Exhibit 4(a)(iii)
Executed in
100 Counterparts
of which this is
Counterpart No. ___
IDAHO POWER COMPANY
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
AND
STANLEY BURG,
As Trustees under its Mortgage and Deed of Trust dated as of October 1, 1937.
_______________
Thirty-eighth Supplemental Indenture
Dated as of May 15, 2003
TABLE OF CONTENTS1
| 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. |
SUPPLEMENTAL INDENTURE, dated as of the 15th day of May, 2003, made and entered into by and between IDAHO POWER COMPANY, a corporation of the State of Idaho (successor by merger to Idaho Power Company, a corporation of the State of Maine, hereinafter sometimes called the "Maine Company"), whose address is 1221 West Idaho Street, Boise, Idaho 83702-5627 (hereinafter sometimes called the "Company"), party of the first part, and DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a corporation of the State of New York, whose post office address is 60 Wall Street, New York, New York 10005 (hereinafter sometimes called the "Corporate Trustee"), and Stanley Burg (hereinafter sometimes called the "Individual Trustee"), parties of the second part (the Corporate Trustee and the Individual Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust dated as of October 1, 1937 hereinafter referred to; and
WHEREAS, the Maine Company has heretofore executed and delivered to the Trustees its Mortgage and Deed of Trust (hereinafter sometimes referred to as the "Original Indenture"), dated as of October 1, 1937, to secure the payment both of the principal of and interest and premium, if any, on all Bonds at any time issued and outstanding thereunder and to declare the terms and conditions upon which Bonds are to be issued thereunder; and
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:
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 |
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, 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 |
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 | 50,000,000 |
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 | 140,000,000 |
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 | 140,000,000 | 140,000,000 |
which bonds are hereinafter sometimes called bonds of the First through Thirty-fourth 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 One Hundred Million Dollars ($1,100,000,000); and
WHEREAS, the Company, in accordance with the provisions of the Indenture and pursuant to appropriate resolutions of its Board of Directors, has duly determined to make, execute and deliver to the Trustees this Thirty-eighth Supplemental Indenture to amend and supplement the Indenture for the purposes herein provided; and
WHEREAS, all things necessary to make the Original Indenture, as heretofore supplemented and as supplemented hereby, a valid and legally binding instrument for the security of the Bonds, have been performed:
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to increase the maximum amount of obligations to be secured by the Indenture, the Company has duly executed and delivered to the Trustees this Thirty-eighth Supplemental Indenture; and it is hereby covenanted, declared and agreed by and between the parties hereto, for the benefit of those who shall hold the Bonds and interest coupons, or any of them, issued and to be issued under the Indenture, as follows:
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 One Hundred Million Dollars ($1,100,000,000), provided, however, that the maximum amount of obligations to be secured by the Indenture may at any time and from time to time be further increased or decreased (but not below the amount of Bonds at the time outstanding thereunder) as provided in the Indenture.
ARTICLE II
The Trustees.
The Trustees hereby accept the trust hereby declared and provided and agree to perform the same upon the terms and conditions in the Original Indenture, as heretofore supplemented and as supplemented by this Thirty-eighth Supplemental Indenture, and in this Thirty-eighth Supplemental Indenture set forth, and upon the following terms and conditions:
The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Thirty-eighth Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company only.
ARTICLE III
Miscellaneous Provisions.
All terms contained in the Thirty-eighth 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 Thirty-eighth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original; but such counterparts together constitute but one and the same instrument.
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 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/ Darrel T. Anderson |
| Darrel T. Anderson |
| Vice President, Chief Financial Officer |
| and Treasurer |
| |
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/ Fran Martin |
DEUTSCHE BANK TRUST COMPANY AMERICAS |
|
By /s/ Susan Johnson |
| Susan Johnson |
| Vice President |
Attest: |
|
|
/s/ Annie Jagholtz |
| Associate |
|
|
Executed, sealed and delivered by |
| DEUTSCHE BANK TRUST |
| COMPANY AMERICAS, |
| in the presence of: |
|
/s/ David J. Rocco |
|
/s/ Jennifer Davis |
/s/ Stanley Burg [L.S.] |
Stanley Burg |
Executed, sealed and delivered by |
| STANLEY BURG, |
| in the presence of: |
|
/s/ David J. Rocco |
|
/s/ Jennifer Davis |
STATE OF IDAHO )
) ss.:
COUNTY OF ADA )
On the 23rd day of May, in the year 2003, before me personally came DARREL T. ANDERSON, to me known, who being by me duly sworn did depose and say that he resides at 1677 W. Spanish Bay Drive, Eagle, Idaho 83616; that he is the Vice President, Chief Financial Officer and Treasurer of Idaho Power Company, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order; the said DARREL T. ANDERSON, having personally appeared and known to me to be the Vice President, Chief Financial Officer and Treasurer of said corporation that executed the instrument, acknowledged to me that said corporation executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.
/s/ Mary Gray |
Mary Gray |
Notary Public, State of Idaho |
Commission expires July 17, 2004 |
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 29th day of May, in the year 2003, before me personally came Susan Johnson, to me known, who being by me duly sworn did depose and say that she resides at 154 East 46th, Brooklyn, New York; that she is a Vice President of Deutsche Bank Trust Company Americas, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that she signed her name thereto by like order; the said Susan Johnson, having personally appeared and known to me to be a Vice President of said corporation that executed the instrument, acknowledged to me that said corporation executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.
/s/ Tracy A. Salzmann |
Tracy A. Salzmann |
Notary Public, State of New York |
Registration #01SA6040727 |
Qualified in New York County |
My Commission Expires April 24, 2006 |
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 29th day of May, in the year 2003, before me, Tracy A. Salzmann, a Notary Public in and for the State of New York in the County of New York, personally appeared and came STANLEY BURG, to me known and known to me 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/ Tracy A. Salzmann |
Tracy A. Salzmann |
Notary Public, State of New York |
Registration #01SA6040727 |
Qualified in New York County |
My Commission Expires April 24, 2006 |
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.
/s/ Darrel T. Anderson
Subscribed and sworn to before me
this 23rd day of May, 2003.
/s/ Mary Gray
Mary Gray
Notary Public, State of Idaho
Commission expires July 17, 2004
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 provided for therein.
/s/ Susan Johnson
Subscribed and sworn to before me
this 29th day of May, 2003.
/s/ Tracy A. Salzmann
Tracy A. Salzmann
Notary Public, State of New York
Registration #01SA6040727
Qualified in New York County
My Commission Expires April 24, 2006
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 29th day of May, 2003.
/s/ Tracy A. Salzmann
Tracy A. Salzmann
Notary Public, State of New York
Registration #01SA6040727
Qualified in New York County
My Commission Expires April 24, 2006
