The URL can be used to link to this page

Home My WebLink About929899 00017(.1 RECEIVED 6/1/2007 at 8:51 AM RECEIVING # 929899 BOOK: 660 PAGE: 170 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY Executed in 75 Counterparts of which this is Counterpart No. 5:'1 IDAHOPOWERCONœANY TO DEUTSCHE BANK TRUST CONœ ANY AMERICAS AND STANLEY BURG, As Trustees under its Mortgage and Deed of Trust dated as of October 1, 1937. Forty-second Supplemental Indenture Dated as of May 1,2007 NYB 657426,1 37652000045/3/2007 04:43pm {b ,', " ")\ ('l\ ~~)l.,~ ç'.. ,tJ ,-'If....1 "....1 G....., ....'1 TABLE OF CONTENTS! 00017:1 Page Parties and Recitals......................................................................................................................... 1 ARTICLE I Maximum amount of obligations to be secured by the indenture................................................... 5 ARTICLE IT The Trustees Acceptance of trust......................................................................................................................... 5 Recitals deemed made by the Company ......................................................................................... 5 ARTICLE ill Miscellaneous Provisions Meanings of terms........................................................................................................................... 5 Ratification and Confirmation .. ... ....... ................. .......... ........... ....... ............................................... 5 Counterparts.................................................................................................................................... 5 Testimonium................................................................................................................................... 6 Signatures and seals........................................................................................................................ 6 Acknow ledgments........................................................................................................................... 8 Affidavits............................................. ................ .................................................................. ....... 11 This table of contents shall not have any bearing upon the interpretation of this Supplemental Indenture, NYB 657426, I 3765200004513/2007 04:43pm VUU~'/~, I" ,,,'\...\'Ir~~~.à~ "1 . ji' û:::¿ ø::; ,::;, C;;;, :J .:JJ SUPPLEMENTAL INDENTURE, dated as of the first day of May, 2007, made and entered into by and between ill AHO POWER COMPANY, a corporation of the State of Idaho (successor by merger to Idaho Power Company, a corporation of the State of Maine, hereinafter sometimes called the "Maine Company"), whose address is 1221 West Idaho Street, Boise, Idaho 83702-5627 (hereinafter sometimes called the "Company"), party of the first part, and DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a corporation of the State of New York, whose post office address is 60 Wall Street, New York, New York 10005 (hereinafter sometimes called the "Corporate Trustee"), and Stanley Burg (hereinafter sometimes called the "Individual Trustee"), parties of the second part (the Corporate Trustee and the Individual Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust dated as of October 1, 1937 hereinafter referred to; and WHEREAS, the Maine Company has heretofore executed and delivered to the Trustees its Mortgage and Deed of Trust (hereinafter sometimes referred to as the "Original Indenture"), dated as of October 1, 1937, to secure the payment both of the principal of and interest and premium, if any, on all Bonds at any time issued and outstanding thereunder and to declare the terms and conditions upon which Bonds are to be issued thereunder; and 1989; and WHEREAS, the Maine Company was merged into the Company on June 30, WHEREAS, in order to evidence the succession of the Company to the Maine Company and the assumption by the Company of the covenants and conditions of the Maine Company in the Bonds and in the Original Indenture, as supplemented, contained, and to enaqle the Company to have and exercise the powers and rights of the Maine Company under the Original Indenture, as supplemented, in accordance with the tenns thereof, the Company executed and delivered to the Trustees a Twenty-eighth Supplemental Indenture, dated as of June 30, 1989 (which supplemental indenture is hereinafter sometimes called the "Twenty-eighth Supplemental Indenture"); and WHEREAS, said Twenty-eighth Supplemental Indenture was recorded in the records of the County of Elko, Nevada; the Counties of Baker, Grant, Harney, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln, Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the Counties of Lincoln and Sweetwater, Wyoming; and with the Secretary of State of Montana; and WHEREAS, in accordance with the terms of the Original Indenture, the Maine Company or the Company has executed and delivered to the Trustees the following supplemental indentures in addition to the Twenty-eighth Supplemental Indenture: NYB 657426,137652000045/312007 04:43pm \f)~)2'9a33 Designation First Supplemental Indenture Second Supplemental Indenture Third Supplemental Indenture Fourth Supplemental Indenture Fifth Supplemental Indenture Sixth Supplemental Indenture Seventh Supplemental Indenture Eighth Supplemental Indenture Ninth Supplemental Indenture Tenth Supplemental Indenture Eleventh Supplemental Indenture Twelfth Supplemental Indenture Thirteenth Supplemental Indenture Fourteenth Supplemental Indenture Fifteenth Supplemental Indenture Sixteenth Supplemental Indenture Seventeenth Supplemental Indenture Eighteenth Supplemental Indenture Nineteenth Supplemental Indenture Twentieth Supplemental Indenture Twenty-first Supplemental Indenture Twenty-second Supplemental Indenture Twenty-third Supplemental Indenture Twenty-fourth Supplemental Indenture Twenty-fifth Supplemental Indenture Twenty-sixth Supplemental Indenture Twenty-seventh Supplemental Indenture Twenty-ninth Supplemental Indenture Thirtieth Supplemental Indenture Thirty-first Supplemental Indenture Thirty-second Supplemental Indenture Thirty-third Supplemental Indenture Thirty-fourth Supplemental Indenture Thirty-fifth Supplemental Indenture Thirty-sixth Supplemental Indenture Thirty-seventh Supplemental Indenture Thirty-eighth Supplemental Indenture Thirty-ninth Supplemental Indenture Fortieth Supplemental Indenture Forty-first Supplemental Indenture NYB 657426.1 37652000045/3/2007 04:43pm 00017:.1, Dated as of July 1, 1939 November 15,1943 February 1, 1947 May 1, 1948 November 1, 1949 October 1, 1951 January 1, 1957 July 15, 1957 November 15, 1957 April 1, 1958 October 15, 1958 May 15, 1959 November 15, 1960 November 1,1961 September 15, 1964 April 1, 1966 October 1, 1966 September 1, 1972 January 15, 1974 August 1, 1974 October 15, 1974 November 15, 1976 August 15, 1978 September 1, 1979 November 1, 1981 May 1, 1982 May 1, 1986 January 1, 1990 January 1, 1991 August 15, 1991 March 15, 1992 April 1, 1993 December 1, 1993 November 1, 2000 October 1, 2001 Aplil 1, 2003 May 15, 2003 October 1, 2003 May 1,2005 October 1, 2006 2 ~J:S~~'~j~J 's~ each of which is supplemental to the Original Indenture (the Original Indenture and all indentures supplemental thereto together being hereinafter sometimes referred to as the "Indenture"); and 0001.¡";4 WHEREAS, the Original Indenture and said Supplemental Indentures (except said Fifteenth Supplemental Indenture) have each been recorded in the records of the County of Elko, Nevada; the Counties of Baker, Grant, Hamey, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln, Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the Counties of Lincoln and Sweetwater, Wyoming; and with the Secretary of State of Montana; and WHEREAS, the Maine Company or the Company has heretofore issued Bonds, under and in accordance with the terms of the Indenture in the following series and aggregate principal amounts: Series 3-3/4% Series due 1967 3-118% Series due 1973 2-3/4% Series due 1977 3% Series due 1978 2-3/4% Series due 1979 3-1/4% Series due 1981 4-1/2% Series due 1987 4-3/4% Series due 1987 4% Series due April 1988 4-1/2% Series due October 1988 5% Series due 1989 4-7/8% Series due 1990 4-1/2% Series due 1991 5-1/4% Series due 1996 6-1/8% Series due 1996 7-3/4% Series due 2002 8-3/8% Series due 2004 10% Series due 2004 8-1/2% Series due 2006 9% Series due 2008 10-1/4% Series due 2003 First Mortgage Bonds, 1984 Series 16.10% Series due 1991-1992 Pollution Control Series A 8.65% Series due 2000 9.50% Series due 2021 Principal Amount Issued $18,000,000 18,000,000 5,000,000 10,000,000 12,000,000 15,000,000 20,000,000 15,000,000 10,000,000 15,000,000 15,000,000 15,000,000 10,000,000 20,000,000 30,000,000 30,000,000 35,000,000 50,000,000 30,000,000 60,000,000 62,000,000 10,100,000 50,000,000 49,800,000 80,000,000 75,000,000 3 NYB 657426.1 37652000045/3/2007 04:43pm Principal Amount Outstanding None None None None None None None None None None None None None None None None None None None None None None None None None None "'Jb J::J¡ 9.52% Series due 2031 8% Series due 2004 8 3/4% Series due 2027 Secured Medium-Term Notes, Series A Secured Medium-Term Notes, Series B Secured Medium-Term Notes, Series C Secured Medium-Term Notes, Series D Secured Medium-Term Notes, Series E Pollution Control Series B Secured Medium Term Notes, Series F Pollution Control Series C 25,000,000 50,000,000 50,000,000 190,000,000 197,000,000 200,000,000 200,000,000 245,000,000 49,800,000 60,000,000 116,300,000 000175 None None None None 80,000,000 200,000,000 200,000,000 245,000,000 49,800,000 60,000,000 116,300,000 which bonds are hereinafter sometimes called bonds of the First through Thirty-seventh Series; and WHEREAS, Section 22 and Section 121 of the Indenture provide that the Company may amend the Indenture to increase the maximum amount of the obligations to be secured by the Indenture by executing and delivering to the Trustees a supplemental indenture specifying the maximum amount of such obligations thereafter to be secured by the Indenture as so amended, and the Company has determined so to increase the maximum amount of obligations to be secured by the Indenture to One Billion Five Hundred Million Dollars ($1,500,000,000); and WHEREAS, the Company, in accordance with the provisions of the Indenture and pursuant to appropriate resolutions of its Board of Directors, has duly determined to make, execute and deliver to the Trustees this Forty-second Supplemental Indenture to amend and supplement the Indenture for the purposes herein provided; and WHEREAS, all things necessary to make the Original Indenture, as heretofore supplemented and as supplemented hereby, a valid and legally binding instrument for the security of the Bonds, have been performed: NOW, THEREFORE, THIS INDENTURE WITNESSETH: That in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to increase the maximum amount of obligations to be secured by the Indenture, the Company has duly executed and delivered to the Trustees this Forty-second Supplemental Indenture; and it is hereby covenanted, declared and agreed by and between the parties hereto, for the benefit of those who shall hold the Bonds and interest coupons, or any of them, issued and to be issued under the Indenture, as follows: 4 NYB 657426.1 37652 00004 513111J07 04f3pm · ~ \~ ..,: -~'J ~ . ,'r:", ." , V..:J(;;', ,:1~ J~:J 000176 ARTICLE I Maximum Amount of Obligations to be Secured by the Indenture. pursuant to Section 22 and Section 121 of the Indenture, the maximum amount of obligations to be secured by the Indenture is hereby increased to One Billion Five Hundred Million Dollars ($1,500,000,000), provided, however, that the maximum amount of obligations to be secured by the Indenture may at any time and from time to time be further increased or decreased (but not below the amount of Bonds at the time outstanding thereunder) as provided in the Indenture. ARTICLE II The Trustees. The Trustees hereby accept the trust hereby declared and provided and agree to perform the same upon the terms and conditions in the Original Indenture, as heretofore supplemented and as supplemented by this Forty-second Supplemental Indenture, and in this Forty-second Supplemental Indenture set forth, and upon the following terms and conditions: The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Forty-second Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company only. ARTICLE III Miscellaneous Provisions. All terms contained in the Forty-second Supplemental Indenture shall, for all purposes hereof, have the meanings given to such terms in Article I of the Original Indenture, as amended by Article IV of the Second Supplemental Indenture. Except as hereby expressly amended and supplemented, the Original Indenture as heretofore amended and supplemented is in all respects ratified and confirmed, and all the terms and provisions thereof shall be and remain in full force and effect. This Forty-second Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original; but such counterparts together constitute but one and the same instrument. 5 NYB 657426.1 37652000045/3/2007 04:43pm Ó:::;;¿;::J b j S 000177 IN WITNESS WHEREOF, Idaho Power Company, party hereto of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and sealed by its President or a Vice President and its corporate seal to be attested by its Secretary or an Assistant Secretary for and on its behalf, and Deutsche Bank Trust Company Americas, one of the parties hereto of the second part, in token of its acceptance of the trust hereby created has caused its corporate name to be hereunto affixed and this instrument to be signed and sealed by two of its Vice Presidents and its corporate seal to be attested by one of its officers and Stanley Burg, one of the parties hereto of the second part, has for all like purposes hereunto set his hand and affixed his seal, each on the date hereinafter acknowledged, as of the day and year first above written. IDAHO POWER COMPANY Attest: BY~7. Cl~~ Darrel T. Anderson Senior Vice President - Administrative Services and Chief Financial Officer Patrick A. Harrington Secretary 6 NYB 657426.1 37652000045/3/2007 04:43pm ;\ ~..._ " ';~:.Þ J"':' Î '¡';. " t '. ,~ V~,)(...¡ ·,.,ffü...., ".J Attest: Executed, sealed and delivered by DEUTSCHE BANK TRUST COMPANY AMERICAS, in the presence of: Executed, sealed and delivered by STANLEY BURG, in the presence of: ~ NYB 657426.1 37652000045/7/2007 04:24pm UUUJ..'/~ DEUTSCHE BANK TRUST COMPANY AMERICAS BY~--T- -~ ~ . '. uckwalter Director BYitt- Ran y Kahn Vice President -\' '" \,1> l-',"',;' . ,,\. . . . . ,". . ''''... ;.. . .,' I ". (t '. " ': '.. "". ,) o::,\t1 i-\? (-.') .... ,,; " !,t:,'r, .~"~' ~ C) ';,' ';¡,¡' "',1'..... G"', : ,,... ·4 t". t'lì !::~ \-".. ... . '\,'" '., ! .~ ~_" 0' ~ßr 7 ¡,'j<CJ;?9 f;'¡f "-:~\ ' ...,4'..., '<"II \..i ;;j) ,,;,¡ 000179 STATE OF IDAHO ) ) ss.: COUNTY OF ADA ) On the 4th day of May, in the year 2007, before me personally came DARREL T. ANDERSON, to me known, who being by me duly sworn did depose and say that he resides at 1677 W. Spanish Bay Drive, Eagle, Idaho 83616; that he is the Senior Vice President- Administrative Services and Chief Financial Officer, of Idaho Power Company, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order; the said DARREL T. ANDERSON, having personally appeared and known to me to be the Senior Vice President - Administrative Services and Chief Financial Officer of said corporation that executed the instrument, acknowledged to me that said corporation executed the same. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal ilie day and year in iliis certifica:~~~Æ; Notary ublic, State of Idaho Commission expires July 17,2010 ",aI"""" ~~", ~~ Y OJ? 'fff, ........ + ............, þ .""~ ~... .. ~ ~. e. '-:. : .. -\OTA~ t. \ -:. .. · \-..... r _ · : : ......, : : . . . . : ~ ,... . : -:. .. JlUBL\v" : .- .n _ -.. ~ ",.~ .- .." ~ ~,... .. ..'\..'-1 ~.... .., .., '), ........ ... ,.. ~ .... ~þ \"'f"..~ '" ç 0 F v ,,~ ""'..'11...··· 8 NYB 657426,1 37652000045/3/2007 04:43pm \' ~'''' \ ~~þ ''':j¡;¡.,/ l~ ';,:.11 '...J '~..ý t""', '<4" '-4t.....JI ~~ 00018(1 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 8th day of May, in the year 2007, before me personally came Richard L. Buckwalter and Randy Kahn, to me known, who being by me duly sworn did depose and say that they are, respectively, Director and Vice President of Deutsche Bank Trust Company Americas, one of the corporations described in and which executed the above instrument; that each knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that each signed his name thereto by like order; the said Richard L. Buckwalter and Randy Kahn, having personally appeared and known to me to each be, respectively, Director and Vice President of said corporation that executed the instrument, acknowledged to me that said corporation executed the same. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written. ,,-, " ~ I,. f ,.' \ i'>!""""J~ . ,~, ~.".'."'...;~~..,:. ,-,~' ,,!~~~..ßj.' ..- ,;,. £. ..,;:;~,~~ . .' .' (~ í r\l ' ;¡- ~ ' :,. \" . ...... II '., . þ\. /:J iJ ü \.. \ ..',/ :" .... ....~~..~..... ..,...\~. ~. / ,..... ......." ~ ...- \ -..ç" . .,' IJF I ,,~., , >". '.. ,.. 'I.... I",,.. '.... Annie J aghatspa va Notary Public, State of New York Registration # OlJA6062022 Qualified in New York County My Commission Expires September 23, 2009 9 NYB 657426.1 37652000045/7/2007 04:24pm 00018:' v~298i9~1 ST ATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) h 4nni¿ 'J¡l.Jh'lfs~"Yc{f\ On the ~ day of May, in the year 2007, before me, , a Notary Public in and for the State of New York in the County of New York, personally appeared and came STANLEY BURG, to me known and known to me to be the person described in and who executed the within and foregoing instrument and whose name is subscribed thereto and acknowledged to me that he executed the same. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written. ~~\~,'i t! , ~ ..L'···' ..~. ../. ~> ..' , oq-:' \ 0, -r A (;, <, . ,,, ' , .~: ..~~ '. \ þ " \ "" ' '. IF>·. 1I 0 L , ':" "';" .:.... . ,/ '" ..... ' . <"" (] r.... , I AIJIJ ~ N Notary Pubh , State of New York Registration # ot J'"'A bD~d~ Qualified in New Y ork CoUl~ / My Commission Expires q ~ 09 I , 10 NYB 657426,1 376520000451712007 04:24pm 0001.8:1. STATE OF IDAHO ) ) ss.: COUNTY OF ADA ) ~!J~2:::J8:J~j DARREL T. ANDERSON, being first duly sworn, upon oath, deposes and says: that he is an officer, to wit, the Senior Vice President - Administrative Services and Chief Financial Officer of Idaho Power Company, a corporation, the mortgagor described in the foregoing indenture or mortgage, and makes this affidavit on behalf of said Idaho Power Company; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned to be thereby secured. ~-r. ~ Darrel T. Anderson Subscribed and sworn to before me this 4th day of May, 2007. ."" ,......"" ....... ~R y G~ ""« .....'Ii ~ .........., r '.." .:.. e. ~ ~.. .." : l ~ 0 T A ~ I~·" \ .. ~.. : : --- : i : ~ : : ~ .. PUBL\G l : ~ IP':>,.·. .." ~ ~ -r' .. .. £......., ... " -1» ........ to- V...... "'",1: OF \~ .....'Ii '",......"... Mary G ay Not Public, State of Idaho Commission expires July 17,2010 11 NYB 657426,1 37652000045/3/2007 04:43pm ".,,, ""l>~''''- , \, r.1 '- J(~C· ",,", \ t~i iI, If; '-:. ";1' iJ':;f.......~,. .......JI.......'ill... 0001.8;1, STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) Richard L. Buckwalter and Randy Kahn being first duly sworn, upon oath, depose and say: that each is an officer, to wit, respectively, a Director and a Vice President of Deutsche Bank Trust Company Americas, a corporation, one of the mortgagees and trustees named in the foregoing indenture or mortgage, and makes this affidavit on behalf of said Deutsche Bank Trust Company Americas; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein. ~~ Annie Ja ats a Notary Public, tate ew York Registration # OlJA6062022 Qualified in New York County My Commission Expires September 23, 2009 .:\"1....', '{I~~ ~,,,v ,,":,t't :..............." . ,:.:~,~~.~~.~ ",- t, '.< ,,!.:".\oTI\F.')' '. ;4-í:\ ,'a : \. \.":)- ! I II \ 1 C ,:;, -:\.I~..:\'<... - .. .' :1, ' ';,.")~;-'I..""" .....,...~ ~··_<:;..P./~ ::' 12 NYB 657426,) 3765200004 5n/2007 04:24pm , / ':.~«"'')I..:.' -:, , ' v..:;)f4.¡ ....Att" '., ~.~, ...., ....., '-.JI.¿ 0001.84 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) STANLEY BURG, being first duly sworn, upon oath, deposes and says: that he is one of the mortgagees and trustees named in the foregoing indenture or mortgage; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for the in. Subsc~bed and sworn to before me this L day of May, 2007. ~ 'N Notary Public, te 0 York Registration # 01 'Z} A 'D~oQ. ~ Qualified in New York Coun~ ~ My Commission Expires q ).;J O~ / I .~.~~ ~!::tt,.. _\(. "t'\·4."....~J,.., !"... .,' II" ~r v.... \ 0 or A Þ. ;,..... ' " : \t I " .1. ':;>'itr> : ' " tfI\ f;J IJ 0 \.. \ (j"":, . .~.. .. I . -> ",:'" .... \. , ~/' .;:.. JJ.......... ,"~, >. 0 r: t' ç' . . ~t. ~.. . I,,:,:~ 13 NYB 657426,1 376520000451712007 04:24pm