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Home My WebLink About893425893h£5 REC E IVE D Lil'~ .......... U ?,,,1 T h' CLERK , u ,L?~ ~,u Executed in - ~- ~00 ~ DAHO POWER COMPANY TO DEUTSCHE BANK TRUST COMPANY AMERICAS AND STANLEY BURG, As Trustees under its Mortgage and Deed of Trust dated as of October 1, 1937. Thirty-seventh Supplemental Indenture providing among other things for Bonds of MTN Series E Dated as of April 1, 2003 NYB 551370.4 37652 00859 04/'14/03 07:22pm TABLE OF CONTENTS~ Page Parties and Recitals ......................................................................................................................... 1 Granting Clause and Property Description · 5 ARTICLE I Description of Bonds of MTN Series E Section 1. General terms and redemption provisions 7 Section 2. Exchange and transfers of Bonds ................................................. .................................. 8 Section 3. Form of Bonds ............................................................................................................... 9 Section 4. Temporary Bonds ............................................................. .............................................. 9 ARTICLE II Issue of Bonds of MTN Series E Section 5. Issue of Bonds ................................................................................. i.~ ............................ 9 ARTICLE III Covenants Section 6. Application of Original Indenture ........................................... ' ....................................... 9 Section 7. Lawful ownership 10 Section 8. Annual certificate as to defaults. 10 ARTICLE IV The Trustees Acceptance of trust 10 Recitals deemed made by the Company ....................................................................................... 10 ARTICLE V Miscellaneous Provisions Meanings of terms ................................................................................................................... 10 Ratification and Confirmation ...................................................................................................... 11 Counterparts .................................................................................................................................. 11 Testimonium ............. : ....................... ~ ............................................................................................ 12 Signatures and seals ......... i .......... .................................................................................................. 12 Acknowledgments ......................................................................................................................... 14 Affidavits ....... , ............................ ' .................................................................................................. 17 This table of contents shall not have any bearing upon the interpretation of this Supplemental Indenture. i NYB 551370.4 37652 00859 04/14/03 07:22pm SUPPLEMENTAL iNDENTURE, dated as of the first day of April, 2003, 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 280 Park Avenu~e,~ 9th Floor, New York, NY 10017 (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 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, 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, 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 551370.4 37652 00859 04/14/03 07:22pm 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 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 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, 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, , 2 NYB 551370.4 37652 00859 04/14/03 07:22pm 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 3-1/8% 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 due2003 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 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 'Principal Principal Amount Amount Issued Outstanding $18,000,000 None 18,000,000 None 5,000,000 None 10,000,000 None 12,000,000 None 15,000,000 None 20,000,000 None 15,000,000 None 10,000,000 None 15,000,000 None 15,000,000 None 15,000,000 None 10,000,000 None 20,000,000 None 30,000,000 None 30,000,000 None 35,000,000 None 50,000,000 None 30,000,000 None 60,000,000 None 62,000,000 None 10,100,000 None 50,000,000 None 49,800,000 49,800,000 80,000,000 None 75,000,000 None 25,000,000 None 50,000,000 50,000,000 50,000,000 None 190,000,000 160,000,000 197,000,000 140,000,000 200,000,000 200,000,000 200,000,000 200,000,000 which bonds are hereinafter sometimes called bonds of the First through Thirty-third Series; and ~3 NYB 551370.4 37652 00859 04/14/03 07:22pm 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 Thirty-seventh Supplemental Indenture for the purposes herein provided, including the issuance of a Thirty-fourth Series of Bonds under the Indenture, in the aggregate principal amount of up to Two Hundred and Fifty Million Dollars ($250,000,000), to be designated as "First Mortgage BondS, Secured Medium-Term Notes, Series E" (herein sometimes called the "Bonds of MTN Series E"); 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, TWenty-sixth, Twenty-seventh, Twenty-eighth, Twenty-ninth, Thirtieth, Thirty-first, Thirty-second, Thirty-third, Thirty-fourth, Thirty-fifth and Thirty-sixth Supplemental Indentures; and WHEREAs, all things necessary to make said Bonds of MTN Series E, when duly authenticated by the Corporate Trustee and issued by the Company, valid and legally binding obligations of the Company and to make the Original Indenture, as heretofore supplemented and as supplemented hereby, a valid and legally binding instrument for the security thereof, have been performed, and the execution and delivery of this Thirty-seventh Supplemental Indenture and the issue of said Bonds as in this Thirty-seventh Supplemental Indenture provided have been in all respects duly authorized: 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 secure the payment both of the principal of and interest and premium, if any, on all Bonds at any time issued and outstanding under the Indenture, according to their tenor and effect, and the performance of ail the provisions of the Indenture and of said Bonds, the Company has duly executed and delivered to the Trustees this Thirty-seventh 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: NYB 551370.4 37652 00859 04/14/03 07:22pm PROPERTIES ACQUIRED OR CONSTRUCTED GENERATING PLANTS Danskin Power Plant TRANSMISSION LINES & SYSTEMS Elmore County, Idaho 404 Norco Tap 438 Stoddard Tap 447 Jerome Tap 456 Joplin Loop 707 Boise Bench-Paddock Tap Brownlee-Ontario 712 Cloverdale-Locust Tap 919 Danskin Loop 15 Miles added 138KV 3.80 Miles added 183 KV 2.54 Miles added 138KV 27 Miles added 138KV 2.13 Miles added 230KV 48.87 Miles added 230KV 4.37 Miles added 230KV 10 Miles added 138KV Canyon County, Idaho Ada County, Idaho Twin Falls County, Idaho Ada County, Idaho Washington County, Idaho Washington County, Idaho Ada County, Idaho Elmore County, Idaho DISTRIBUTION LINES & SYSTEMS 34, 35, 36, 37 and 38 - Branches and extensions of the Company's Distribution Lines and Systems situated in the States of Idaho, Oregon and Nevada SUBSTATIONS Boulder Substation Quartz South Baker Norco Substation Joplin Substation Rim View Fish Hatchery CSPP Stoddard Substation Valley County, Idaho Baker County, Oregon Canyon County, Idaho Ada County, Idaho Gooding County, Idaho Ada County, Idaho 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 th e date of said Original Indenture by and now or hereafter owned by the Company. NYB 551370.4 37652 00859 04/14/03 07:22pm 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 b°th 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 ~rovisions 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. 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 and Thirty-sixth Supplemental Indentures and this Thirty-seventh Supplemental IndentUre. And it is hereby covenanted, declared and decreed 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: NYB 551370.4 37652 00859 04114/03 07:22pm ARTICLE I Description of Bonds of MTN Series E SECTION 1. The Thirty-fourth Series of Bonds to be executed, authenticated and delivered under and secured by the Indenture shall be Bonds of MTN Series E, designated as "First Mortgage Bonds, Secured Medium-Term Notes, Series E" of the Company. The Bonds of MTN Series E shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, all of the terms, conditions and covenants of the Original Indenture, except insofar as the'terms and provisions of the Original Indenture have been or are amended or modified by said First through Thirty-sixth Supplemental Indentures or by this Thirty-seventh SUpplemental Indenture. Bonds of MTN Series E shall be issued from time to time in an aggregate principal amount not to exceed $250,000,000, be issued as registered Bonds without coupons in the denominations of $1,000 or in any multiple thereof; each Bond of MTN Series E shall mature on such date not less than nine months nor more than thirty years from date of issue, shall bear interest at such rate or rates (which may be either fixed or variable) and have such other terms and provisions not inconsistent with the Indenture as the Board of Directors may determine in accordance with a resolution filed With the Corporate Trustee and a written o/~der referring to this Thirty-seventh Supplemental Indenture; the principal of and interest on each said Bond to be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York and, at the option of the Company, interest on each said Bond may also be payable at the office of the CompanY in Boise, Idaho, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on Bonds of MTN Series E which bear interest at a fixed rate shall be payable semiannually on April 1 and October 1 of each year or on such other dates as set forth in a resolution filed with the Corporate Trustee referring to this Thirty-seventh Supplemental Indenture and at maturity or upon earlier redemption (each an interest payment date). Interest on Bonds of MTN Series E which bear interest at a variable rate shall be payable on the dates (each an interest payment date) set forth in a resolution filed with the Corporate Trustee referring to this Thirty-seventh Supplemental Indenture. Notwithstanding the foregoing, so long as there is no existing default in the payment of interest on the Bonds of MTN Series E, all Bonds of MTN Series E authenticated by the Corporate Trustee after the Record Date hereinafter specified for any interest payment date, and prior to such interest payment date (unless the date of first authentication of Bonds of such designated interest rate and maturity is after such Record Date), shall be dated the date of authentication, but shall bear interest from such interest payment date, and the person in whose name any Bond of MTN Series E is registered at the close of business on any Record Date with respect, to any interest payment date shall be entiiled to receive the interest payable on such interest payment date, notwithstanding the cancellation of such Bond of MTN Series E, upon any transfer or exchange thereof subsequent to the Record Date and on or prior to such interest ' payment date. If the date of first authentication of the Bonds of MTN Series E of a designated interest rate and maturity is after such Record Date and prior to the corresponding interest payment date, such Bonds shall bear interest from the Original Interest Accrual Date but payment of interest shall commence on the second interest payment date succeeding the Original Interest Accrual Date. "Record Date" for Bonds of MTN Series E which bear interest at a fixed rate shall mean March 15 for interest payable April 1 and September 15 for interest payable NYB 551370.4 37652 00859 04/14/03 07:22pm October 1, for Bonds of MTN Series E which bear interest at a fixed rate that is payable on other dates, shall mean the last day of the calendar month preceding such interest payment date if such interest payment date is the fifteenth day of a calendar month and shall mean the fifteenth day of the calendar monthpreceding such interest payment date if such interest payment date is the first day of a calendar month, as determined by the Board of Directors and set forth in a resolution ' filed with the Corporate Trustee referring to this Thirty-seventh Supplemental Indenture; and for Bonds of MTN Series E which bear interest at a variable rate, the date 15 calendar days prior to any interest payment date, provided that, interest payable on the maturity date will be payable to the person to whom the principal thereof shall be payable. "Original Interest Accrual Date" with respect to Bonds of MTN Series E of a designated interest rate and maturity shall mean the date of first authentication of Bonds of such designated interest rate and maturity unless a written order filed with the Corporate Trustee on or before such date shall specify another date from which interest shall accrue, in which case "Original Interest Accrual Date" shall mean such other date specified in the written order for Bonds of such designated interest rate and maturity. The Bonds of MTN Series E, in definitive form, shall be, at the option of the Company, fully engraved or shall be lithographed or printed On steel engraved borders or shall be partially lithographed or printed and partially engraved on steel borders or shall be printed on safety paper or shall be typewritten. The holders of the Bonds of MTN Series E consent that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of Bonds of MTN Series E entitled to consent to any amendment, supplement or waiver. If a record date is fixed, those persons who are holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. The Bonds 0fMTN Series E may be redeemable at the 9ption of the Company (including without limitation redemptions by the application of cash deposited with the Corporate Trustee pursuant to Section 39 of the Indenture) in whole at any time, or in part from time to time, prior to maturity, as provided in Section 52 of the Indenture, upon giving notice of such'redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days prior to the date fixed for redemption as the Board of Directors may determine in accordance with a resolution filed with the Corporate Trustee and a written order referring to this Thirty-seventh Supplemental Indenture. SECTION 2. At the option of the registered holder, any Bonds of MTN Series E, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, together with a written instrument of transfer (if so required by the Company or by the Trustees) in form approved by the Company duly executed.by the registered holder or by his duly authorized attorney, shall be exchangeable for a like aggregate principal amount and maturity of Bonds of MTN Series E of other authorized denominations. BOnds of MTN Series E may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto or with the rules or regulations of any stock exchange or to conform to usage with respect thereto. NYB 551370.4 37652 00859 04/14/03 07:22pm · : i:, :;:!:5!;:~:,, Bonds of MTN Series E shall be transferable at the office or agency of the Company in the Borough of Manhattan, The City of New York. Notwithstanding the foregoing provisions of this Section 2, the Company shall not be required to make any transfers or exchanges of Bonds of MTN Series E for a period of fifteen (15) days next preceding any mailing of notice of redemption, and the Company shall not be required to make transfers or exchanges of the principal amount of any Bonds of MTN Series E so called or selected for redemption. SECTION 3. The Bonds of MTN Series E shall be substantially of the tenor and purport recited in the Original Indenture, and the form thereof shall be as established by resolution of the Board of Directors or the Executive Committee of the Board of Directors of the Company, which resolution may provide that any provisions of such form of Bond may appear on the reverse of such form. SECTION 4. Until Bonds of MTN Series E in definitive form are ready for delivery, the Company may execute, and upon its request in writing, the Corporate Trustee shall authenticate and deliver, in lieu thereof, Bonds of MTN Series E in temporary form, as provided in Section 15 of the Original Indenture. ARTICLE II ISsue of Bonds of MTN Series E. SECTION 5. The Bonds of MTN Series E for the aggregate principal amount of up to Two Hundred Fifty Million Dollars ($250,000,000) may be executed by the Company and delivered to the Corporate Trustee and shall be authenticated by the Corporate Trustee and delivered to or upon the order or orders of the Company, evidenced by a writing or writings signed by the Company by its President Or a Vice President and its Treasurer or an Assistant Treasurer, pursuant to and upon compliance with the provisions of Article V, Article VI or Article VII of the Indenture. ARTICLE III Covenants. The Company hereby covenants, warrants and agrees: SECTION 6. 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 Comp.any 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. NyB 551370.4 37652 00859 04/14/03 07:22pm SECTION 7. 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 and Thirty-sixth Supplemental Indentures, and this Thirty-seventh 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, at the actual date of the initial issue of the Bonds of MTN Series E, 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 8. 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 2003, a certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company's compliance with all conditions and covenants under the Indenture. For purposes of this Section 8, such compliance shall be determined without regard to any period of grace or requirement of notice provided under the Indenture.' ARTICLE IV 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 Thirty-seventh Supplemental Indenture, and in this ThirtY-seventh 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 Thirty-seventh 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 V Miscellaneous Provisions. All terms contained in the Thirty-seventh 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. 10 NYB 551370.437652 00859 04/i4/03 07:22pm Except as hereby expressly amended and supplemented, the Original Indenture 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 Thirty-seventh 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. NYB 551370.4 37652 00859 04/14/03 07:22pm 11 ?d,.9.07 IN WITNESS WHEREOF, Idaho Power Company, party hereto of the first part, 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 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. IDAHO POWER COMPANY Robert W. Stahman Secretary Executed, sealed and delivered by IDAHO POWER COMPANY in the presence of: Darrel T. Anderson Vice President, Chief Financial Officer and Treasurer NYB 551370.3 37652 00859 04/10/03 10:12am 12 Attest: Dorothy o ins6 DEUTSCHE BANK TRUST COMPANY AMERICAS By /4~usan J:ohnson // Vice-President Executed, sealed and delivered by DEUTSCHE BANK TRUST COMPANY AMERICAS, in the presence of: ! [L.S.] Executed, sealed and delivered by STANLEY BURG, in the presence of: 13 NYB 551370.3 37652 00859 04/10/03 10:12am STATE OF IDAHO ) ) SS.: COUNTY OF ADA ) On the 1 lth day of April, in the year 2003, before me personally came DARREL T. ANDERSON, to me known, who being by me duly sworn did depose and say that he resides at 167'/W. Spanish Bay Drive, Eagle, Idaho 83616; that he is the Vice President, Chief Financial Officer and Treasurer 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 Vice President, Chief Financial Officer and Treasurer 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. ~IoatTr~~S:a t e ~ah o Commission expires July 17, 2004 NYB 551370,3 37652 00859 04/10/03 10:12am 14 3 z/,aY STATE OF NEW YORK ) ) SSA COUNTY OF NEW YORK ) " -- On the 1'0th day of April, in the year 2003, before me personally came Susan Johnson, to me known, who being by me duly sworn did depose and say that she resides at 154 East 46th Brooklyn, New York; that she is a Vice President of Deutsche Bank Trust Company Americas, one of 'the Corporations described in and which executed the above instrument; that she 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 she signed her name thereto by like order; the said Susan Johnson, having personally appeared and known to me to 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 whiten. Notary u , State of New York Tracy A. Salzmann N,~¢.~ry Public, Slate of New York i~gistralJon #01SA6040727I Qualified In New York Courtly My Commission Expires Apr~ 15 NYB 551370.3 37652 00859 IM/I 0/03 10:12am STATE OF..NEw YORK ) ) SS.: COUNTY OF NEW-YORK ) - On the 11th day of April, in the year 2003, before me, Tracy A. Salzmann, 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 certificatefirst,._ Halve written. __ Notary.~u~ii'c~J~ tate o~ New- Y~ Tracy A. Salzmann Notary Public, State cf New York Registration #01 SA6040127 [ Qualified In New York County . / My Commission Expires April 2,1, NYB 551370.3 37652 00859 04110/03 10:12am 16 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 w~t, the Vice President, Chief Financial Officer and Treasurer 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. Subscribed and sworn to before me this 1 lth day of April, 2003. Notary' uff , Commissioh ex. es July-I-f, 2004 17 NYB 551370.3 37652 00859 04/10/03 10:12am STATE OF NEW YORK COUNTY OFNEW YORK ) ) SS.: ) Susan Johnson, being first duly sworn, upon oath, deposes and says: that she 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. $~sa~n Johnson Vice-President Subscribed and swom to before me t~s 10t~(~ of April, 200~ Notar{ V~-b ~ Comp ission expires -hacy A. Salzmann Notary Public Stale of New York Registration #01SA6040727 Oualified In New York County My Commission Expires APril 24, 200~ NYB 551370.3 37652 00859 04/10/03 lO:12am 18 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 th,~rgin. Stanley Burg ] t d___J [ / Subscribed and sworn to before me this 1 lth~day of April, 2003. Notarf Putfcl~c, Strife of.Ndxv/'Y;rk Commission expires. Tracy A. Salzmann Notary Public, State of New York Registration #01SA6040727 Qualified In New York County_.~,, My Commission Expires April 2.4, NYB 551370.3 37652 00859 04/I 0/03 10:12am 19