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HomeMy WebLinkAbout952409NYA 615140.4 337652 000004 1/8/2010 07:05pm IDAHO POWER COMPANY TO DEUTSCHE BANK TRUST COMPANY AMERICAS AND STANLEY BURG, Forty -fifth Supplemental Indenture Dated as of February 1, 2010 Executed in 75 Counterparts of which this is Counterpart No. 44 C00349 As Trustees under its Mortgage and Deed of Trust dated as of October 1, 1937. RECEIVED 3/8/2010 at 10:36 AM RECEIVING 952409 BOOK: 743 PAGE: 349 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY TABLE OF CONTENTS' C Page Parties and Recitals 1 Granting Clause and Property Description 4 ARTICLE I Section 1. Maximum amount of obligations to be secured by the Indenture 7 ARTICLE II Covenants Section 2. Application of Original Indenture 7 Section 3. Lawful ownership 7 Section 4. Annual certificate as to defaults 7 Acceptance of trust 8 Recitals deemed made by the Company 8 Meanings of terms 8 Ratification and Confirmation 8 Counterparts 8 Testimonium 9 Signatures and seals 9 Acknowledgments 11 Affidavits 14 ARTICLE III The Trustees ARTICLE IV Miscellaneous Provisions This table of contents shall not have any bearing upon the interpretation of this Supplemental Indenture. NYA 615140.4 337652 000004 1/8/2010 07:05pm i 0i)351. SUPPLEMENTAL INDENTURE, dated as of the 1st day of February, 2010, made and entered into by and between IDAHO 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 1 0005 (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. 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 WHEREAS, the Maine Company was merged into the Company on June 30, 1989; and 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 enable the Company to have and exercise the powers and rights of the Maine Company under the Original Indenture, as supplemented, in accordance with the terms 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 the States of Idaho, Montana, Oregon, Nevada and Wyoming; 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: NYA 615140.4 337652 000004 1/8/2010 07:05pm 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 Forty- second Supplemental Indenture Forty -third Supplemental Indenture Forty -fourth Supplemental Indenture NYA 615140.4 337652 000004 1/8/2010 07:05pm 2 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 April 1, 2003 May 15, 2003 October 1, 2003 May 1, 2005 October 1, 2006 May 1, 2007 September 1, 2007 April 1, 2008 C G 353 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 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, 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 the States of Idaho, Montana, Oregon, Nevada and Wyoming; 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 -1/8% 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 NYA 615140.4 337652 000004 1/8/2010 07:05pm 3 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 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 8.65% Series due 2000 9.50% Series due 2021 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 Secured Medium Term Notes, Series G Secured Medium Term Notes, Series H which bonds are hereinafter sometimes called bonds of the First through Thirty -ninth 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 Two Billion Dollars ($2,000,000,000); and WHEREAS, it is also now desired, for the purpose of more effectually carrying out the purposes of the Original Indenture, to confirm specifically the subjection to the lien thereof and of the Indenture of the certain property acquired by the Company in addition to the property specifically described in the Original Indenture and in said First, Second, Third, Fourth, Fifth, Sixth, Seventh, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twenty- first, Twenty- second, Twenty- third, Twenty fourth, Twenty -fifth, Thirty- sixth, Thirty- seventh, Thirty- ninth, Fortieth, Forty -first and Forty fourth Supplemental Indentures; 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 -fifth 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: NYA 615140.4 337652 000004 1/8/2010 07:05pm 4 80,000,000 75,000,000 25,000,000 50,000,000 50,000,000 190,000,000 197,000,000 200,000,000 200,000,000 245,000,000 49,800,000 200,000,000 116,300,000 100,000,000 350,000,000 e O;354 None None None None None None None 120,000,000 200,000,000 245,000,000 49,800,000 200,000,000 116,300,000 100,000,000 350,000,000 C; O )355 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 -fifth Supplemental Indenture and has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto Stanley Burg and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees as aforesaid, and to their successor or successors in said trust, and to them and their successors, heirs and assigns forever, all property, whether real, personal or mixed (except any hereinafter expressly excepted), and wheresoever situated, acquired since the date of said Original Indenture by and now or hereafter owned by the Company including the following described properties, rights and interests in property (in addition to all other properties heretofore subjected to the lien of the Indenture and not heretofore released from the lien thereof)- -that is to say: PROPERTIES ACQUIRED OR CONSTRUCTED GENERATING PLANTS None TRANSMISSION LINES SYSTEMS Line 446: Pinegree to Haven Bingham County, ID 0.8 Miles 138 kV Line 446: Pinegree to Haven, converted from 46kV to 138kV Bingham County, ID 10.9 Miles 138 kV Line 525: Don Hoku Bannock County, ID 2.97 Miles 138kV Line 525: Hoku Alameda Power Bannock County, ID 3.4 Miles 138kV NYA 615140.4 337652 000004 1/8/2010 07:05pm 5 Line 723: Danskin- Hubbard Elmore County, ID 39.46 Miles 230kV DISTRIBUTION LINES SYSTEMS None SUBSTATIONS Hubbard Substation FRANCHISES None ALL OTHER LANDS, IMPROVEMENTS, BUILDINGS AND OTHER SUBSTATIONS None All other property, whether real, personal or mixed (except any hereinafter expressly excepted), and wheresoever situated, acquired since the date of said Original Indenture by and now or hereafter owned by the Company. TOGETHER with all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders, and (subject to the provisions of Section 57 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof It is not intended herein or hereby to include in or subject to the lien of the Indenture, and the granting clauses hereof shall not be deemed to apply to, (1) any revenues, earnings, rents, issues, income or profits of the mortgaged and pledged property, or any bills, notes or accounts receivable, contracts or choses in action, except to the extent permitted by law in case a completed default specified in Section 65 of the Indenture shall have occurred and be continuing and either or both of the Trustees, or a receiver or trustee, shall have entered upon or taken possession of the mortgaged and pledged property, or (2) in any case, unless specifically subjected to the lien thereof, any bonds, notes, evidences of indebtedness, shares of stock, or other securities or any cash (except cash deposited with the Corporate Trustee pursuant to any provisions of the Indenture) or any goods, wares, merchandise, equipment or apparatus manufactured or acquired for the purpose of sale or resale in the usual course of business. NYA 615140.4 337652 000004 1/8/2010 07:05pm 6 Ada Co., ID C: X35'7 TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto the Individual Trustee and (to the extent of its legal capacity to hold the same for the purposes hereof) unto the Corporate Trustee, and their successors, heirs and assigns forever; IN TRUST, NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisions and covenants as are set forth in the Original Indenture, as amended or modified by said First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty- first, Twenty- second, Twenty- third, Twenty fourth, Twenty -fifth, Twenty- sixth, Twenty- seventh, Twenty eighth, Twenty ninth, Thirtieth, Thirty- first, Thirty- second, Thirty third, Thirty- fourth, Thirty -fifth, Thirty- sixth, Thirty- seventh, Thirty eighth, Thirty- ninth, Fortieth, Forty first, Forty- second, Forty -third and Forty -fourth Supplemental Indentures and this Forty -fifth 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: NYA 615140.4 337652 000004 1/8/2010 07:05pm 7 NYA 615140.4 337652 000004 1/8/2010 07:05pm ARTICLE I Maximum Amount of Obligations to be Secured by the Indenture. 8 SECTION 1. 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 Two Billion Dollars ($2,000,000,000), 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 Covenants. The Company hereby covenants, warrants and agrees: SECTION 2. That all the terms, conditions, provisos, covenants and provisions contained in the Indenture shall affect and apply to the property hereinabove described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as trustees of said property, in the same manner and with the same effect as if the said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically and at length described in and conveyed to the Individual Trustee and (to the extent of its legal capacity to hold the same for the purposes of the Indenture) the Corporate Trustee by the Original Indenture as a part of the property therein stated to be conveyed. SECTION 3. That it is lawfully seized and possessed of all of the mortgaged and pledged property described in the granting clauses of the Indenture, which has not heretofore been released from the lien thereof; that it had or has, at the respective times of execution and delivery of the Original Indenture, the First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty -first (as corrected by the Twenty- second), Twenty second, Twenty- third, Twenty- fourth, Twenty -fifth, Twenty sixth, Twenty seventh, Twenty eighth, Twenty ninth, Thirtieth, Thirty- first, Thirty- second, Thirty third, Thirty- fourth, Thirty fifth, Thirty- sixth, Thirty- seventh, Thirty- eighth, Thirty- ninth, Fortieth, Forty first, Forty- second, Forty -third and Forty -fourth Supplemental Indentures and this Forty -fifth Supplemental Indenture, good, right and lawful authority to mortgage and pledge the mortgaged and pledged property described therein, as provided in and by the Indenture; and that such mortgaged and pledged property is free and clear of any mortgage, lien, charge or encumbrance thereon or affecting the title thereto (other than excepted encumbrances) prior to the lien of the Indenture, except as set forth in the granting clauses of the Indenture. SECTION 4. That it will deliver to the Corporate Trustee annually, within ninety (90) days after the close of each fiscal year, commencing with the fiscal year 2010, a certificate from the principal executive officer, principal financial officer or principal accounting officer as C:00359 to his or her knowledge of the Company's compliance with all conditions and covenants under the Indenture. For purposes of this Section 4, such compliance shall be determined without regard to any period of grace or requirement of notice provided under the Indenture. ARTICLE III 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 -fifth Supplemental Indenture, and in this Forty fifth 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 -fifth 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. NYA 615140.4 337652 000004 1/8/2010 07:05pm ARTICLE IV Miscellaneous Provisions. All terms contained in this Forty -fifth 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 -fifth 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. 9 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 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 a Vice President and its corporate seal to be attested by an Associate 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. Attest: fiji AA Patrick A. Harrington Secretary Executed, sealed and delivered by IDAHO POWER COMPANY in the presence of: NYA 615140.4 337652 000004 1/8/2010 07:05pm IDAHO POWER COMPANY By `4 r Darrel T. Anderson Executive Vice President Administrative Services and Chief Financial Officer 10 o3s0 DEUTSCHE BANK TRUST COMPANY AMERI 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: By Name' Anni Title: Vice Pr'ident By Name: Wanda Camacho Title: Vice President 11 fi 0u361. STATE OF IDAHO ss:. COUNTY OF ADA On the 17day of February, in the year 2010, before me personally came DARREL T. ANDERSON, to me known, who being by me duly sworn did depose and say that he is the Executive 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 Executive 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 the day and year in this certificate first above written. toss ollilliefff p t ii �oTAR. O. au so 01 e AUBO° °o.................. 0F I 0 NYA 615140.4 337652 000004 1/8/2010 07:05pm ary Notar ic, State of Idaho Commission expires July 17, 2010 12 °:.::0.:362 C:00363 STATE OF NEW YORK ss.: COUNTY OF NEW YORK On the 17 day of February, in the year 2010, before me personally came Annie Jaghatspanyan and Wanda Camacho, to me known, who being by me duly sworn did depose and say that they are each a 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 her name thereto by like order; the said Annie Jaghatspanyan and Wanda Camacho, having personally appeared and known to me to each be a 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. Alyssa R. Sullivan Notary Public, State of New York Registration #01 SU6180190 Qualified in New York County Commission Expires 01/07/2012 13 STATE OF NEW YORK )s COUNTY OF NEW YORK On the 17 day of February, in the year 2010, before me, Alyssa R. Sullivan, 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. Alyssa R. Sullivan Notary Public, State of New York Registration #01 SU6180190 Qualified in New York County Commission Expires 01/07/2012 14 STATE OF IDAHO ss.: COUNTY OF ADA DARREL T. ANDERSON, being first duly sworn, upon oath, deposes and says: that he is an officer, to wit, the Executive 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 or provided for therein. Subscribed and sworn to before me this 1 74 k day of February, 2010. ,00t to+eveees d®oo e`s PgY GI 0000 Mary G y Notary Public, State of aho Commission expires July 17, 2010 e i. e P U13 L e e NYA 615140.4 337652 000004 1/8/2010 07:05pm Darrel T. Anderson Executive Vice President Administrative Services and Chief Financial Officer 15 ss.: COUNTY OF NEW YORK STATE OF NEW YORK Annie Jaghatspanyan and Wanda Camacho, being first duly sworn, upon oath, depose and say: that each is an officer, to wit, 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. Subscribed and sworn to before this 17 day of February, 20'10. AQA Alyssa R. Sullivan Notary Public, State of New York Registration #01 SU6180190 Qualified in New York County Commission Expires 01/07/2012 Name: Annie Title: Vice Pre `i en Name: Wanda Camacho Title: Vice President 16 366 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 therein. Subscribed and sworn to before me this 17 day of February, 2010. 9kka,Gq Alyssa R. Sullivan Notary Public, State of New York Registration #01 SU6180190 Qualified in New York County Commission Expires 01/07/2012 ley Burg 17 O "�p