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Home My WebLink About895900895900 RECEIVED L1NCOLI',i COUt,,JTY CLERK O3PFCt5 i!!'~11,26 Executed in 1 O0 Counterparts of which this is Counterpart No. ~ IDAHO POWER COMPANY TO DEUTSCHE BANK TRUST COMPANY AMERICAS STANLEY BURG, As Trustees under its Mortgage and Deed of Trust dated as of October 1, 1937. Thirty-eighth Supplemental Indenture Dated as of May 15, 2003 NYB 554011.1 37652 00308 ,,. .... . . ,;:':y:'::::~ : -:,..; 773 TABLE OF CONTENTS~ Page Parties and Recitals .......................................................................... : .............................................. 1 ARTICLE I Maximum amount of obligations to be secured by the indenture ................................................... 5 ARTICLE II,The Trustees Acceptance of trust ......................................................................................................................... 5 Recitals deemed made by the Company ......................................................................................... 5 ARTICLE III Miscellaneous Provisions -Meanings of terms ........................................................................................................................... 5 Ratification and Confirmation ........................................................................................................ 5 Counterparts .................................................................................................................................... 5 Testimonium ...................... .............................................................................................................. 6 Signatures and seals ........................................................................................................................ 6 Acknowledgments ........................................................................................................................... 8 Affidavits ................... .................................. ~ ................................................................................ 11 This table of contents shall not have any bearing upon the interpretation of this Supplemental Indenture. i NYB 554011.1 37652 00308 7 7 4 SUPPLEMENTAL INDENTURE, dated as of the 15th day of May, 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 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 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 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 55401 l.l 37652 00308 !~:i:~-C~-~ 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 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 · 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, 2 NYB554011.1 37652 00308 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 3-1/8% 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 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 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 25,000,000 50,000,000 50,000,000 190,000,000 197,000,000 200,000,000 200~000,000 140,000,000 Principal Amount Outstanding None None None None None None None None None None N°ne None None None None None None None None None None None None 49,800,000 None None None 50,000,000 None None 140,000,000 200,000,000 200,000,000 140,000,000 NYB 55401 l.l 37652 00308 3 which bonds are hereinafter sometimes called bonds of the First through Thirty-fourth Series; and 777 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 One Hundred Million Dollars ($1,100,000,000); 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 Thirty-eighth 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 Thirty-eighth 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 NYB554011.1 37652 00308 ARTICLE I 778 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 One Hundred Million Dollars ($1,100,000,000), 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 Thirty-eighth Supplemental Indenture, and in this Thirty-eighth 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'eighth 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 Thirty-eighth Supplementallndenture 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 Thirty-eighth 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 554011.1 37652 00308 779 IDAHO POWER COMPANY Robert W. Stahman Secretary Darrel T. Anderson Vice President, Chief Financial Officer and Treasurer Executed, sealed and delivered by IDAHO POWER COMPANY in the presence of: NYB 554011.1 37652 00308 05/16/03 10:19am Executed, sealed and delivered by DEUTSCHE BANK TRUST COMPANY AMERICAS, in the presence of: DEUTSCHE BANK TRUST COMPANY / Susan John~o// Vice President / I ' urg [L.S.] 780 Executed, sealed and delivered by STANLEY BURG, in the presence of: NYB 554011.1 37652 00308 05/16/03 10:19am 781 STATE OF IDAHO COUNTY OF ADA On the,nj ~ day of May, 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 1677 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 tome 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. Mar~Gra[/ \'~ ) Notary Pub~ate of Id~o Commission expires July 17, 2004 NYB 554011. I 37652 00308 05/16/03 10:19am STATE OF NEW YORK · ) ) ss.: 7 8 2 .... ou z¥ ¥OR : ) On the oQ -(~day of May, 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 written. Tracy A. ~lzman-n *- (._)' ' ' Notary Public, State of New York :'"~,~?\ ": ;!~'O'""- · . ..~:::. ........... ~, Registration #01SA6040727 -'~ .;_~.? ,-~ - ' Qualified in New York County .;--~ :" ~' ~) ~' ~ My Commission Expires April 2~,~2{),..0,~ }~ . ,~ } NYB 554011.1 37652 00308 05/16/03 10:19am 9 783 STATE OF NEW YORK ) ) SS.: COUNTY OF NEW YORK. ) On the ay of May, 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 lo.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 firs}/above written. Tracy a. ~a~zma~n (_J Notary Public, State of New Yo.r:k.?:" · Registration #01SA6040727 ~ ,~ i <c . ~ : 7- ~ ' Qualified in New York County My Commission Expires April 2~:g,_~,6. ...';%,? ,,,,,, .,,,,- NYB 554011.1 37652 00308 05116/03 lO:19am 10 STATE OF IDAHO ) ) SS.: COUNTY OF ADA ) 784 DAtG~L T. ANDERSON, 'being first duly sworn, upon oath, deposes and says: that he is an officer, to wit, the Vice President, Chief Financial Officer and Treasurer of Idaho Power Conqpany, 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. Subscrib~ed and sworn to before me this og~r'Sday of May, 2003. Mary G~a~y .. ) Notary Pubh'6, State of Idaho Commission expires July 17, 2004 37652 00308 05/16/03 10:19am 11 STATE OF NEW YORK ) ) SS.~ COUNTY OF NEW YORK ) 7 8 5 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 th rein. S~an Johnson /,/ Subsc_ri~ and sworn to before me this .5~2_~ay of May, 2003. Tratc ~ A. -~a~Iz-ma~ n Notary Public, State of New York Registration 801 SA6040727 ~a~i~'i~, New York County {,~~s~iq~ Expires April 24,2006 :-'~¢~" ,;i:"- -- ~.7. "..g~'., % 12 NYB 554011.1 37652 00308 05/16/03 10:19am 786 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 t~,~in. s~'ey ~ Subscribed and sworn to before me ~ thi~ day of May, 2003. Trh~y A(~alzm~n~ ~ - - Nota.r~' ~gblic, State of New York ;,.;~ep~tr0agm~01'SA6040727 }~pl'ifle~'?.~OzYork County ~~s~6~pires April 24, 2006 ':~u,'~ ~' ....... '"~ 2 '/% O,~K ~ ,,," NYB 554011_1 37652 00308 05/16/03 10:19am 13