Forty-second Supplemental Indenture Dated as of May 1, 2007
Exhibit 4
Executed in
75 Counterparts
of which this is
Counterpart No. ___
IDAHO POWER COMPANY
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
AND
XXXXXXX XXXX,
As Trustees under its Mortgage and Deed of Trust dated as of October 1, 1937.
_______________
Forty-second Supplemental Indenture
Dated as of May 1, 2007
TABLE OF CONTENTS[1]
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
[1] This table of contents shall not have any bearing upon the interpretation of this Supplemental Indenture.
i
SUPPLEMENTAL INDENTURE, dated as of the first day of May, 2007, 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 0000 Xxxx Xxxxx Xxxxxx, Xxxxx, Xxxxx 00000-0000 (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 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter sometimes called the "Corporate Trustee"), and Xxxxxxx Xxxx (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
WHEREAS, the Maine Company was merged into the Company on June 30, 1989; and
WHEREAS, in order to evidence the succession of the Company to the Maine Company and the assumption by the Company of the covenants and conditions of the Maine Company in the Bonds and in the Original Indenture, as supplemented, contained, and to enable the Company to have and exercise the powers and rights of the Maine Company under the Original Indenture, as supplemented, in accordance with the terms thereof, the Company executed and delivered to the Trustees a Twenty-eighth Supplemental Indenture, dated as of June 30, 1989 (which supplemental indenture is hereinafter sometimes called the "Twenty-eighth Supplemental Indenture"); and
WHEREAS, said Twenty-eighth Supplemental Indenture was recorded in the records of the County of Elko, Nevada; the Counties of Baker, Grant, Xxxxxx, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Xxxxxxx, Xxxxxx, Boise, Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Xxxxxx, Gem, Gooding, Idaho, Xxxxxxxxx, Xxxxxx, 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:
|
Designation |
Dated as of |
|
First Supplemental Indenture |
July 1, 1939 |
|
Second Supplemental Indenture |
November 15, 1943 |
|
Third Supplemental Indenture |
February 1, 1947 |
|
Fourth Supplemental Indenture |
May 1, 1948 |
|
Fifth Supplemental Indenture |
November 1, 1949 |
|
Sixth Supplemental Indenture |
October 1, 1951 |
|
Seventh Supplemental Indenture |
January 1, 1957 |
|
Eighth Supplemental Indenture |
July 15, 1957 |
|
Ninth Supplemental Indenture |
November 15, 1957 |
|
Tenth Supplemental Indenture |
April 1, 1958 |
|
Eleventh Supplemental Indenture |
October 15, 1958 |
|
Twelfth Supplemental Indenture |
May 15, 1959 |
|
Thirteenth Supplemental Indenture |
November 15, 1960 |
|
Fourteenth Supplemental Indenture |
November 1, 1961 |
|
Fifteenth Supplemental Indenture |
September 15, 1964 |
|
Sixteenth Supplemental Indenture |
April 1, 1966 |
|
Seventeenth Supplemental Indenture |
October 1, 1966 |
|
Eighteenth Supplemental Indenture |
September 1, 1972 |
|
Nineteenth Supplemental Indenture |
January 15, 1974 |
|
Twentieth Supplemental Indenture |
August 1, 1974 |
|
Twenty-first Supplemental Indenture |
October 15, 1974 |
|
Twenty-second Supplemental Indenture |
November 15, 1976 |
|
Twenty-third Supplemental Indenture |
August 15, 1978 |
|
Twenty-fourth Supplemental Indenture |
September 1, 1979 |
|
Twenty-fifth Supplemental Indenture |
November 1, 1981 |
|
Twenty-sixth Supplemental Indenture |
May 1, 1982 |
|
Twenty-seventh Supplemental Indenture |
May 1, 1986 |
|
Twenty-ninth Supplemental Indenture |
January 1, 1990 |
|
Thirtieth Supplemental Indenture |
January 1, 1991 |
|
Thirty-first Supplemental Indenture |
August 15, 1991 |
|
Thirty-second Supplemental Indenture |
March 15, 1992 |
|
Thirty-third Supplemental Indenture |
April 1, 1993 |
|
Thirty-fourth Supplemental Indenture |
December 1, 1993 |
|
Thirty-fifth Supplemental Indenture |
November 1, 2000 |
|
Thirty-sixth Supplemental Indenture |
October 1, 2001 |
|
Thirty-seventh Supplemental Indenture |
April 1, 2003 |
|
Thirty-eighth Supplemental Indenture |
May 15, 2003 |
|
Thirty-ninth Supplemental Indenture |
October 1, 2003 |
|
Fortieth Supplemental Indenture |
May 1, 2005 |
|
Forty-first Supplemental Indenture |
October 1, 2006 |
|
2 |
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, Xxxxxx, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Xxxxxxx, Xxxxxx, Boise, Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Xxxxxxxxx, Xxxxxx, Lemhi, Xxxxxxx, 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:
|
3 |
|
Series |
Principal Amount Issued |
Principal Amount Outstanding |
|
3-3/4% Series due 1967 |
$18,000,000 |
None |
|
3-1/8% Series due 1973 |
18,000,000 |
None |
|
2-3/4% Series due 1977 |
5,000,000 |
None |
|
3% Series due 1978 |
10,000,000 |
None |
|
2-3/4% Series due 1979 |
12,000,000 |
None |
|
3-1/4% Series due 1981 |
15,000,000 |
None |
|
4-1/2% Series due 1987 |
20,000,000 |
None |
|
4-3/4% Series due 1987 |
15,000,000 |
None |
|
4% Series due April 1988 |
10,000,000 |
None |
|
4-1/2% Series due October 1988 |
15,000,000 |
None |
|
5% Series due 1989 |
15,000,000 |
None |
|
4-7/8% Series due 1990 |
15,000,000 |
None |
|
4-1/2% Series due 1991 |
10,000,000 |
None |
|
5-1/4% Series due 1996 |
20,000,000 |
None |
|
6-1/8% Series due 1996 |
30,000,000 |
None |
|
7-3/4% Series due 2002 |
30,000,000 |
None |
|
8-3/8% Series due 2004 |
35,000,000 |
None |
|
10% Series due 2004 |
50,000,000 |
None |
|
8-1/2% Series due 2006 |
30,000,000 |
None |
|
9% Series due 2008 |
60,000,000 |
None |
|
10-1/4% Series due 2003 |
62,000,000 |
None |
|
First Mortgage Bonds, 1984 Series |
10,100,000 |
None |
|
16.10% Series due 1991-1992 |
50,000,000 |
None |
|
Pollution Control Series A |
49,800,000 |
None |
|
8.65% Series due 2000 |
80,000,000 |
None |
|
9.50% Series due 2021 |
75,000,000 |
None |
|
9.52% Series due 2031 |
25,000,000 |
None |
|
8% Series due 2004 |
50,000,000 |
None |
|
8 3/4% Series due 2027 |
50,000,000 |
None |
|
Secured Medium-Term Notes, Series A |
190,000,000 |
None |
|
Secured Medium-Term Notes, Series B |
197,000,000 |
80,000,000 |
|
Secured Medium-Term Notes, Series C |
200,000,000 |
200,000,000 |
|
Secured Medium-Term Notes, Series D |
200,000,000 |
200,000,000 |
|
Secured Medium-Term Notes, Series E |
245,000,000 |
245,000,000 |
|
Pollution Control Series B |
49,800,000 |
49,800,000 |
|
Secured Medium Term Notes, Series F |
60,000,000 |
60,000,000 |
|
Pollution Control Series C |
116,300,000 |
116,300,000 |
which bonds are hereinafter sometimes called bonds of the First through Thirty-seventh Series; and
WHEREAS, Section 22 and Section 121 of the Indenture provide that the Company may amend the Indenture to increase the maximum amount of the obligations to be secured by the Indenture by executing and delivering to the Trustees a supplemental indenture specifying the maximum amount of such obligations thereafter to be secured by the Indenture as so amended, and the Company has determined so to increase the maximum amount of obligations to be secured by the Indenture to One Billion Five Hundred Million Dollars ($1,500,000,000); and
WHEREAS, the Company, in accordance with the provisions of the Indenture and pursuant to appropriate resolutions of its Board of Directors, has duly determined to make, execute and deliver to the Trustees this Forty-second Supplemental Indenture to amend and supplement the Indenture for the purposes herein provided; and
WHEREAS, all things necessary to make the Original Indenture, as heretofore supplemented and as supplemented hereby, a valid and legally binding instrument for the security of the Bonds, have been performed:
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in consideration of the premises and of One Dollar to
it duly paid by the Trustees at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, and in order to increase
the maximum amount of obligations to be secured by the Indenture, the Company
has duly executed and delivered to the Trustees this Forty-second Supplemental
Indenture; and it is hereby covenanted, declared and agreed by and between the
parties hereto, for the benefit of those who shall hold the Bonds and interest
coupons, or any of them, issued and to be issued under the Indenture, as
follows:
4
ARTICLE I
Maximum Amount of Obligations to be Secured by the Indenture.
Pursuant to Section 22 and Section 121 of the Indenture, the maximum amount of obligations to be secured by the Indenture is hereby increased to One Billion Five Hundred Million Dollars ($1,500,000,000), provided, however, that the maximum amount of obligations to be secured by the Indenture may at any time and from time to time be further increased or decreased (but not below the amount of Bonds at the time outstanding thereunder) as provided in the Indenture.
ARTICLE
II
The Trustees.
The Trustees hereby accept the trust hereby declared and provided and agree to perform the same upon the terms and conditions in the Original Indenture, as heretofore supplemented and as supplemented by this Forty-second Supplemental Indenture, and in this Forty-second Supplemental Indenture set forth, and upon the following terms and conditions:
The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Forty-second Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company only.
ARTICLE
III
Miscellaneous Provisions.
All terms contained in the Forty-second Supplemental Indenture shall, for all purposes hereof, have the meanings given to such terms in Article I of the Original Indenture, as amended by Article IV of the Second Supplemental Indenture.
Except as hereby expressly amended and supplemented, the Original Indenture as heretofore amended and supplemented is in all respects ratified and confirmed, and all the terms and provisions thereof shall be and remain in full force and effect.
This Forty-second Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original; but such counterparts together constitute but one and the same instrument.
5
IN WITNESS WHEREOF, Idaho Power Company, party hereto of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and sealed by its President or a Vice President and its corporate seal to be attested by its Secretary or an Assistant Secretary for and on its behalf, and Deutsche Bank Trust Company Americas, one of the parties hereto of the second part, in token of its acceptance of the trust hereby created has caused its corporate name to be hereunto affixed and this instrument to be signed and sealed by two of its Vice Presidents and its corporate seal to be attested by one of its officers and Xxxxxxx Xxxx, 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
By /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Senior Vice President - Administrative Services
and Chief Financial Officer
Attest:
/s/ Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx
Secretary
Executed, sealed and delivered by
IDAHO POWER COMPANY
in the presence of:
/s/ Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxx
6
DEUTSCHE BANK TRUST COMPANY AMERICAS
By/s/ Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx
Director
By/s/ Xxxxx Xxxx
Xxxxx Xxxx
Vice President
Attest:
/s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Account Administrator
Executed, sealed and delivered by
DEUTSCHE BANK TRUST
COMPANY AMERICAS,
in the presence of:
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
/s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
/s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx
Executed, sealed and delivered by
XXXXXXX XXXX,
in the presence of:
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
/s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
7
STATE OF IDAHO )
) ss.:
COUNTY OF ADA )
On the 4th day of May, in the year 2007, before me personally came XXXXXX X. XXXXXXXX, to me known, who being by me duly sworn did depose and say that he resides at 0000 X. Xxxxxxx Xxx Xxxxx, Xxxxx, Xxxxx 00000; that he is the Senior Vice President - Administrative Services and Chief Financial Officer, of Idaho Power Company, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order; the said XXXXXX X. XXXXXXXX, having personally appeared and known to me to be the Senior Vice President - Administrative Services and Chief Financial Officer of said corporation that executed the instrument, acknowledged to me that said corporation executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.
/s/ Xxxx Xxxx
Xxxx Xxxx
Notary Public, State of Idaho
Commission expires July 17, 2010
8
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 8th day of May, in the year 2007, before me personally came Xxxxxxx X. Xxxxxxxxxx and Xxxxx Xxxx, to me known, who being by me duly sworn did depose and say that they are, respectively, Director and Vice President of Deutsche Bank Trust Company Americas, one of the corporations described in and which executed the above instrument; that each knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that each signed his/her name thereto by like order; the said Xxxxxxx X. Xxxxxxxxxx and Xxxxx Xxxx, having personally appeared and known to me to each be, respectively, Director and Vice President of said corporation that executed the instrument, acknowledged to me that said corporation executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.
/s/ Xxxxx Xxxxxxxxxxxxx
Xxxxx Xxxxxxxxxxxxx
Notary Public, State of New York
Registration #01JA6062022
Qualified in New York County
My Commission Expires September 23, 2009
9
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 9th day of May, in the year 2007, before me, Xxxxx Xxxxxxxxxxxxx, a Notary Public in and for the State of New York in the County of New York, personally appeared and came XXXXXXX XXXX, to me known and known to me to be the person described in and who executed the within and foregoing instrument and whose name is subscribed thereto and acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.
/s/ Xxxxx Xxxxxxxxxxxxx
Xxxxx Xxxxxxxxxxxxx
Notary Public, State of New York
Registration #01JA6062022
Qualified in New York County
My Commission Expires September 23, 2009
10
STATE OF IDAHO )
) ss.:
COUNTY OF ADA )
XXXXXX X. XXXXXXXX, being first duly sworn, upon oath, deposes and says: that he is an officer, to wit, the Senior Vice President - Administrative Services and Chief Financial Officer of Idaho Power Company, a corporation, the mortgagor described in the foregoing indenture or mortgage, and makes this affidavit on behalf of said Idaho Power Company; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned to be thereby secured.
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx
X. Xxxxxxxx
Subscribed and sworn to before me
this 4th day of May, 2007.
/s/ Xxxx Xxxx
Xxxx Xxxx
Notary Public, State of Idaho
Commission expires July 17, 2010
11
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
Xxxxxxx X. Xxxxxxxxxx and Xxxxx Xxxx, being first duly sworn, upon oath, depose and say: that each is an officer, to wit, Director and a Vice President of Deutsche Bank Trust Company Americas, a corporation, one of the mortgagees and trustees named in the foregoing indenture or mortgage, and makes this affidavit on behalf of said Deutsche Bank Trust Company Americas; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein.
/s/ Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx
Subscribed and sworn to before me
this 8th day of May, 2007.
/s/ Xxxxx Xxxxxxxxxxxxx
Xxxxx Xxxxxxxxxxxxx
Notary Public, State of New York
Registration #01JA6062022
Qualified in New York County
My Commission Expires September 23,
2009
12
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
XXXXXXX XXXX, being first duly sworn, upon oath, deposes and says: that he is one of the mortgagees and trustees named in the foregoing indenture or mortgage; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein.
/s/ Xxxxxxx Xxxx
Xxxxxxx Xxxx
Subscribed and sworn to before me
this 9th day of May, 2007.
/s/ Xxxxx Xxxxxxxxxxxxx
Xxxxx Xxxxxxxxxxxxx
Notary Public, State of New York
Registration #01JA6062022
Qualified in New York County
My Commission Expires September 23,
2009
13
