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IDAHO POWER COMPANY
TO
BANKERS TRUST COMPANY
AND
STANLEY BURG,
As Trustees under its Mortgage
and Deed of Trust dated as of
October 1, 1937.
---------------
Thirty-fifth Supplemental Indenture
providing among other things for Bonds of MTN Series C
Dated as of November 1, 2000
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<PAGE>
TABLE OF CONTENTS1
Page
Parties and Recitals................................................. 1
Granting Clause and Property Description............................. 4
DESCRIPTION OF BONDS OF MTN SERIES C
Section 1. General terms and redemption provisions................... 6
Section 2. Exchange and transfers of Bonds........................... 8
Section 3. Form of Bonds............................................. 8
Section 4. Temporary Bonds........................................... 8
ISSUE OF BONDS OF MTN SERIES C
Section 5. Issue of Bonds............................................ 8
COVENANTS
Section 6. Application of Original Indenture......................... 9
Section 7. Lawful ownership.......................................... 9
Section 8. Annual certificate as to defaults......................... 9
THE TRUSTEES
Acceptance of trust.................................................. 10
Recitals deemed made by the Company.................................. 10
MISCELLANEOUS PROVISIONS
Meanings of terms.................................................... 10
Ratification and Confirmation........................................ 10
Counterparts......................................................... 10
Testimonium.......................................................... 11
Signatures and seals................................................. 11
Acknowledgments...................................................... 13
Affidavits........................................................... 16
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1 This table of contents shall not have any bearing upon the
interpretation of this Supplemental Indenture.
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of the 1st day of November, 2000 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 BANKERS TRUST COMPANY, a corporation of
the State of New York whose post office address is Four Albany Street, New York,
N.Y. 10006 (hereinafter sometimes called the "Corporate Trustee"), and Stanley
Burg (hereinafter sometimes called the "Individual Trustee"), parties of the
second part (the Corporate Trustee and the Individual Trustee being hereinafter
together sometimes called the "Trustees"), as Trustees under the Mortgage and
Deed of Trust dated as of October 1, 1937 hereinafter referred to;
WHEREAS, the Maine Company has heretofore executed and delivered to the
Trustees its Mortgage and Deed of Trust (hereinafter sometimes referred to as
the "Original Indenture"), dated as of October 1, 1937, to secure the payment
both of the principal of and interest and premium, if any, on all Bonds at any
time issued and outstanding thereunder and to declare the terms and conditions
upon which Bonds are to be issued thereunder; and
WHEREAS, the Maine Company was merged into the Company on June 30, 1989;
and
WHEREAS, in order to evidence the succession of the Company to the Maine
Company and the assumption by the Company of the covenants and conditions of the
Maine Company in the Bonds and in the Original Indenture, as supplemented,
contained, and to enable the Company to have and exercise the powers and rights
of the Maine Company under the Original Indenture, as supplemented, in
accordance with the terms thereof, the Company executed and delivered to the
Trustees a Twenty-eighth Supplemental Indenture, dated as of June 30, 1989
(which supplemental indenture is hereinafter sometimes called the "Twenty-eighth
Supplemental Indenture"); and
WHEREAS, said Twenty-eighth Supplemental Indenture was recorded in the
records of the County of Elko, Nevada; the Counties of Baker, Grant, Harney,
Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear
Lake, Bingham, Blaine, Boise, Bonneville, Butte, Camas, Canyon, Caribou, Cassia,
Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln, Minidoka,
Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the
Counties of Lincoln and Sweetwater, Wyoming; and with the Secretary of State of
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:
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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
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,
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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, 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:
Principal Principal
Amount Amount
Series Issued 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 49,800,000
8.65% Series due 2000....................... 80,000,000 None
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Principal Principal
Amount Amount
Series Issued Outstanding
------ -------- ------------
9.50% Series due 2021....................... $75,000,000 $75,000,000
9.52% Series due 2031....................... 25,000,000 25,000,000
8% Series due 2004.......................... 50,000,000 50,000,000
8 3/4% Series due 2027...................... 50,000,000 50,000,000
Secured Medium-Term Notes, Series A......... 190,000,000 160,000,000
Secured Medium-Term Notes, Series B......... 197,000,000 197,000,000
which bonds are hereinafter sometimes called bonds of the First through
Thirty-first 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-fifth
Supplemental Indenture for the purposes herein provided, including the issuance
of a Thirty-second Series of Bonds under the Indenture, in the aggregate
principal amount of up to Two Hundred Million Dollars ($200,000,000), to be
designated as "First Mortgage Bonds, Secured Medium-Term Notes, Series C"
(herein sometimes called the "Bonds of MTN Series C"); 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 and
Thirty-fourth Supplemental Indentures; and
WHEREAS, all things necessary to make said Bonds of MTN Series C, 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-fifth Supplemental Indenture and the issue
of said Bonds as in this Thirty-fifth 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,
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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-fifth Supplemental Indenture and has
granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over and confirmed and by these presents does grant, bargain, sell,
release, convey, assign, transfer, mortgage, pledge, set over and confirm unto
Stanley Burg and (to the extent of its legal capacity to hold the same for the
purposes hereof) unto Bankers Trust Company, 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.
TOGETHER with all and singular the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder and remainders,
and (subject to the provisions of Section 57 of the Original Indenture) the
tolls, rents, revenues, issues, earnings, income, product and profits thereof,
and all the estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter acquire in and to
the aforesaid property and franchises and every part and parcel thereof.
It is not intended herein or hereby to include in or subject to the lien of
the Indenture, and the granting clauses hereof shall not be deemed to apply to,
(1) any revenues, earnings, rents, issues, income or profits of the mortgaged
and pledged property, or any bills, notes or accounts receivable, contracts or
choses in action, except to the extent permitted by law in case a completed
default specified in Section 65 of the Indenture shall have occurred and be
continuing and either or both of the Trustees, or a receiver or trustee, shall
have entered upon or taken possession of the mortgaged and pledged property, or
(2) in any case, unless specifically subjected to the lien thereof, any bonds,
notes, evidences of indebtedness, shares of stock, or other securities or any
cash (except cash deposited with the Corporate Trustee pursuant to any
provisions of the Indenture) or any goods, wares, merchandise, equipment or
apparatus manufactured or acquired for the purpose of sale or resale in the
usual course of business.
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,
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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 and Thirty-fourth Supplemental Indentures and this Thirty- fifth
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:
ARTICLE I
Description of Bonds of MTN Series C.
SECTION 1. The Thirty-second Series of Bonds to be executed, authenticated
and delivered under and secured by the Indenture shall be Bonds of MTN Series C,
designated as "First Mortgage Bonds, Secured Medium-Term Notes, Series C" of the
Company. The Bonds of MTN Series C 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-fourth
Supplemental Indentures or by this Thirty-fifth Supplemental Indenture. Bonds of
MTN Series C shall be issued from time to time in an aggregate principal amount
not to exceed $200,000,000, be issued as registered Bonds without coupons in the
denominations of $1,000 or in any multiple thereof; each Bond of MTN Series C
shall mature on such date not less than nine months nor more than forty 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
order referring to this Thirty-fifth 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 C 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-fifth Supplemental Indenture and at maturity or upon earlier
redemption (each an interest payment date). Interest on Bonds of MTN Series C
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-fifth Supplemental Indenture.
Notwithstanding the foregoing, so long as there is no existing default in
the payment of interest on the Bonds of MTN Series C, all Bonds of MTN Series C
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
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<PAGE>
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 C is registered at the close of
business on any Record Date with respect to any interest payment date shall be
entitled to receive the interest payable on such interest payment date,
notwithstanding the cancellation of such Bond of MTN Series C, 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 C 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 C which bear interest at a
fixed rate shall mean March 15 for interest payable April 1 and September 15 for
interest payable October 1; for Bonds of MTN Series C 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 month preceding such interest payment date if such interest
payment date is the first day of a calender month, as determined by the Board of
Directors and set forth in a resolution filed with the Corporate Trustee
referring to this Thirty-fifth Supplemental Indenture; and for Bonds of MTN
Series C 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 C
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 C, 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 C 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 C 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 of MTN Series C may be redeemable at the option 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,
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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-fifth
Supplemental Indenture
SECTION 2. At the option of the registered holder, any Bonds of MTN Series
C, 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 C of other authorized
denominations. Bonds of MTN Series C 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.
Bonds of MTN Series C 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
C 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 C so called or selected for
redemption.
SECTION 3. The Bonds of MTN Series C 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 C 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 C in temporary form, as provided in Section 15 of the Original Indenture.
ARTICLE II
Issue of Bonds of MTN Series C.
SECTION 5. The Bonds of MTN Series C for the aggregate principal amount of
up to Two Hundred Million Dollars ($200,000,000) 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
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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 Company and Trustees and the beneficiaries of the trust with
respect to said property, and to the Trustees and their successors as trustees
of said property, in the same manner and with the same effect as if the said
property had been owned by the Company at the time of the execution of the
Original Indenture and had been specifically and at length described in and
conveyed to the Individual Trustee and (to the extent of its legal capacity to
hold the same for the purposes of the Indenture) the Corporate Trustee by the
Original Indenture as a part of the property therein stated to be conveyed.
SECTION 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 and Thirty-fourth Supplemental
Indentures, and this Thirty- fifth Supplemental Indenture, good right and lawful
authority to mortgage and pledge the mortgaged and pledged property described
therein, as provided in and by the Indenture; and that such mortgaged and
pledged property is, at the actual date of the initial issue of the Bonds of MTN
Series C, 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 2000, 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.
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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-fifth Supplemental
Indenture, and in this Thirty-fifth Supplemental Indenture set forth, and upon
the following terms and conditions:
The Trustees shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Thirty-fifth
Supplemental Indenture or the due execution hereof by the Company or
for or in respect of the recitals contained herein, all of which
recitals are made by the Company only.
ARTICLE V
Miscellaneous Provisions.
All terms contained in the Thirty-fifth Supplemental Indenture shall, for
all purposes hereof, have the meanings given to such terms in Article I of the
Original Indenture, as amended by Article IV of the Second Supplemental
Indenture.
Except as hereby expressly amended and supplemented, the Original Indenture
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-fifth Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original;
but such counterparts together constitute but one and the same instrument.
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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 Bankers Trust Company, 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
By /s/ J. LaMont Keen
--------------------------------
J. LaMont Keen
Senior Vice President-
Administration and Chief
Financial Officer.
Attest:
/s/ Robert W. Stahman
---------------------------------
Robert W. Stahman
Secretary
Executed, sealed and delivered by
IDAHO POWER COMPANY
in the presence of:
/s/ Teresa Meeker
---------------------------------
/s/ Joanne Butler
---------------------------------
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BANKERS TRUST COMPANY
By /s/ Carol Ng
---------------------------
Carol Ng
Vice President
Attest:
/s/ Daniel M. Chipko
---------------------------------
Daniel M. Chipko
Associate
Executed, sealed and delivered by
BANKERS TRUST COMPANY,
in the presence of:
/s/ John Cosetti
---------------------------------
/s/ Annie Sinanian
---------------------------------
/s/ Stanley Burg [L.S.]
--------------------------------
Stanley Burg
Executed, sealed and delivered by
STANLEY BURG,
in the presence of:
/s/ John Cosetti
---------------------------------
/s/ Annie Sinanian
---------------------------------
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STATE OF IDAHO )
) ss.:
COUNTY OF ADA )
On the 17th day of November, in the year 2000, before me personally came J.
LAMONT KEEN, to me known, who being by me duly sworn did depose and say that he
resides at 1692 East Seaport Ct., Boise, Idaho 83706; that he is the Senior Vice
President-Administration 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 J. LAMONT KEEN having personally appeared and known to me to be
the Senior Vice President-Administration 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/ Mary Gray
--------------------------------
Mary Gray
Notary Public, State of Idaho
Commission Expires July 17, 2004
-13-
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 20th day of November, in the year 2000, before me personally came
CAROL NG, to me known, who being by me duly sworn did depose and say that she
resides at 246-23 Van Zandt Ave., Douglaston, NY 11362; that she is a Vice
President of Bankers Trust Company, 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 CAROL NG, 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.
/s/ Margaret Bereza
------------------------------------
Margaret Bereza
Notary Public, State of New York
No. 31-5023900
Qualified in New York County
Certificate filed in New York County
Commission Expires 2/22/2002
-14-
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 20th day of November, in the year 2000, before me, Margaret Bereza,
a Notary Public in and for the State of New York in the County of New York,
personally appeared and came STANLEY BURG, to me known and known to me to be the
person described in and who executed the within and foregoing instrument and
whose name is subscribed thereto and acknowledged to me that he executed the
same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year in this certificate first above written.
/s/ Margaret Bereza
------------------------------------
Margaret Bereza
Notary Public, State of New York
No. 31-5023900
Qualified in New York County
Certificate filed in New York County
Commission Expires 2/22/2002
-15-
<PAGE>
STATE OF IDAHO )
) ss.:
COUNTY OF ADA )
J. LAMONT KEEN, being first duly sworn, upon oath, deposes and says: that
he is an officer, to wit, the Senior Vice President-Administration 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/ J. LaMont Keen
------------------------------------
J. LAMONT KEEN
Subscribed and sworn to before me
this 17th day of November, 2000.
/s/ Mary Gray
---------------------------------
Mary Gray
Notary Public, State of Idaho
Commission Expires July 17, 2004
-16-
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
CAROL NG, being first duly sworn, upon oath, deposes and says: that she is
an officer, to wit, a Vice President of Bankers Trust Company, a corporation,
one of the mortgagees and trustees named in the foregoing indenture or mortgage,
and makes this affidavit on behalf of said Bankers Trust Company; that said
indenture or mortgage is made in good faith without any design to hinder, delay
or defraud creditors, to secure the indebtedness mentioned or provided for
therein.
/s/ Carol Ng
------------------------------------
Carol Ng
Subscribed and sworn to before me
this 20th day of November, 2000
/s/ Margaret Bereza
----------------------------------
Margaret Bereza
Notary Public, State of New York
No. 31-5023900
Qualified in New York County
Certificate filed in New York County
Commission Expires 2/22/2002
-17-
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
STANLEY BURG, being first duly sworn, upon oath, deposes and says: that he
is one of the mortgagees and trustees named in the foregoing indenture or
mortgage; that said indenture or mortgage is made in good faith without any
design to hinder, delay or defraud creditors, to secure the indebtedness
mentioned or provided for therein.
/s/ Stanley Burg
------------------------------------
STANLEY BURG
Subscribed and sworn to before me
this 20th day of November, 2000.
/s/ Margaret Bereza
---------------------------------
Margaret Bereza
Notary Public, State of New York
No. 31-5023900
Qualified in New York County
Certificate filed in New York County
Commission Expires 2/22/2002
-18-
