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REOF_IVED
LINP_,OLN OOUt,,!Ty OLERK Executed in
100 Counterparts
03 D[~ 2!.1. t}ll 9: '~.,' {3 of which this is
Counterpart No. ~
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~Bo0K~4`~' PRPAGE 7 0 4
DAHO 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-ninth Supplemental Indenture
providing among other things for Bonds of Pollution Control Series B
Dated as of October i, 2003
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?
TABLE OF CONTENTS~
705
Page
Parties and Recitals ......................................................................................................................... 1
Granting Clause and Property Description ..................................................................................... 4
ARTICLE I Description of Bonds of Pollution Control Series B
Section 1. General terms and redemption provisions ..................................................................... 7
Section 2. Exchange and transfers of Bonds ..................................................... : ............................. 9
Section 3. Form of Bonds ............................................................................................................... 9
Section 4. Temporary Bonds ........................................................................................................... 9
Section 5. Legends of Bonds .......................................................................................................... 9
Section 6. Meetings of bondholders ....., ........................................................................................... 9
ARTICLE II Issue of Bonds of Pollution Control Series B
Section 7. Issue of Bonds .............................................................................................................. 10
ARTICLE III Covenants
Section 8. Application of Original Indenture ........................... ..................................................... 10
Section 9. Lawful ownership ........................................................................................................ 11
Section 10. Annual certificate as to defaults ................................................................................. 11
ARTICLE IV The Trustees
Acceptance of trust ................................................................................. : ................ ; .................. :. 11
Recitals deemed made by the Company ....................................... : .......................... ..................... 11
ARTICLE V Miscellaneous Provisions
Meanings o f terms. ' 12
Ratification and Confirmation ............................................................................... · ....................... 12
Counterparts ...... :i...' .......................................... 12
Testimonium ................................................................................................................................. 13
Signatures and seals ...................................................................................................................... 13
Acknowledgments ........... .................. ............................................................................................ 15
Affidavits .......... ..................................................................................................... i ...................... 18
This table of contents shall not have any bearing upon the interpretation of this Supplemental Indenture.
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i
706
SUPPLEMENTAL INDENTURE, dated as of the first day of October, 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
ind'entures in/~dditi0n to the Twenty-eighth Supplemental Indenture:
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707
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
TwentyTninth 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
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
eaeh of which is stipplemental 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
NYB ~652 00714
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
3-1/8% 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
4-1/2% Series
5% Series due
4-7/8% Series
4-1/2% Series
5-1/4% Series
6-1/8% Series
7-3/4% Series
April1988
due Octoberl988
1.989
due 1990
due 1991
due 1996
due 1996
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 200z~'
8 3/4% Series due 2027
Secured Medium-Term
Secured Medium-Term
Secured Medium-Term
Secured Medium-Term
Secured Medium-Term
Notes, series A
Notes, Series B
Notes, Series C
Notes, Series D
Notes, Series E
Principal.
Amount
Issued
$18,000,000'
18,000,000
5,000,000
10,000,000
12,000,000.
15,000,000
20,0O0,000
15,000,000
10,000,000
15.000,000
15000,000
15,000,000
10.000,000
20 000,000
30 000,000
3O 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
Non8
None
None
None
None
None
None
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
3
which bonds are hereinafter sometimes called bonds of the First through Thirty-fourth Series;
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-ninth Supplemental Indenture for the purposes
herein provided, including the issuance of a Thirty-fifth Series of Bonds under the Indenture, in
the aggregate principal amount of up to Forty-nine Million Eight Hundred Thousand Dollars
($49,800,000), to be designated as "First Mortgage Bonds, Pollution Control Series B" (herein
sometimes called the "Bonds of Pollution Control Series B"); 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, Thirty-sixth and Thirty-
seventh Supplemental Indentures; and
WHEREAS, all things necessary to make said Bonds of Pollution Control Series
B, 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-ninth
Supplemental Indenture and the issue of said Bonds as in this Thirty-ninth 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 all the provisions of the Indenture and of said
Bonds, the Company has duly executed and delivered to the Trustees this Thirty-ninth
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 (.t.o the extent of its legal capacity to hold the same for the purposes hereof)
un~o Deutsch~ 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
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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
203 Boulder 2 Miles 138KV
466 Wye-Cloverdale (Conductor'only) 3.5 Miles 138KV
708 Kuna-Kuna Jet 4.5 Miles 138KV
Valley County, Idaho
Ada County, Idaho
Ada 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 and Oregon.
SUBSTATIONS
Kuna Substation
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 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 i'eversi0n and reversions, remainder and remainders, and (subject to the
provisions of Section 57 of the Original Indenture) the tolls, rents, revenues, issues, darnings,
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.
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5
711
It is not intended herein or hereby to include inor 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.
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, Thirty-seventh and Thirty-eighth Supplemental Indentures and this Thirty-ninth
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:
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ARTICLE I
Description of Bonds of Pollution Control Series B
SECTION 1. The Thirty-fifth Series of Bonds to be executed, authenticated and
delivered under and secured by the Indenture shall be Bonds of Pollution Control Series B,
designated as "First Mortgage Bonds, Pollution Control Series B" of the Company. The Bonds
of Pollution Control Series B 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-eighth Supplemental
Indentures or by this Thirty-ninth Supplemental Indenture. The Bonds of Pollution Control
Series B shall mature on December 1, 2024, and shall be issued as registered Bonds without
coupons in denominations of $5,000 and in any multiple thereof, and shall bear interest from
October 22, 2003 at such rate or rates (which may be either fixed or variable) borne by the 2003
Pollution Control Revenue Refunding Bonds (as hereinafter defined), which rate or rates, in no
event, shall exceed 12% per annum. The principal of and interest on the BOnds of Pollution
Control Series B shall be payable at the office or agency of the Company in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for public and private debts.
Interest on Bonds of Pollution Control Series B shall be payable on the same dateS
(each an interest payment date) as interest on the 2003 Pollution Control Revenue Refunding
Bonds.
Each Bond of Pollution Control Series B shall be dated the date of its
authentication.
The Bonds of Pollution Control Series B, 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 onsteel engraved borders or
shall be printed on safety paper or shall be typewritten.
The Company shall receive a credit against its obligation to make any Payment of
principal of or interest on the Bonds of Pollution Control Series B, whether at maturity, upon
redemption, acceleration or otherwise, in an amount equal to, and such obligation Shall be fully
or partially, as the case may be, satisfied and discharged, to the extent of the amount, if any, paid
by the Company, or otherwise satisfied and discharged, in respect of the 2003 Pollution Control
Revenue Refunding Bonds, in accordance with the Loan Agreement, dated October 1, 2003,
between the Company and Humboldt County, Nevada (the "Issuer").
· Tl~e' Corporate Trustee may conclusively presume that the obligation of the
Company to pay the principal of and interest on the Bonds of the Pollution Control Series B as
the same shall become due and payable shall have been fully satisfied and discharged unless and
until it shall have received a written notice from the trustee (the "Indenture Trustee") under the
Indenture of Trust, dated as of October 1, 2003, from the Issuer to Union Bank of California,
N.A., as trUstee (herein sometimes called the "2003 Humboldt County Indenture"), securing
NYB ~:~'::~i ~ '~ '~:? 7652 00714
7
713
Humboldt County, Nevada Pollution Control Revenue Refunding Bonds (Idaho Power Company
Project) Series 2003 (herein sometimes called the "2003 Pollution Control Revenue Refunding
Bonds"), signed by its President, a Vice President, a Senior Trust Officer or a Trust Officer,
stating that the corresponding payment of principal of or interest on the 2003 Pollution Control
Revenue Refunding Bonds has become due and payable and has not been fully paid~ and
specifying the amount of funds required to make such payment.
The Company shall be obligated to redeem the Bonds of Pollution Control Series
B at the time and in the same principal amount as any 2003 Pollution ContrOl Revenue
Refunding Bonds that have been called for redemption or have been otherwise declared due and
payable prior to maturity (including a declaration resulting from a failure to pay the principal of
and interest on 2003 Pollution Control Revenue Refunding Bonds called for redemption)
pursuant to any provision of the 2003 Humboldt County Indenture. The Bonds of Pollution
Control Series B shall be redeemed by the Company within 90 days of receipt of written notice
of a call for redemption or such declaration of maturity from the Indenture Trustee signed by its
President, a Vice President, a Senior Trust Officer or a Trust Officer (the "Redemption
Demand"), at a redemption price 'equal to 100% of the principal amount thereof plus any accrued
interest thereon; provided; however, to the extent the Company pays or otherwise satisfies and
discharges the principal amount of and the interest accrued on the Bonds of the 2003 Pollution
Control Revenue Refunding Bonds in accordance with the Loan Agreement, the Company's
obligation to pay the redemption price of such Bonds of Pollution Control Series B shall be
deemed satisfied. Promptly after receipt of the redemption price, the Indenture Trustee shall
surrender the Bonds of Pollution Control Series B to be redeemed to the Corporate Trustee.
Upon the surrender of Bonds of Pollution Control Series B which are to be redeemed only in
part, the Company shall execute and the Corporate Trustee shall authenticate new Bonds of
Pollution Control Series B in an aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Bonds of Pollution Control Series B so surrendered.
Ifa Redemption Demand is rescinded by the Indenture Trustee by written notice to the Corporate
Trustee and the Company prior to the expiration of such 90 day period, the Redemption Demand
shall be automatically annulled; but no such rescission shall extend to or affect any subsequent
Redemption Demand.
At the time any 2003 Pollution Control Revenue Refunding Bonds 'cease to be
outstanding (other than by reason of the payment of principal of or interest on the 2003 Pollution
Control Revenue Refunding Bonds by the Insurer (as defined in the 2003 Humboldt County
Indenture) and other than those 2003 Pollution Control Revenue Refunding Bonds in lieu of or in
exchange or substitution for which other 2003 Pollution Control Revenue Refunding Bonds shall
have been authenticated and delivered), a corresponding principal amount of Bonds of Pollution
Control Series B bearing interest at the same rate and maturing on the same date as such 2003
Pollution Control Revenue Refunding Bonds shall be deemed to be no longer outstanding and
the Indenture Tru'Sfee shall surrender such bonds in such amounts to the Corporate Trustee.
To the extent Substitute Collateral (as defined in the 2003 Humboldt County
Indenture) is delivered to the Indenture Trustee and the other conditions specified in Section
4.04(0 of the Loan Agreement are satisfied, the Indenture TrUstee shall surrender to the
Corporate Trustee a corresponding principal amount of Bond~ °fPollution Control Series B.
On any day on which the 2003 Pollution Control Revenue Refunding Bonds are
subject to mandatory purchase pursuant to the 2003 Humboldt County Indenture, upon
satisfaction of the Conditions set forth in Section 4.04(g) of the Loan Agreement, the Company
may provide for the release of Bonds of Pollution Control Series B and the Indenture Trustee
shall surrender such Bonds of Pollution Control Series B to the Corporate Trustee.
SECTION 2. At the option of the registered holder, any Bonds of Pollution
Control Series B, 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 of Bonds of Pollution Control Series B of other authorized
denominations. ~
Bonds of Pollution Control Series B shall not be transferable excePt to any
successor trustee Under the 2003 Humboldt County Indenture, any such transfer to be made at the
office or agency of the Company in the Borough of Manhattan, The City of New York.
SECTION 3. The Bonds of Pollution Control Series B 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 Pollution Control Series B 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 Pollution Control Series B in
temporary form, as provided in Section 15 of the Original Indenture.
SECTION 5. Bonds of Pollution Control Series B 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,
and shall bear a legend c0nceming the restriction on transfer of the Bonds of Pollution Control
series B, as stated in Section 2 hereof, and a legend concerning voting restrictions on the Bonds
of Pollution Control Series B, as stated in Section 6 hereof.
SECTION 6. The holder of the Bonds of Pollution Control Series B shall attend
such meeting or meetings of bondholders under the Indenture or, at its option, deliver its proxy in
connection therewith, as related to matters with respect to which it is entitled to vote or consent.
So long as no Event of Default (as defined in the 2003 Humboldt County Indenture) shall have
occurred and be cgntinuing, either at any such meeting or meetings, or otherwise when the
consent of the holders of the Bonds issued under the Indenture is sought without a meeting, the
holder of the Bonds of Pollution Control Series B shall vote, or shall consent with respect
thereto, proportionately with the vote or consent of the holders of all other Bonds of the
Company then outstanding under the Indenture, the holders of which are eligible to vote or
consent, as indicated in a Bondholder's Certificate (as hereinafter defined) delivered to the holder
of the Bonds of Pollution Control Series B; provided, however, that the holder of the Bonds of
Pollution Control Series B shall not vote as such holder in favor of, or give its consent to, any
amendment or modification of the.Indenture which, if it were an amendment or modification of
the 2003 Humboldt County Indenture, would not be described in Section 12.01 of the 2003
Humboldt County Indenture without (a) the prior consent and approval, obtained in the manner
prescribed in Section 12.02 of the 2003 Humboldt County Indenture, of owners of the 2003
Pollution Control Revenue Refunding Bonds which would be required under said Section 12.02
for such an amendment or modification of the 2003 Humboldt County Indenture and (b) the
consent of the Insurer (as defined in the 2003 Humboldt County Indenture), unless an Insurer
Default (as defined in the 2003 Humboldt County Indenture) shall have occurred and be
continuing, in which event the consent of each Bank (as defined in the 2003 Humboldt County
Indenture) or each Obligor (as defined in the 2003 Humboldt County Indenture) on an Alternate
Liquidity Facility (as defined in the 2003 Humboldt County Indenture), as the case may be, shall
be required.
For purposes of this Section 6, "Bondholder's Certificate" means a certificate
signed by the temporary chairman, the temporary secretary, the permanent chairman, the
permanent secretary, or an inspector of votes at any meeting or meetings of bondholders under
the Indenture, or by the Corporate Trustee in the case of consents of such bondholders which are
sought without a meeting, which states what the signer thereof reasonably believes will be the
proportionate votes or consents of the holders of all Bonds (other than the Bonds of Pollution
Control Series B) outstanding under the Indenture and counted for the purposes of determining
whether such bondholders have approved or consented to the matter put before them.'
ARTICLE II
Issue of Bonds of Pollution Control Series B.
SECTION 7. :The BOnds of Pollution Control Series B for the aggregate
principal amount of Forty-nine Million Eight Hundred Thousand Dollars ($49,800,000) may be
executed by the C°mpany 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 provisi°ns of
Article V, Article VI or Article VII of the Indenture.
ARTICLE III
Covenants.
The Company hereby covenants, warrants and agrees:
"SECTION 8. That all the terms, conditions, provisos, covenants and provisions
contained in the Indenture shall affect and apply to the property hcrcinabove described and
conveyed and to thc estate, rights, obligations and duties of thc 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 thc Company at the time of thc execution of the Original Indenture and had been
NYB ?~7652 00714
,OSO Lg L 7 6
specifically and at length described in and conveyed to the Individual Trustee and (to the extent
of its legal capacity to hold the same fol' the purposes of the Indenture) the Corporate Trustee by
the Original Indenture as a part of the property therein stated to be conveyed.
SECTION 9. 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 and Thirty-eighth Supplemental Indentures, and this Thirty-
ninth 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
Pollution Control Series B, 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 10. 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 10, 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-ninth Supplemental Indenture, and in this
Thirty-ninth 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-ninth 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.
7J7
ARTICLE V
Miscellaneous Provisions.
All terms contained in the Thirty-ninth 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' W of the Second Supplemental Indenture.
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-ninth 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.
12
NYB :?:' .... ?652 00714 ~,~w.~ ..... : .....
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.
Robert W. Stahman
Secretary
IDAHO POWER COMPANY
Darrel T. Anderson
Vice President, Chief Financial Officer
and Treasurer
Executed, sealed and delivered by
IDAHO POWER COMPANY
in the presence of:
NYB 560410.8 37652 00714
13
DEUTSCHE BANK TRUST COMPANY
AMERI AS ~
Su~ran Johnson //
Vice President ~/
Attesti
\
Executed, sealed~ddelivered by
DEUTSCHE BANK TRUST
COMPANY AMERICAS,
in the presence of:
[L.S.]
Executed, sealed and delivered by
STANLEY BURG,
in the presence of:
NYB _5~6~410._8 3~7652 00714
14
720
STATE OF IDAHO )
) SS.:
COUNTY OF ADA )
On the 14th day of October, 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 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 tlfis certificate first above written.
N~ta~a~~' 7State o~aho
Commission expires July 17, 2004
NYB 560410.8 37652 00714
15
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the ]7 th day of October, 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 Street, 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 ibove written.
· ' q · 5~., :"' ~" ' ~ I '
Notary Pubhc, State of New ~ork ~:.:.:~7';~;5 C- ,' d .~
Re~stration ~01SA6040727 ~ ~;':*" ':" '/".'. "'
Qualified in New York CmmW % ,," ·
My Co~ission Expires April 2~}~006 -
16
NYB 560410.8 37652 00714
~, 21 :',:;1:1','.','.,":~:: !
STATE OF NEW YORK )
COUNTY OF NEW YORK )
On the /?th day of October, 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 certificate firs~a~ove written.
TracyXJ§ l~mann' - C./ ..
Notary Public, State of New York
Registration #01 SA6040727
Qualified in New York County ! :' '
My Commission Expires April 22~, 2006
NYB 560410.8 37652 00714
17'
723
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 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 14th day of October, 2003.
Notary Pu-'bfi'c, State of Idaho
Commission expires July 17, 2004
NYB 560410.8 37652 00714
18
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
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 pro~ /.-~NNw
Su.st(n Johns'o~n /) '
Vice President (.//
Sub/~ibed and sworn to before me
thi/~ J7 th ~y of October, 2003.
No t ~,t:~.~,~;i.S fa,t ~"0 f New York
P~gist~:~i~!~if)1 SA6040727
' Qualifi~,d ~ New York County
My Commission Expires April 24, 2006
NYB 560410.8 37652 00714
725
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
STANLEY BURG, being first duly sworn, upon oath, deposes and says: that he
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 ther ' .
Stanley, Bu~-g ]~ ~ J
Subscribed and sworn to before me
t/his _~ day of October, 2003.
'~(~:?~;~'O~;!i'~qd'in New York County
"¢~. 5jf?:(~y~ Co~ission Expires April 24, 2006
NYB 56.0~7652 00714
2O