system, or otherwise take actions in respect of such
interests, may be affected by the lack of a physical certificate evidencing such
interests.

     EXCEPT AS DESCRIBED BELOW, OWNERS OF INTERESTS IN THE GLOBAL NOTES WILL NOT
HAVE NOTES REGISTERED IN THEIR NAMES, WILL NOT RECEIVE PHYSICAL DELIVERY OF
NOTES IN CERTIFICATED FORM AND WILL NOT BE CONSIDERED THE REGISTERED OWNERS OR
"HOLDERS" THEREOF UNDER THE INDENTURE OR THE NOTES FOR ANY PURPOSE.

     Payments in respect of the principal of, and interest and premium, if any,
on a Global Note registered in the name of DTC or its nominee, will be payable
to DTC in its capacity as the registered Holder under the indenture. Under the
terms of the indenture, Avista Corp. and the trustee will treat the Persons in
whose names the notes, including the Global Notes, are registered as the owners
thereof for the purpose of receiving payments and for all other purposes.
Consequently, neither Avista Corp., the trustee nor any agent of Avista Corp. or
the trustee has or will have any responsibility or liability for:

          (1)  any aspect of DTC's records or any Participant's or Indirect
     Participant's records relating to or payments made on account of beneficial
     ownership interests in the Global Notes or for maintaining, supervising or
     reviewing any of DTC's records or any Participant's or Indirect
     Participant's records relating to the beneficial ownership interests in the
     Global Notes; or

          (2)  any other matter relating to the actions and practices of DTC or
     any of its Participants or Indirect Participants.

     DTC has advised Avista Corp. that its current practice, upon receipt of any
payment in respect of securities (including principal and interest), is to
credit the accounts of the relevant Participants with the payment on the payment
date unless DTC has reason to believe it will not receive payment on such
payment date. Each relevant Participant is credited with an amount proportionate
to its beneficial ownership of an interest in the principal amount of the
relevant security as shown on the records of DTC. Payments by the Participants
and the Indirect Participants to the beneficial owners of notes will be governed
by standing instructions and customary practices and will be the responsibility
of the Participants or the Indirect Participants and will not be the
responsibility of DTC, the trustee or Avista Corp. Neither Avista Corp. nor the
trustee will be liable for any delay by DTC or any of its Participants in
identifying the beneficial owners of the notes, and Avista Corp. and the trustee
may conclusively rely on and will be protected in relying on instructions from
DTC or its nominee for all purposes.


                                       45
<PAGE>


     DTC has also advised Avista Corp. that, transfers between Participants in
DTC will be effected in accordance with DTC's procedures, and will be settled in
same-day funds and transfers between participants in Euroclear and Clearstream
will be effected in accordance with their respective rules and operating
procedures.

     Subject to compliance with the applicable transfer and exchange
restrictions described herein, cross-market transfers between the Participants
in DTC, on the one hand, and Euroclear or Clearstream participants, on the other
hand, will be effected through DTC in accordance with DTC's rules on behalf of
Euroclear or Clearstream, as the case may be, by its respective depositary;
however, such cross-market transactions will require delivery of instructions to
Euroclear or Clearstream, as the case may be, by the counterparty in such system
in accordance with the rules and procedures and within the established deadlines
(Brussels time) of such system. Euroclear or Clearstream, as the case may be,
will, if the transaction meets its settlement requirements, deliver instructions
to its respective depositary to take action to effect final settlement on its
behalf by delivering or receiving interests in the relevant Global Note in DTC,
and making or receiving payment in accordance with normal procedures for
same-day funds settlement applicable to DTC. Euroclear participants and
Clearstream participants may not deliver instructions directly to the
depositories for Euroclear or Clearstream.

     DTC has advised Avista Corp. that it will take any action permitted to be
taken by a Holder of notes only at the direction of one or more Participants to
whose account DTC has credited the interests in the Global Notes and only in
respect of such portion of the aggregate principal amount of the notes as to
which such Participant or Participants has or have given such direction.
However, if there is an Event of Default under the notes, DTC reserves the right
to exchange the Global Notes for legended notes in certificated form, and to
distribute such notes to its Participants.

     Although DTC, Euroclear and Clearstream have agreed to the foregoing
procedures to facilitate transfers of interests in the Global Notes among
participants in DTC, Euroclear and Clearstream, they are under no obligation to
perform or to continue to perform such procedures, and may discontinue such
procedures at any time. Neither Avista Corp. nor the trustee nor any of their
respective agents will have any responsibility for the performance by DTC,
Euroclear or Clearstream or their respective participants or indirect
participants of their respective obligations under the rules and procedures
governing their operations.

EXCHANGE OF GLOBAL NOTES FOR CERTIFICATED NOTES

     A Global Note is exchangeable for definitive notes in registered
certificated form ("Certificated Notes") if:

          (1)  DTC (a) notifies Avista Corp. that it is unwilling or unable to
     continue as depositary for the Global Notes and Avista Corp. fails to
     appoint a successor depositary or (b) has ceased to be a clearing agency
     registered under the Exchange Act and Avista Corp. fails to appoint a
     successor depositary;

          (2)  Avista Corp., at its option, notifies the trustee in writing that
     it elects to cause the issuance of the Certificated Notes; or

          (3)  there shall have occurred and be continuing a Default or Event of
     Default with respect to the notes.

     In addition, beneficial interests in a Global Note may be exchanged for
Certificated Notes upon prior written notice given to the trustee by or on
behalf of DTC in accordance with the indenture. In all cases, Certificated Notes
delivered in exchange for any Global Note or beneficial interests in Global
Notes will be registered in the names, and issued in any approved denominations,
requested by or on behalf of DTC (in accordance with its customary procedures).
Any such exchange will be effected through the DTC Deposit/Withdraw at Custodian
system and an appropriate adjustment will be made to reflect a decrease in the
principal amount of the relevant Global Note.

SAME DAY SETTLEMENT AND PAYMENT

     Avista Corp. will make payments in respect of the notes represented by the
Global Notes (including principal, premium, if any, and interest by wire
transfer of immediately available funds to the accounts specified by the Global


                                       46
<PAGE>


Note Holder. Avista Corp. will make all payments of principal, interest and
premium with respect to Certificated Notes by wire transfer of immediately
available funds to the accounts specified by the Holders thereof or, if no such
account is specified, by mailing a check to each such Holder's registered
address. The notes represented by the Global Notes are expected to trade in
DTC's Same-Day Funds Settlement System, and any permitted secondary market
trading activity in such notes will, therefore, be required by DTC to be settled
in immediately available funds. Avista Corp. expects that secondary trading in
any Certificated Notes will also be settled in immediately available funds.

     Because of time zone differences, the securities account of a Euroclear or
Clearstream participant purchasing an interest in a Global Note from a
Participant in DTC will be credited, and any such crediting will be reported to
the relevant Euroclear or Clearstream participant, during the securities
settlement processing day (which must be a business day for Euroclear and
Clearstream) immediately following the settlement date of DTC. DTC has advised
Avista Corp. that cash received in Euroclear or Clearstream as a result of sales
of interests in a Global Note by or through a Euroclear or Clearstream
participant to a Participant in DTC will be received with value on the
settlement date of DTC but will be available in the relevant Euroclear or
Clearstream cash account only as of the business day for Euroclear or
Clearstream following DTC's settlement date.

GOVERNING LAW

     The internal laws of the state of New York will govern and be used to
construe the indenture without giving effect to applicable principles of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.

CERTAIN DEFINITIONS

     Set forth below are certain defined terms used in the indenture. Reference
is made to the indenture for a full disclosure of all such terms, as well as any
other capitalized terms used herein for which no definition is provided.

     "Acquired Debt" means, with respect to any specified Person:

          (1)  Indebtedness of any other Person existing at the time such other
     Person is merged with or into or became a Subsidiary of such specified
     Person, whether or not such Indebtedness is incurred in connection with, or
     in contemplation of, such other Person merging with or into, or becoming a
     Subsidiary of, such specified Person; and

          (2)  Indebtedness secured by a Lien encumbering any asset acquired by
     such specified Person.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control",
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling", "controlled by" and "under common control
with" shall have correlative meanings.

     "Asset Sale" means any sale, transfer or other disposition (including by
way of merger, consolidation or Sale/Leaseback Transaction) in one or a series
of transactions by Avista Corp. or any Restricted Subsidiary to any Person other
than Avista Corp. or any Restricted Subsidiary of Avista Corp., of:

          (1)  all or any of the Capital Stock of any Restricted Subsidiary of
     Avista Corp.;

          (2)  all or substantially all of the assets of any operating unit,
     Facility, division or line of business of Avista Corp. or any Restricted
     Subsidiary; or


                                       47
<PAGE>


          (3)  any other property or assets or rights to acquire property or
     assets of Avista Corp. or any Restricted Subsidiary of Avista Corp. outside
     of the ordinary course of business of Avista Corp. or such Restricted
     Subsidiary.

     Notwithstanding the preceding, the following items shall not be deemed to
be Asset Sales:

          (1)  any single transaction or series of related transactions that
     involves assets having a fair market value of less than $10 million;

          (2)  an issuance of Equity Interests by a Restricted Subsidiary to
     Avista Corp. or to another Restricted Subsidiary of Avista Corp.;

          (3)  any sale or lease of obsolete equipment or other assets that are
     no longer being used by Avista Corp. or any of its Restricted Subsidiaries;

          (4)  any primary offering of Common Stock of Avista Communications,
     Avista Advantage or Avista Labs, or any Subsidiary of any of them, provided
     that the issuer of such Common Stock is operating substantially the same
     business as is conducted by such issuer (or in case of a Subsidiary, all or
     a portion of the same business as is conducted by the respective parent
     company named above in this clause (4)) as of the date of the indenture;

          (5)  a Restricted Payment or Permitted Investment that is not
     prohibited by the covenant described above under the caption "-Certain
     Covenants--Restricted Payments"; and

          (6)  any disposition of property or assets by a Restricted Subsidiary
     of Avista Corp. to Avista Corp. or by Avista Corp. or a Restricted
     Subsidiary of Avista Corp. to a Restricted Subsidiary of Avista Corp.

     "Attributable Debt" means, in respect of a Sale/Leaseback Transaction, as
of the time of determination, the present value discounted at the interest rate
assumed in making calculations in accordance with GAAP of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in such Sale/Leaseback Transaction, including any period for which such
lease has been extended or may be extended at the option of the lessor.

     "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act. The terms "Beneficially Owns" and
"Beneficially Owned" shall have a corresponding meaning.

     "Board of Directors" means:

          (1)  with respect to a corporation, the board of directors of the
     corporation or any duly authorized committee of such board of directors;

          (2)  with respect to a partnership, the Board of Directors of the
     general partner of the partnership; and

          (3)  with respect to any other Person, the board or committee of such
     Person serving a similar function.

     "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at that time be required to be capitalized on a balance sheet in accordance with
GAAP.

     "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents, however designated, of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of the Person.

     "Cash Equivalents" means:


                                       48
<PAGE>


          (1)  United States dollars;

          (2)  securities issued or directly and fully guaranteed or insured by
     the United States government or any agency or instrumentality thereof
     (provided that the full faith and credit of the United States is pledged in
     support thereof) having maturities of not more than twelve months from the
     date of acquisition;

          (3)  certificates of deposit and eurodollar time deposits with
     maturities of twelve months or less from the date of acquisition, bankers'
     acceptances with maturities not exceeding twelve months and overnight bank
     deposits, in each case, issued or accepted by any financial institution
     organized under the laws of the United States or any state thereof or the
     District of Columbia that either (x) has a long-term deposit rating of at
     least A-2 from Moody's and A from S&P or (y) is at least "adequately
     capitalized" (as defined in the regulations of its primary federal banking
     regulator) and (b) has Tier 1 Capital (as defined in such regulations) of
     not less than $100,000,000;

          (4)  repurchase obligations with a term of not more than seven days
     for underlying securities of the types described in clauses (2) and (3)
     above entered into with any financial institution meeting the
     qualifications specified in clause (3) above;

          (5)  commercial paper having the highest rating obtainable from
     Moody's or S&P (or in their absence an equivalent rating from another
     nationally recognized securities rating agency) and in each case maturing
     within twelve months after the date of acquisition; and

          (6)  money market funds at least 95% of the assets of which constitute
     Cash Equivalents of the kinds described in clauses (1) through (5) of this
     definition.

     "Change of Control" means the occurrence of any of the following:

          (1)  the direct or indirect sale, transfer, conveyance or other
     disposition (other than by way of merger or consolidation), in one or a
     series of related transactions, of all or substantially all of the
     properties or assets of Avista Corp. and its Restricted Subsidiaries taken
     as a whole to any "person" (as that term is used in Section 13(d)(3) of the
     Exchange Act);

          (2)  the adoption of a plan relating to the liquidation or dissolution
     of Avista Corp. other than in a transaction that complies with the
     provisions of the covenant described above under "-Certain
     Covenants--Merger, Consolidation or Sale of Assets";

          (3)  the consummation of any transaction (including, without
     limitation, any merger or consolidation) the result of which is that any
     "person" (as defined above) becomes the Beneficial Owner, directly or
     indirectly, of more than 35% of the Voting Stock of Avista Corp., measured
     by voting power rather than number of shares;

          (4)  the first day on which a majority of the members of the Board of
     Directors of Avista Corp. are not Continuing Directors; or

          (5)  Avista Corp. consolidates with, or merges with or into, any
     Person, or any Person consolidates with, or merges with or into, Avista
     Corp., in any such event pursuant to a transaction in which any of the
     outstanding Voting Stock of Avista Corp. or such other Person is converted
     into or exchanged for cash, securities or other property, other than any
     such transaction where the Voting Stock of Avista Corp. outstanding
     immediately prior to such transaction is converted into or exchanged for
     Voting Stock (other than Disqualified Stock) of the surviving or transferee
     Person constituting a majority of the outstanding shares of such Voting
     Stock of such surviving or transferee Person (immediately after giving
     effect to such issuance).

     "Commodity Price Protection Obligation" means any forward contract,
commodity swap, commodity option or other similar financial agreement or
arrangement relating to, or the value of which is dependent on, fluctuations in
commodity prices entered into in the ordinary course of business.


                                       49
<PAGE>


     "Common Stock" of any Person means any class of Capital Stock of such
Person that has no preference, as to dividends or upon liquidation, over any
other class of Capital Stock of such Person and that is not convertible into or
exchangeable for any other class of Capital Stock or other securities of such
Person.

     "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus:

          (1)  provision for taxes based on income or profits of such Person and
     its Restricted Subsidiaries for such period, to the extent that such
     provision for taxes was deducted in computing such Consolidated Net Income;
     plus

          (2)  consolidated interest expense of such Person and its Restricted
     Subsidiaries for such period, whether paid or accrued and whether or not
     capitalized (including, without limitation, amortization of debt issuance
     costs (other than those in existence on or created on the date of the
     indenture) and original issue discount, non-cash interest payments, the
     interest component of any deferred payment obligations, the interest
     component of all payments associated with Capital Lease Obligations,
     imputed interest with respect to Attributable Debt, commissions, discounts
     and other fees and charges incurred in respect of letter of credit or
     bankers' acceptance financings, and net of the effect of all payments made
     or received pursuant to Hedging Obligations), to the extent that any such
     expense was deducted in computing such Consolidated Net Income; plus

          (3)  depreciation, amortization (including amortization of goodwill
     and other intangibles but excluding amortization of prepaid cash expenses
     that were paid in a prior period, and excluding amortization of power and
     natural gas cost deferrals, to the extent such deferrals were previously
     financed with Indebtedness permitted by clause (9) of the definition of
     Permitted Debt) and other non-cash expenses (excluding any such non-cash
     expense to the extent that it represents an accrual of or reserve for cash
     expenses in any future period or amortization of a prepaid cash expense
     that was paid in a prior period) of such Person and its Restricted
     Subsidiaries for such period to the extent that such depreciation,
     amortization and other non-cash expenses were deducted in computing such
     Consolidated Net Income; minus

          (4)  non-cash items increasing such Consolidated Net Income for such
     period (including power and natural gas cost deferrals, but only to the
     extent not financed with Indebtedness permitted by clause (9) of the
     definition of Permitted Debt) in each case, on a consolidated basis and
     determined in accordance with GAAP.

     "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the net income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

          (1)  the net income (but not loss) of any Person that is not a
     Restricted Subsidiary or that is accounted for by the equity method of
     accounting shall be included only to the extent of the amount of dividends
     or distributions paid in cash to the specified Person or a Wholly Owned
     Subsidiary thereof;

          (2)  the net income of any Restricted Subsidiary shall be excluded to
     the extent that the declaration or payment of dividends or similar
     distributions by the Restricted Subsidiary of that net income is not at the
     date of determination permitted without any prior governmental approval
     (that has not been obtained) or, directly or indirectly, by operation of
     the terms of its charter or any agreement, instrument, judgment, decree,
     order, statute, rule or governmental regulation applicable to that
     Restricted Subsidiary or its stockholders;

          (3)  the net income of any Person acquired in a pooling of interests
     transaction for any period prior to the date of such acquisition shall be
     excluded;

          (4)  the cumulative effect of a change in accounting principles shall
     be excluded;


                                       50
<PAGE>


          (5)  all extraordinary or nonrecurring gains and losses (including
     without limitation any one-time costs incurred in connection with
     acquisitions, or regulatory disallowances or write-offs of regulatory
     assets) shall be excluded; and

          (6)  any gain or loss realized upon the sale or other disposition of
     any property, plant or equipment of Avista Corp. or its Restricted
     Subsidiaries (including pursuant to any sale-and-leaseback arrangement)
     which is not sold or otherwise disposed of in the ordinary course of
     business and any gain or loss realized upon the sale or other disposition
     by Avista Corp. or any Restricted Subsidiary of any Capital Stock of any
     Person shall be excluded.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of Avista Corp. who:

          (1)  was a member of such Board of Directors on the date of the
     indenture; or

          (2)  was nominated for election or elected to such Board of Directors
     with the approval of a majority of the Continuing Directors who were
     members of such Board at the time of such nomination or election.

     "Credit Facilities" means one or more debt facilities or commercial paper
facilities, in each case with banks or other institutional lenders providing for
revolving credit loans, term loans, or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, restructured, supplemented,
replaced or refinanced in whole or in part from time to time, including without
limitation any amendment increasing the amount of Indebtedness incurred or
available to be borrowed thereunder, extending the maturity of any Indebtedness
incurred thereunder or contemplated thereby or deleting, adding or substituting
one or more parties thereto (whether or not with banks or other institutional
lenders).

     "Currency Hedging Obligations" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect against the fluctuations in currency values entered into in the ordinary
course of business and not for speculative purposes.

     "Debt Rating" shall mean the rating assigned to the notes offered hereby by
Moody's or S&P, as the case may be.

     "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

     "Disinterested Director" means, with respect to any transaction or series
of related transactions, a member of the Board of Directors of Avista Corp. who
does not have any material direct or indirect financial interest in or with
respect to such transaction or series of related transactions.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date on which the notes mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders thereof have the right to require
Avista Corp. to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale shall not constitute Disqualified Stock if the terms of
such Capital Stock provide that Avista Corp. may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with the covenant described above under the caption
"--Certain Covenants--Restricted Payments."

     "Eligible Institution" means a commercial banking institution that has
combined capital and surplus of not less that $500 million or its equivalent in
foreign currency, whose debt is rated "A" or higher (or the equivalent rating or
higher), according to Moody's or S&P (or such similar equivalent rating by at
least one "nationally recognized statistical rating organization" (as defined in


                                       51
<PAGE>


Rule 436 under the Securities Act)), respectively, at the time as of which any
investment or rollover therein is made.

     "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "Existing Indebtedness" means Indebtedness of Avista Corp. and its
Subsidiaries in existence on the date of the indenture, other than amounts
outstanding under Credit Facilities, until such amounts are repaid.

     "Facility" means retail electric and natural gas distribution and storage
facilities, electric transmission facilities and electric generation and
production facilities, and assets related to or used in the operation of such
facilities.

     "Fixed Charges" means, with respect to any specified Person for any period,
the sum, without duplication, of:

          (1)  the consolidated interest expense of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued,
     including, without limitation, amortization of debt issuance costs (other
     than those in existence on or created on the date of the indenture) and
     original issue discount, non-cash interest payments, the interest component
     of any deferred payment obligations, the interest component of all payments
     associated with Capital Lease Obligations, imputed interest with respect to
     Attributable Debt, commissions, discounts and other fees and charges
     incurred in respect of letter of credit or bankers' acceptance financings,
     and net of the effect of all payments made or received pursuant to Hedging
     Obligations; plus

          (2)  the consolidated interest of such Person and its Restricted
     Subsidiaries that was capitalized during such period (excluding interest
     capitalized in connection with the construction of a new Facility or
     addition to a Facility, in each case, to the extent such interest is
     capitalized during the construction of such Facility); plus

          (3)  any interest expense actually paid on Indebtedness of another
     Person that is Guaranteed by such Person or one of its Restricted
     Subsidiaries or secured by a Lien on assets of such Person or one of its
     Restricted Subsidiaries, whether or not such Guarantee or Lien is called
     upon; plus

          (4)  the product of (a) all dividends, whether paid or accrued and
     whether or not in cash, on any series of preferred stock of such Person or
     any of its Restricted Subsidiaries, other than dividends on Equity
     Interests payable solely in Equity Interests of such Person (other than
     Disqualified Stock) or to such Person or a Restricted Subsidiary of such
     Person, times (b) a fraction, the numerator of which is one and the
     denominator of which is one minus the then current combined federal, state
     and local statutory tax rate of such Person, expressed as a decimal; in
     each case, calculated on a consolidated basis and in accordance with GAAP.

     "Fixed Charge Coverage Ratio" means with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the specified Person or any of its Subsidiaries incurs, assumes, Guarantees,
repays, repurchases or redeems any Indebtedness (other than ordinary working
capital borrowings) or issues, repurchases or redeems preferred stock subsequent
to the commencement of the period for which the Fixed Charge Coverage Ratio is
being calculated and on or prior to the date of the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
including the incurrence of the Indebtedness giving rise to the need to make
such calculation, then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom including
to refinance other Indebtedness as if the same had occurred at the beginning of
the applicable four-quarter reference period.

     In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

          (1)  acquisitions that have been made by the specified Person or any
     of its Subsidiaries, including through mergers or consolidations and
     including any related financing transactions, during the four-quarter


                                       52
<PAGE>


     reference period or subsequent to such reference period and on or prior to
     the Calculation Date shall be given pro forma effect as if they had
     occurred on the first day of the four-quarter reference period and
     Consolidated Cash Flow for such reference period shall be calculated on a
     pro forma basis (calculated in accordance with Regulation S-X under the
     Securities Act), but without giving effect to clause (3) of the proviso set
     forth in the definition of Consolidated Net Income;

          (2)  the consolidated interest expense attributable to interest on any
     Indebtedness computed on a pro forma basis and (a) bearing a floating
     interest rate shall be computed as if the rate in effect on the date of
     computation had been the applicable rate for the entire period and (b) that
     was not outstanding during the period for which the computation is being
     made but which bears, at the option of such Person, a fixed or floating
     rate of interest, shall be computed by applying at the option of such
     Person either the fixed or floating rate;

          (3)  the consolidated interest expense attributable to interest on any
     working capital borrowings under a revolving credit facility computed on a
     pro forma basis shall be computed based upon the average daily balance of
     such working capital borrowings during the applicable period; and

          (4)  acquisitions and dispositions that have been made by any Person
     that has become a Restricted Subsidiary of Avista Corp. or been merged with
     or into Avista Corp. or any Restricted Subsidiary of Avista Corp. during
     the four-quarter reference period, or subsequent to the four-quarter
     reference period but prior to the Calculation Date, shall be calculated on
     a pro forma basis, including all of the calculations referred to above,
     assuming that such acquisitions and dispositions had occurred on the first
     day of the reference period.

     In addition, in calculating the Fixed Charge Coverage Ratio, discontinued
operations will be given pro forma effect as follows:

          (1)  the Consolidated Cash Flow attributable to discontinued
     operations, as determined in accordance with GAAP, and operations or
     businesses disposed of on or prior to the Calculation Date, shall be
     excluded, and

          (2)  the Fixed Charges attributable to discontinued operations, as
     determined in accordance with GAAP, and operations or businesses disposed
     of on or prior to the Calculation Date, shall be excluded, but only to the
     extent that the obligations giving rise to such Fixed Charges will not be
     obligations of Avista Corp. or any of its Restricted Subsidiaries following
     the Calculation Date.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect (i) with respect to periodic reporting
requirements, from time to time, and (ii) otherwise on the date of the
indenture.

     "Government Securities" means securities issued directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof).

     "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

     "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

          (1)  interest rate swap agreements, interest rate cap agreements and
     interest rate collar agreements; and


                                       53
<PAGE>


          (2)  other agreements or arrangements designed to protect such Person
     against fluctuations in interest rates.

     "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

          (1)  in respect of borrowed money;

          (2)  evidenced by bonds, notes, debentures or similar instruments or
     letters of credit (or reimbursement agreements in respect thereof);

          (3)  representing banker's acceptances;

          (4)  representing Capital Lease Obligations;

          (5)  representing the balance deferred and unpaid of the purchase
     price of any property, except any such balance that constitutes an accrued
     expense or trade payable; or

          (6)  representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) appears as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

     The amount of any Indebtedness outstanding as of any date shall be:

          (1)  the accreted value thereof, in the case of any Indebtedness
     issued with original issue discount; and

          (2)  the principal amount thereof, together with any interest thereon
     that is more than 30 days past due, in the case of any other Indebtedness;
     provided that for purposes of determining the amount of any Indebtedness,
     if recourse with respect to such Indebtedness is limited to such asset, the
     amount of such Indebtedness shall be limited to the lesser of the fair
     market value of such asset or the amount of such Indebtedness.

     "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees of Indebtedness or other obligations), advances
or capital contributions (excluding commission, travel, entertainment, moving
and similar advances or loans to officers, directors, consultants and employees
made in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP. The term "Investment" shall exclude extensions
of trade credit on commercially reasonable terms in accordance with normal trade
terms. If Avista Corp. or any Subsidiary of Avista Corp. sells or otherwise
disposes of any Equity Interests of any direct or indirect Subsidiary of Avista
Corp. such that, after giving effect to any such sale or disposition, such
Person is no longer a Subsidiary of Avista Corp., Avista Corp. shall be deemed
to have made an Investment on the date of any such sale or disposition equal to
the fair market value of the Equity Interests of such Subsidiary not sold or
disposed of in an amount determined as provided in the final paragraph of the
covenant described above under the caption "--Certain Covenants--Restricted
Payments." The acquisition by Avista Corp. or any Subsidiary of Avista Corp. of
a Person that holds an Investment in a third Person shall be deemed to be an
Investment by Avista Corp. or such Subsidiary in such third Person in an amount
equal to the fair market value of the Investment held by the acquired Person in
such third Person in an amount determined as provided in the final paragraph of
the covenant described above under the caption "--Certain Covenants--Restricted
Payments."


                                       54
<PAGE>


     "Lancaster Project" means a 270 MW combined cycle project, presently under
construction, in Rathdrum, Idaho, in which Avista Power owns an indirect 49%
interest through its wholly-owned subsidiary Avista Rathdrum, LLC. The project
is presently scheduled to begin commercial operation in August 2001. All of the
output has been sold to Avista Energy under a 25-year capacity sales contract,
under which Avista Energy is responsible for dispatch and delivery of fuel to
the project.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

     "Liquidity Condition Date" means the date on which Avista Corp. obtains
funding in cash from completed financing transactions, or contractual
entitlement to such funding on such date pursuant to definitive credit
facilities then in effect and available to be drawn pursuant to arrangements put
into effect (or amendments increasing the amount available under existing credit
facilities) after the date of the indenture, in an aggregate amount that, when
added to the net proceeds of the offering of the Old Notes, is not less than
$475 million.

     "Marketable U.S. Securities" means: (i) any time deposit account, money
market deposit and certificate of deposit maturing not more that 365 days after
the date of acquisition issued by, or time deposit of, an Eligible Institution;
(ii) commercial paper maturing not more than 365 days after the date of
acquisition issued by a corporation (other than an Affiliate of Avista Corp.)
with a rating, at the time as of which any investment therein is made, of "P-1"
or higher according to Moody's or "A-1" or higher according to S&P (or such
similar equivalent rating by at least one "nationally recognized statistical
rating organization" (as defined in Rule 436 under the Securities Act)); (iii)
any banker's acceptances or money market deposit accounts issued or offered by
an Eligible Institution; (iv) repurchase obligations with a term of not more
than 7 days for Government Securities entered into with an Eligible Institution;
and (v) any fund investing exclusively in investments of the types described in
clauses (i) through (iv) above and or Government Securities.

     "Moody's" mean Moody's Investors Service, Inc., and its successors.

     "Net Proceeds" means the aggregate cash proceeds and Cash Equivalents
received by Avista Corp. or any of its Restricted Subsidiaries in respect of any
Asset Sale (including, without limitation, any cash received upon the sale or
other disposition of any non-cash consideration received in any Asset Sale), net
of the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, any amounts that Avista
Corp. may be required by any regulatory authority to refund or repay to
customers in respect of or as a result of such Asset Sale, any amounts required
to be applied to the repayment of Indebtedness secured by a Lien on the asset or
assets that were the subject of such Asset Sale and any reserve for adjustment
in respect of the sale price of such asset or assets established in accordance
with GAAP.

     "Non-Recourse Debt" means Indebtedness:

          (1)  as to which neither Avista Corp. nor any of its Restricted
     Subsidiaries (a) provides credit support of any kind (including any
     undertaking, agreement or instrument that would constitute Indebtedness but
     excluding any agreement to provide managerial support), (b) is directly or
     indirectly liable as a guarantor or otherwise, or (c) constitutes the
     lender; and

          (2)  no default with respect to which (including any rights that the
     holders thereof may have to take enforcement action against an Unrestricted
     Subsidiary) would permit upon notice, lapse of time or both any holder of
     any other Indebtedness (other than the notes) of Avista Corp. or any of its
     Restricted Subsidiaries to declare a default on such other Indebtedness or
     cause the payment thereof to be accelerated or payable prior to its stated
     maturity.


                                       55
<PAGE>


     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

     "Peaker Turbine Project" means a 95 MW simple cycle project presently under
development, currently expected to be located in southwest Washington and
currently 100% owned by Avista Power. A letter of intent has been signed for the
purchase of the output of the facility for five years under a capacity sales
contract for a fixed price per KW-month. The purchaser will be financially
responsible for purchasing natural gas to fuel the turbines and for contracting
for gas transportation. The turbines are General Electric simple cycle LM6000.

     "Permitted Business" means the business of acquiring, developing,
constructing, expanding, managing, improving, owning and operating Facilities,
as well as any other activities reasonably related, complimentary or ancillary
to the foregoing activities (including acquiring and holding reserves),
including but not limited to investing in Persons engaged in one or more
Permitted Businesses.

     "Permitted Debt" has the meaning set forth under "-Certain Other
Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock."

     "Permitted Investments" means:

          (1)  any Investment in Avista Corp. or in a Restricted Subsidiary of
     Avista Corp.; provided, that prior to the Liquidity Condition Date, Avista
     Corp. and its Restricted Subsidiaries will not make Investments in
     Subsidiaries of Avista Corp. (other than Avista Energy or Avista Power)
     exceeding $35 million in the aggregate; provided further that Avista Corp.
     may nonetheless make reimbursement to a Subsidiary, pursuant to the Tax
     Sharing Agreement as in effect on the date of the indenture, in an amount
     not to exceed the net tax benefit realized by Avista Corp. in any period,
     as reflected in its consolidated federal income tax return, by reason of
     losses incurred by such Subsidiary;

          (2)  any Investment in cash or Cash Equivalents or Marketable U.S.
     Securities;

          (3)  any Investment by Avista Corp. or any Subsidiary of Avista Corp.
     in a Person, if as a result of such Investment:

               (a)  such Person becomes a Restricted Subsidiary of Avista Corp.;
          or

               (b)  such Person is merged, consolidated or amalgamated with or
          into, or transfers or conveys substantially all of its assets to, or
          is liquidated into, Avista Corp. or a Restricted Subsidiary of Avista
          Corp.;

          (4)  any Investment made as a result of the receipt of non-cash
     consideration from an Asset Sale that was made pursuant to and in
     compliance with the covenant described above under the caption
     "--Repurchase at the Option of Holders--Asset Sales";

          (5)  any Investment in exchange for the issuance of Equity Interests
     other than Disqualified Stock of Avista Corp.;

          (6)  Hedging Obligations;

          (7)  Investments in any of the notes;

          (8)  Indebtedness of Avista Corp. or a Restricted Subsidiary of Avista
     Corp. described under clause (5) of the definition of Permitted Debt;

          (9)  Investments in existence on the date of the indenture or made
     pursuant to a legally binding written commitment in existence on the date
     of the indenture;


                                       56
<PAGE>


          (10) Guarantees of Indebtedness of a Restricted Subsidiary of Avista
     Corp. given by Avista Corp. or another Restricted Subsidiary of Avista
     Corp., in each case, in accordance with the terms of the indenture;

          (11) Investments in prepaid expenses, negotiable instruments held for
     collection and lease, utility and worker's compensation, performance and
     other similar deposits provided to third parties in the ordinary course of
     business;

          (12) Hedging Obligations, Currency Hedging Obligations and Commodity
     Price Protection Obligations permitted by the indenture that are entered
     into in the ordinary course of business;

          (13) Investments representing Capital Stock or obligations issued to
     Avista Corp. or any Restricted Subsidiary of Avista Corp. (i) in settlement
     of claims against any other Person by reason of a composition or
     readjustment of debt or a reorganization of any debtor (including customers
     and suppliers) of Avista Corp. or such Restricted Subsidiary, or (ii) as a
     result of an Asset Sale in which the Capital Stock of Avista
     Communications, Avista Advantage or Avista Labs is exchanged for Capital
     Stock or other securities of another Person, upon completion of which the
     subject or transferee Person is not a Subsidiary of Avista Corp.;

          (14) Investments in the Lancaster Project and the Peaker Turbine
     Project in an aggregate amount not to exceed $40 million;

          (15) Investments by Avista Corp. or any Restricted Subsidiary in
     Avista -STEAG, LLC; and

          (16) loans or advances, or performance guarantees in support of Avista
     Energy or Avista Power to customers or suppliers in the ordinary course of
     business.

     "Permitted Liens" means:

          (1)  Liens securing Indebtedness and other Obligations of Avista Corp.
     and its Restricted Subsidiaries under Credit Facilities (to the extent that
     such Indebtedness and Obligations under such Credit Facilities were
     permitted by the terms of the indenture to be incurred);

          (2)  Liens in favor of Avista Corp. or a Restricted Subsidiary of
     Avista Corp.;

          (3)  Liens on assets or Equity Interests of a Person existing at the
     time such Person is merged with or into or consolidated with Avista Corp.
     or any Restricted Subsidiary of Avista Corp.; provided that such Liens were
     in existence prior to the contemplation of such merger or consolidation and
     do not extend to any assets other than those of the Person merged into or
     consolidated with Avista Corp. or the Restricted Subsidiary;

          (4)  Liens on assets existing at the time of acquisition thereof by
     Avista Corp. or any Restricted Subsidiary of Avista Corp., provided that
     such Liens were in existence prior to the contemplation of such
     acquisition;

          (5)  Liens to secure the performance of statutory obligations, surety
     or appeal bonds, performance bonds, performance bids, tenders or contracts,
     statutory and common law landlord's liens or other obligations of a like
     nature incurred in the ordinary course of business;

          (6)  Liens existing on the date of the indenture;

          (7)  Liens for taxes, assessments or governmental charges or claims
     that are not yet delinquent or that are being contested in good faith by
     appropriate proceedings promptly instituted and diligently conducted,
     provided that any reserve or other appropriate provision as shall be
     required in conformity with GAAP shall have been made therefor;

          (8)  Liens to secure any refinancing, refunding, extension, renewal or
     replacement (or successive refinancings, refundings, extensions, renewals
     or replacements) as a whole, or in part, of any Indebtedness secured by any


                                       57
<PAGE>


     Lien referred to in the foregoing clauses (3), (4), or (6), provided,
     however, that (x) such new Lien shall be limited to all or part of the same
     assets that secured the original Lien (plus improvements on such property)
     and (y) the Indebtedness secured by such Lien at such time is not increased
     (other than by an amount necessary to pay fees and expenses, including
     premiums, related to the refinancing, refunding, extension, renewal or
     replacement of such Indebtedness);

          (9)  any Lien securing Indebtedness permitted to be incurred under
     Hedging Obligations or otherwise incurred to hedge interest rate risk or
     risks of commodity price fluctuations;

          (10) Liens securing Indebtedness relating to governmental obligations
     the interest on which is not included in gross income for purposes of
     federal income taxation pursuant to Section 103 of the Internal Revenue
     Code of 1986, as amended (or any successor provision of law), for the
     purpose of financing or refinancing, in whole or in part, costs of
     acquisition or construction of property to be used by Avista Corp., to the
     extent that the Lien which secures such secured Indebtedness is required
     either by applicable law or by the issuer of such governmental obligations
     or is otherwise necessary in order to establish or maintain such exclusion
     from gross income;

          (11) any Lien securing Capital Lease Obligations or other Indebtedness
     incurred pursuant to clause (8) of the definition of Permitted Debt; and

          (12) any Lien securing Indebtedness permitted to be incurred pursuant
     to clause (9) of the definition of Permitted Debt.

     "Permitted Refinancing Indebtedness" means any Indebtedness of Avista Corp.
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, restructure,
supplement, defease or refund other Indebtedness of Avista Corp. or any of its
Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

          (1)  the principal amount (or accreted value, if applicable) of such
     Permitted Refinancing Indebtedness does not exceed the principal amount (or
     accreted value, if applicable) of the Indebtedness so extended, refinanced,
     renewed, replaced, restructured, supplemented, defeased or refunded (plus
     all accrued interest thereon and the amount of all expenses and premiums
     incurred in connection therewith);

          (2)  if the Indebtedness being extended, refinanced, renewed,
     replaced, defeased or refunded is subordinated in right of payment to the
     notes, such Permitted Refinancing Indebtedness is subordinated in right of
     payment to the notes on terms at least as favorable to the holders of notes
     as those contained in the documentation governing the Indebtedness being
     extended, refinanced, renewed, replaced, defeased or refunded; and

          (3)  Indebtedness is incurred by Avista Corp. if the Indebtedness
     being extended, refinanced, renewed, replaced, defeased or refunded was
     Indebtedness of Avista Corp.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company, government, governmental subdivision or other entity.

     "Restricted Investment" means an Investment other than a Permitted
Investment. "Restricted Subsidiary" means any Subsidiary of the referent Person
that is not an Unrestricted Subsidiary.

     "RTO Transaction" means an Asset Sale entered into in connection with the
formation of a regional transmission organization pursuant to or in a manner
consistent with regulatory requirements applicable to Avista Corp.

     "Sale/Leaseback Transaction" means an arrangement relating to property
owned as of the date of the indenture or thereafter acquired whereby Avista
Corp. or a Restricted Subsidiary transfers such property to a Person and leases


                                       58
<PAGE>


it back from such Person, other than leases for a term of not more than 36
months or between Avista Corp. and a Restricted Subsidiary or between Restricted
Subsidiaries.

     "S&P" means Standard & Poor's, and its successors.

     "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, or any redemption or similar payment in
respect of Disqualified Stock, the date on which such payment was scheduled to
be paid in the original documentation governing such Indebtedness or
Disqualified Stock, and shall not include any contingent obligations to repay,
redeem or repurchase any such interest or principal, or made such redemption of
other payment, prior to the date originally scheduled for the payment thereof.

     "Subsidiary" means, with respect to any specified Person:

          (1)  any corporation, association or other business entity of which
     more than 50% of the total voting power of shares of Capital Stock entitled
     (without regard to the occurrence of any contingency) to vote in the
     election of directors, managers or trustees thereof is at the time owned or
     controlled, directly or indirectly, by such Person or one or more of the
     other Subsidiaries of that Person (or a combination thereof); and

          (2)  any partnership (a) the sole general partner or the managing
     general partner of which is such Person or a Subsidiary of such Person or
     (b) the only general partners of which are such Person or one or more
     Subsidiaries of such Person (or any combination thereof).

     "Tax Sharing Agreement" means the Tax Sharing Agreement among Avista Corp.
and its Subsidiaries as in effect on the date of the indenture.

     "Unrestricted Subsidiary" means any Subsidiary of Avista Corp. that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary:

          (1)  has no Indebtedness other than Non-Recourse Debt;

          (2)  is not party to any agreement, contract, arrangement or
     understanding with Avista Corp. or any Restricted Subsidiary of Avista
     Corp. unless the terms of any such agreement, contract, arrangement or
     understanding are no less favorable to Avista Corp. or such Restricted
     Subsidiary than those that might be obtained at the time from Persons who
     are not Affiliates of Avista Corp.;

          (3)  is a Person with respect to which neither Avista Corp. nor any of
     its Restricted Subsidiaries has any direct or indirect obligation (a) to
     subscribe for additional Equity Interests or (b) to maintain or preserve
     such Person's financial condition or to cause such Person to achieve any
     specified levels of operating results; and

          (4)  has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of Avista Corp. or any of its
     Restricted Subsidiaries.

     Any designation of a Subsidiary of Avista Corp. as an Unrestricted
Subsidiary shall be evidenced to the trustee by filing with the trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by the covenant described above under the
caption "--Certain Covenants--Restricted Payments." If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary of Avista Corp. as of
such date and, if such Indebtedness is not permitted to be incurred as of such
date under the covenant described under the caption "--Certain
Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock", Avista
Corp. shall be in default of such covenant. The Board of Directors of Avista


                                       59
<PAGE>


Corp. may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be deemed to be an incurrence
of Indebtedness by a Restricted Subsidiary of Avista Corp. of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if (1) such Indebtedness is permitted under the covenant described
under the caption "--Certain Covenants--Incurrence of Indebtedness and Issuance
of Preferred Stock", calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; and (2) no
Default or Event of Default would be in existence following such designation.

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
or Disqualified Stock at any date, the number of years obtained by dividing (i)
the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments
or principal or redemption or similar payment, including payment at final
maturity, in respect thereof, by (b) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of such
payment, by (ii) the sum of all such payments.

     "Wholly Owned Subsidiary" of any specified Person means a Subsidiary of
such Person all of the outstanding capital stock or other ownership interests of
which (other than directors' qualifying shares) will at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person and one
or more Wholly Owned Subsidiaries of such Person.

                 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

     This section describes the material United States federal income tax
consequences of exchanging the Old Notes for New Notes and of owning and
disposing of notes. This section reflects the opinion of Thelen Reid & Priest
LLP, counsel to Avista Corp. This section applies to you only if you acquired
the Old Notes in the offering at the offering price and you hold your notes as
capital assets for tax purposes. This section does not apply to you if you are a
member of a class of holders subject to special rules, such as:

     o    a dealer in securities or currencies,

     o    a trader in securities that elects to use a mark-to-market method of
          accounting for your securities holdings,

     o    a bank,

     o    a life insurance company,

     o    a tax-exempt organization,

     o    a person that owns notes that are a hedge or that are hedged against
          interest rate risks,

     o    a person that owns notes as part of a straddle or conversion
          transaction for tax purposes, or

     o    a person whose functional currency for tax purposes is not the U.S.
          dollar.

     If you purchase notes at a price other than the offering price, the
amortizable bond premium or market discount rules may also apply to you. You
should consult your tax advisor regarding this possibility.

     This section is based on the Internal Revenue Code of 1986, as amended, its
legislative history, existing and proposed regulations under the Internal
Revenue Code, published rulings and court decisions, all as currently in effect.
These laws are subject to change, possibly on a retroactive basis.


                                       60
<PAGE>


UNITED STATES HOLDERS

     This subsection describes the tax consequences to a United States holder.
You are a United States holder if you are a beneficial owner of a note and you
are:

     o    a citizen or resident of the United States,

     o    a domestic corporation or partnership,

     o    an estate whose income is subject to United States federal income tax
          regardless of its source, or

     o    a trust if a United States court can exercise primary supervision over
          the trust's administration and one or more United States persons are
          authorized to control all substantial decisions of the trust.

     If you are not a United States holder, this subsection does not apply to
you and you should refer to "United States Alien Holders" below.

     Exchange of Old Notes for New Notes

     An exchange of Old Notes for New Notes will not be a taxable event for
federal income tax purposes. Rather, the New Notes will be treated as a
continuation of the Old Notes in the hands of a United States holder. As a
result, you will not recognize any income, gain or loss for federal income tax
purposes upon an exchange of Old Notes for New Notes, and you will have the same
tax basis and holding period in the New Notes as you had in the Old Notes.

     Payments of Interest

     You will be taxed on interest on your notes as ordinary income at the time
you receive the interest or when it accrues, depending on your method of
accounting for tax purposes.

     Purchase, Sale and Retirement of the Notes

     Your tax basis in your Old Notes generally will be their cost, and your tax
basis in any New Notes acquired in the Exchange Offer will be equal to your tax
basis in the Old Notes surrendered. You will generally recognize capital gain or
loss on the sale or retirement of notes equal to the difference between the
amount you realize on the sale or retirement, excluding any amounts attributable
to accrued but unpaid interest, and your tax basis in your notes. Capital gain
of a noncorporate United States holder is generally taxed at a maximum rate of
20% where the property is held more than one year.

UNITED STATES ALIEN HOLDERS

     This subsection describes the tax consequences to a United States alien
holder. You are a United States alien holder if you are the beneficial owner of
a note and are, for United States federal income tax purposes:

     o    a nonresident alien individual,

     o    a foreign corporation,

     o    a foreign partnership,

     o    an estate unless its income is subject to United States federal income
          tax regardless of its source, or

     o    a trust unless a United States court can exercise primary supervision
          over the trust's administration and one or more United States persons
          are authorized to control all substantial decisions of the trust.


                                       61
<PAGE>


If you are a United States holder, this section does not apply to you.

     An exchange of Old Notes for New Notes will not constitute a taxable event
for federal income tax purposes. Rather, the New Notes will be treated as a
continuation of the Old Notes in the hands of a United States alien holder. As a
result, you will not recognize any income, gain or loss for federal income tax
purposes upon an exchange of Old Notes for New Notes, and you will have the same
tax basis and holding period in the New Notes as you had in the Old Notes.

     Under United States federal income and estate tax law, and subject to the
discussion of backup withholding below, if you are a United States alien holder
of a note:

     o    we and other U.S. payors generally will not be required to deduct
          United States withholding tax from payments of principal, premium, if
          any, and interest to you if, in the case of payments of interest:

          (1)  you do not actually or constructively own 10% or more of the
               total combined voting power of all classes of stock of Avista
               Corp. entitled to vote,

          (2)  you are not a controlled foreign corporation that is related to
               Avista Corp. through stock ownership,

          (3)  your income or gain from the note is not effectively connected
               with a trade or business that you conduct within the United
               States, and

          (4)  either (i) you furnish the U.S. payor an Internal Revenue Service
               Form W-8BEN certifying under penalties of perjury that you are
               not a United States person, or (ii) the payor can otherwise be
               satisfied that you are not a United States person by relying on
               account documentation or other evidence as prescribed in Treasury
               regulations. However, this requirement will not be considered
               satisfied if the payor has actual knowledge or reason to know
               that you are a United States person notwithstanding the
               certificate or other documentation.

     o    no deduction for any United States federal withholding tax will be
          made from any gain that you realize on the sale or exchange of your
          note, including the exchange of Old Notes for New Notes.

     We and other payors are required to report payments of interest on your
notes on Internal Revenue Service Form 1042-S even if the payments are not
otherwise subject to information reporting requirements.

     If you are engaged in a trade or business within the United States and the
interest on the note is effectively connected with your United States business,
the interest and any gain on the note will not be subject to withholding if you
have provided the payor an Internal Revenue Service Form W-8 as prescribed in
the Treasury regulations. However, interest on a note that is effectively
connected with your United States business will be subject to United States
taxation in the same manner as applies to United States holders. In addition, if
you are entitled to the benefits of a tax treaty with the United States,
interest and gain from the note will generally not be taxable, even if
effectively connected with a United States trade or business, unless you also
have a permanent establishment in the United States to which the interest or
gain is attributable. In order to claim benefits under a tax treaty with the
United States, you must furnish an Internal Revenue Service Form W-8BEN to the
payor.

     Further, a note held by an individual who at death is not a citizen or
resident of the United States will not be includible in the individual's gross
estate for United States federal estate tax purposes if:

     o    the decedent did not actually or constructively own 10% or more of the
          total combined voting power of all classes of stock of Avista Corp.
          entitled to vote at the time of death, and

     o    the income on the note would not have been effectively connected with
          a United States trade or business of the decedent at the same time.


                                       62
<PAGE>


BACKUP WITHHOLDING AND INFORMATION REPORTING

     We and other payors, including brokers, may be required to report to you
and to the Internal Revenue Service any payments of principal, premium and
interest on your note and the amount of any proceeds from the sale or exchange
of your note. As described more fully below, we and other payors may also be
required to make "backup withholding" from payments of principal, premium,
interest and sales proceeds if you fail to provide an accurate taxpayer
identification number or otherwise establish an exemption from backup
withholding.

     Backup withholding is not an additional tax. If you are subject to backup
withholding, you may obtain a credit or refund of the amount withheld by filing
the required information with the Internal Revenue Service.

     UNITED STATES HOLDERS

     In general, if you are a noncorporate United States holder, we and other
payors are required to report to the Internal Revenue Service all payments of
principal, any premium and interest on your note. In addition, we and other
payors are required to report to the Internal Revenue Service any payment of
proceeds of the sale of your note before maturity within the United States.
Additionally, backup withholding at a rate of 31% will apply to any payments if
you fail to provide an accurate taxpayer identification number, or you are
notified by the Internal Revenue Service that you have failed to report all
interest and dividends required to be shown on your federal income tax returns.

     UNITED STATES ALIEN HOLDERS

     In general, payments of principal, premium or interest made by us and other
payors to you will not be subject to backup withholding and information
reporting, provided that the certification requirements described above under
"United States Alien Holders" are satisfied or you otherwise establish an
exemption.

     In general, proceeds of your sale of a note will not be subject to backup
withholding or information reporting if:

     o    you furnish your broker an Internal Revenue Service Form W-8BEN
          certifying under penalties of perjury that you are not a United States
          person, or

     o    your broker possesses other documentation concerning your account on
          which the broker is permitted to rely under Treasury regulations to
          establish that you are a non-United States person, or

     o    you otherwise establish an exemption.

     If you are not exempted from backup withholding and information reporting
under the preceding paragraph:

     o    Backup withholding and information reporting will apply to the
          proceeds of any sale that you make through the United States office of
          any broker, foreign or domestic.

     o    Information reporting will also apply to the proceeds of sales that
          are made through a foreign office of a broker if the proceeds are paid
          into a United States account, or such proceeds or the confirmation of
          the sale are mailed to you at a United States address, or if you have
          opened an account with a United States office of your broker, or
          regularly communicated with the broker from the United States
          concerning the sale in question and other sales, or negotiated the
          sale in question through the broker's United States office. Backup
          withholding will also apply unless the proceeds of such a sale are
          paid to an account maintained at a bank or other financial institution
          located outside the United States.

     o    Information reporting, but not backup withholding, will apply to sales
          made through a foreign office of a broker that is a United States
          person, or that is a foreign corporation or partnership controlled by
          U.S. persons or that derives more than 50% of its income from U.S.


                                       63
<PAGE>


          business activities over a three-year period as specified in the
          Treasury regulations.

     Notwithstanding any withholding certificate or documentary evidence in a
broker's possession, a broker who has actual knowledge or reason to know that
you are a United States person will be required to make backup withholdings and
file information reports with the Internal Revenue Service if the broker is a
U.S. person or is a foreign person that has a U.S. connection of the type
discussed in the last bullet point of the preceding paragraph.

                              PLAN OF DISTRIBUTION

     As discussed under THE EXCHANGE OFFER, based on an interpretation of the
staff of the SEC, New Notes issued pursuant to the Exchange Offer may be offered
for resale and resold or otherwise transferred by any Holder of such New Notes
(other than any such Holder which is an "affiliate" of Avista Corp. within the
meaning of Rule 405 under the Securities Act and except as otherwise discussed
below with respect to Holders which are broker-dealers) without compliance with
the registration and prospectus delivery requirements of the Securities Act so
long as such New Notes are acquired in the ordinary course of such Holder's
business and such Holder has no arrangement or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of
such New Notes.

     Each broker-dealer that receives New Notes for its own account in exchange
for Old Notes which were acquired by such broker-dealer as a result of
market-making activities or other trading activities must, and must agree to,
deliver a prospectus in connection with any resale of such New Notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New Notes received in exchange
for Old Notes where such Old Notes were acquired as a result of market-making
activities or other trading activities. Avista Corp. will for a period of 90
days after the Expiration Date make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In
addition, until _____, 2001, all dealers effecting transactions in the New Notes
may be required to deliver a prospectus.

     New Notes received by broker-dealers for their own account in the Exchange
Offer as described above may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the New Notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or at negotiated prices. Any such resale may be
made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer
that resells New Notes that were received by it for its own account pursuant to
the Exchange Offer and any broker or dealer that participates in a distribution
of such New Notes may be deemed to be an "underwriter" within the meaning of the
Securities Act and any profit on any such resale of New Notes and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The letter of transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

     The interpretation of the staff of the SEC referred to in the first
paragraph of this section does not apply to, and this prospectus may not be used
in connection with, the resale by any broker-dealer of any New Notes received in
exchange for an unsold allotment of Old Notes purchased directly from Avista
Corp.

     Avista Corp. will not receive any proceeds from the issuance of the New
Notes pursuant to the Exchange Offer or from any subsequent sale of the New
Notes. Avista Corp. has agreed to pay all expenses incident to the Exchange
Offer other than commissions or concessions of any brokers or dealers and
expenses of counsel for the holders of the New Notes and will indemnify the
holders of the New Notes (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.


                                       64
<PAGE>


                       WHERE YOU CAN FIND MORE INFORMATION

     Avista Corp. files annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any document Avista
Corp. files at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Avista Corp. SEC filings are also
available to the public from the SEC's website at http://www.sec.gov. However,
information on this website does not constitute a part of this prospectus.

During 2001, Avista Corp. has filed the following documents with the SEC
pursuant to the Exchange Act:

     o    Annual Report on Form 10-K for the year ended December 31, 2000, as
          amended by Form 10-K/A (the "Form 10-K").

     o    Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

     o    Current Report on Form 8-K filed May 2, 2001.

     These documents, as well as any other documents subsequently filed with the
SEC before the termination of the offering of the New Notes, are incorporated
herein by reference and are considered to be part of this prospectus. Later
information contained in this prospectus updates and supersedes the information
set forth in the Form 10-K and any other incorporated documents.

                                  LEGAL MATTERS

     The validity of the New Notes will be passed upon for Avista Corp. by
Thelen Reid & Priest LLP and Heller Ehrman White & McAuliffe LLP. In addition,
matters of federal income tax law and federal securities law will be passed upon
by Thelen Reid & Priest LLP. In giving their opinion, Thelen Reid & Priest LLP
may rely as to matters of Washington, California, Idaho, Montana and Oregon law
upon the opinion of Heller Ehrman White & McAuliffe LLP.

                                     EXPERTS

     The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from Avista Corp.'s Annual Report
on Form 10-K for the year ended December 31, 2000 have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.


                                       65
<PAGE>


                                    PART II.

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Seventh of the Registrant's Restated Articles of Incorporation
("Articles") provides, in part, as follows:

     "The Corporation shall, to the full extent permitted by applicable law, as
from time to time in effect, indemnify any person made a party to, or otherwise
involved in, any proceeding by reason of the fact that he or she is or was a
director of the Corporation against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by him or her in connection with any such
proceeding. The Corporation shall pay any reasonable expenses incurred by a
director in connection with any such proceeding in advance of the final
determination thereof upon receipt from such director of such undertakings for
repayment as may be required by applicable law and a written affirmation by such
director that he or she has met the standard of conduct necessary for
indemnification, but without any prior determination, which would otherwise be
required by Washington law, that such standard of conduct has been met. The
Corporation may enter into agreements with each director obligating the
Corporation to make such indemnification and advances of expenses as are
contemplated herein. Notwithstanding the foregoing, the Corporation shall not
make any indemnification or advance which is prohibited by applicable law. The
rights to indemnity and advancement of expenses granted herein shall continue as
to any person who has ceased to be a director and shall inure to the benefit of
the heirs, executors and administrators of such a person. "

     The Registrant has entered into indemnification agreements with each
director as contemplated in Article Seventh of the Articles.

     Reference is made to Revised Code of Washington 23B.08.510, which sets
forth the extent to which indemnification is permitted under the laws of the
State of Washington.

     Article IX of the Registrant's Bylaws contains an indemnification provision
similar to that contained in the Articles and, in addition, provides in part as
follows:

     "SECTION 2. LIABILITY INSURANCE. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against such liability
under the laws of the State of Washington."

     Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising on
the part of the Registrant out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.

ITEM 21. EXHIBITS.

     Reference is made to the Exhibit Index on p. II-6 hereof.

ITEM 22. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

          (1)  That, for purposes of determining any liability under the
     Securities Act, each filing of the registrant's annual report pursuant to
     Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each


                                      II-1
<PAGE>


     filing of an employee benefit plan's annual report pursuant to Section
     15(d) of the Exchange Act) that is incorporated by reference in this
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered herein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof;

          (2)  To respond to requests for information that is incorporated by
     reference into the prospectus pursuant to item 4,10(b), 11 or 13 of Form
     S-4, within one business day of receipt of such request, and to send the
     incorporated documents by first class mail or other equally prompt means.
     This includes information contained in documents filed subsequent to the
     effective date of this registration statement through the date of
     responding to the request.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such director, officer or controlling person in connection with
the securities being registered, such Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.


                                      II-2
<PAGE>


                                POWER OF ATTORNEY

     The Registrant hereby appoints each Agent for Service named in this
registration statement as its attorney-in-fact to sign in its name and behalf,
and to file with the Securities and Exchange Commission any and all amendments,
including post effective amendments, to this registration statement, and each
director and/or officer of the Registrant whose signature appears below hereby
appoints each such Agent for Service as his or her attorney-in-fact with like
authority to sign in his or her name and behalf, in any and all capacities
stated below, and to file with the Securities and Exchange Commission, any and
all such amendments.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Spokane and
State of Washington on the 31st day of May, 2001.

                                                  AVISTA CORPORATION


                                                  /s/ JON E. ELIASSEN
                                             ----------------------------------
                                                  Senior Vice President
                                               and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.

            SIGNATURE                       TITLE                     DATES


        /s/ GARY G. ELY
----------------------------------
            Gary G. Ely              Director and Principal        May 31, 2001
(Director, President and Chief       Executive Officer
       Executive Officer)


      /s/ JON E. ELIASSEN
----------------------------------
          Jon E. Eliassen            Principal Financial and       May 31, 2001
 (Senior Vice President and Chief    Accounting Officer
        Financial Officer)


     /s/ ERIK J. ANDERSON
----------------------------------
         Erik. J. Anderson           Director                      May 31, 2001


     /s/ KRISTIANNE BLAKE
----------------------------------
         Kristianne Blake            Director                      May 31, 2001


                                      II-3
<PAGE>


         /s/ D.A. CLACK
----------------------------------
           David A. Clack            Director                      May 31, 2001


        /s/ S.M.R. JEWELL
----------------------------------
    Sarah M. R. (Sally) Jewell       Director                      May 31, 2001


         /s/ J.F. KELLY
----------------------------------
          John F. Kelly              Director                      May 31, 2001


    /s/ JESSIE J. KNIGHT JR.
----------------------------------
        Jessie J. Knight, Jr.        Director                      May 31, 2001


      /s/ EUGENE W. MEYER
----------------------------------
          Eugene W. Meyer            Director                      May 31, 2001


       /s/ BOBBY SCHMIDT
----------------------------------
           Bobby Schmidt             Director                      May 31, 2001


       /s/ R. JOHN TAYLOR
----------------------------------
           R. John Taylor            Director                      May 31, 2001


      /s/ DANIEL J. ZALOUDEK
----------------------------------
          Daniel J. Zaloudek         Director                      May 31, 2001


                                      II-4
<PAGE>


                                                                   EXHIBIT 23(B)


                                     CONSENT

     We consent to the incorporation by reference in this Registration Statement
of Avista Corporation on Form S-4 of our report dated February 2, 2001 (February
26, 2001 as to Note 22), appearing in the Annual Report on Form 10-K of Avista
Corporation for the year ended December 31, 2000 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.

/s/  Deloitte & Touche LLP

Seattle, Washington
June 1, 2001


                                      II-5
<PAGE>


                                  EXHIBIT INDEX


 Exhibit No.   Description of Exhibit
 -----------   ----------------------

     4(a)  -   Indenture dated as of April 3, 2001, by and among Avista
               Corporation and Chase Manhattan Bank and Trust Company, National
               Association, as Trustee (filed as Exhibit 4(f) to Quarterly
               Report on Form 10-Q for quarter ended March 31, 2001).

     4(b)  -   Registration Rights Agreement between Avista Corporation and
               Goldman Sachs & Co.

     4(c)  -   Form of Letter of Transmittal.

     5(a)  -   Opinion of Heller Ehrman White & McAuliffe LLP.

     5(b)  -   Opinion of Thelen Reid & Priest LLP.

     8     -   Opinion as to tax matters of Thelen Reid & Priest LLP (contained
               in their opinion filed as Exhibit 5(b)) and 8.

     23(a) -   Consents of Heller Ehrman White & McAuliffe LLP and Thelen Reid &
               Priest LLP are contained in their opinions filed as Exhibits 5(a)
               and 5(b) and 8, respectively.

     23(b) -   Consent of Deloitte & Touche LLP (contained on page II-5).

     24    -   Power of Attorney (contained on page II-3).

     25    -   Statement of Eligibility of Trustee on Form T-1 of Chase
               Manhattan Bank and Trust Company, National Association.


                                      II-6
</TEXT>
</DOCUMENT>
