Executed in
100 Counterparts
of which this is
Counterpart No. ___
================================================================================
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-sixth Supplemental Indenture
providing among other things for Bonds of MTN Series D
Dated as of October 1, 2001
================================================================================
TABLE OF CONTENTS/1/
Page
Parties and Recitals..........................................................1
Granting Clause and Property Description......................................5
ARTICLE I Description of Bonds of MTN Series D
Section 1. General terms and redemption provisions...........................14
Section 2. Exchange and transfers of Bonds...................................15
Section 3. Form of Bonds.....................................................16
Section 4. Temporary Bonds...................................................16
ARTICLE II Issue of Bonds of MTN Series D
Section 5. Issue of Bonds....................................................16
ARTICLE III Covenants
Section 6. Application of Original Indenture.................................16
Section 7. Lawful ownership..................................................17
Section 8. Annual certificate as to defaults.................................17
ARTICLE IV Amendments to Indenture
Section 9. Amendment to Article XVIII........................................17
Section 10. Amendment to Sections 3 and 7....................................23
ARTICLE V The Trustees
Acceptance of trust..........................................................23
Recitals deemed made by the Company..........................................23
ARTICLE VI Miscellaneous Provisions
Meanings of terms............................................................23
Ratification and Confirmation................................................23
Counterparts.................................................................23
Testimonium..................................................................24
Signatures and seals.........................................................24
Acknowledgments..............................................................26
Affidavits...................................................................29
------------------------
/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 September, 2001 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; 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
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,
2
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
Series Amount Amount
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 75,000,000
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 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
Secured Medium-Term Notes, Series C 200,000,000 200,000,000
which bonds are hereinafter sometimes called bonds of the First through
Thirty-second Series; and
3
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-sixth
Supplemental Indenture for the purposes herein provided, including the issuance
of a Thirty-third 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 D"
(herein sometimes called the "Bonds of MTN Series D"); and
WHEREAS, in the Twenty-third Supplemental Indenture, the Company reserved
the right, without any consent or other action by bondholders of bonds of the
2008 Series, or of any subsequent series, to amend the Indenture in certain
respects; and
WHEREAS, no bonds issued prior to the 2008 Series remain outstanding, and
the Company has determined to exercise its right to amend the Indenture as
provided in the Twenty-third Supplemental Indenture; 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 and Thirty-fifth Supplemental Indentures; and
WHEREAS, all things necessary to make said Bonds of MTN Series D, 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-sixth Supplemental Indenture and the issue
of said Bonds as in this Thirty-sixth 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-sixth
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
4
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 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
Swan Falls Hydro Ada County, Idaho
Milner Hydro Project Twin Falls County, Idaho
(1) The Company's 50% share of the North Valmy #2 Steam Plant, located in
Humbolt County, Nevada
(2) Cascade Dam Power Development located on North Fork Payette River in Valley
County, Idaho
111 - The Company's 50% share of the North Valmy plant located in Humboldt
County, Nevada
11H - The fifth unit of the Brownlee Power Plant located in Adams County, on the
Snake River
TRANSMISSION LINES & SYSTEMS
909 Imnaha-Divide Creek (20.23) Miles 230 IV (sold) Wallowa County, Oregon
219 Gem-Caldwell 0.03 Miles added 69KV Canyon County, Idaho
236 Evergreen Tap 0.02 Miles added 69KV Adams County, Idaho
453 Gowen Tap 1.99 Miles 138KV Ada County, Idaho
456 HP-Eagle Tap 2.54 Miles 138KV Ada County, Idaho
459 Locust-Blackcat 7.01 Miles 138KV Ada County, Idaho
172 - EastgateRusset 2.12 miles 138 Kv line Twin Falls County, Idaho
169 - Pioneer Transmission Line Regulating Station Bingham County, Idaho
170 - Milner 138KV Transmission Line Cassia County, Idaho
171 - Caldwell/Homedale - 3.5 Miles 69KV Line SSI Canyon County, Idaho
167 - Hazelton A CSPP Protection & Relay Facility Jerome County, Idaho
168 - Portneuf 138 KV Tap - consisting of 5 miles of single circuit 138 KV
transmission line from the Freemont-Terry line of Portneuf substation,
all located in Bannock County, Idaho
5
165 - Midpoint/Silver/Wood River 138 Kv line - consisting of approximately 69
miles of 138 Kv single and two pole transmission line between the Midpoint
Substation, the Silver Substation and the Wood River Substation, located
in Lincoln and Blaine Counties, Idaho
166 - Hewlett-Packard 138 Kv Tap - consisting of approximately .82 miles of
single pole 138 Kv line from structure #21 of the Locust Tap line to the
Hewlett-Packard Substation, all located in Ada County, Idaho
--------------------------------------------------------------------------------
158 - Midpoint, 500 Kv yard Jerome County, Idaho
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
159 - Mitchell Butte CSPP,
Protection & Relay Facility Malheur County, Oregon
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
160 - Magic Reservoir CSPP, Protection & Relay Facility Blaine County, Idaho
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
161 - Bypass CSPP, Protection & Relay Facility Jerome County, Idaho
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
162 - Dietrich Drop CSPP, Protection & Relay Facility Lincoln County, Idaho
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
163 - Bypass CSPP, 138 Kv Tap - consisting of approximately 100' of 138 Kv
transmission line connecting Bypass CSPP with Idaho Power Company's
line 443, all in Jerome County, Idaho
164 - Dietrich Drop CSPP, 69 Kv Tap - consisting of approximately one mile
of 69 Kv transmission line connecting Dietrich Drop CSPP with Idaho
Power Company's line 128, all in Lincoln County, Idaho
-------------------------- ---------------------------- ------------------------
154 - Lucky Peak 138 Kv Switchyard Ada County, Idaho
-------------------------- ---------------------------- ------------------------
-------------------------- ---------------------------- ------------------------
155 - Meg 69 Kv Regulator Station Owyhee County, Idaho
-------------------------- ---------------------------- ------------------------
156 - Lucky Peak 138 Kv line - consisting of approximately 4.5 miles of double
circuit 138 Kv transmission line from a point on the Boise Bench - Lower
Malad 138 Kv line to the Lucky Peak Power Plant, all located in Ada
County, Idaho
157 - Mountain Home Air Base Tap - consisting of 1.35 miles of 138 Kv single
pole and 4.98 miles of 139 Kv H-Frame transmission line to supply
Mountain Home Air Force Base, all located in Elmore County, Idaho
150 - Pocatello/Inkom Junction 46 Kv line - consisting of 9.8 miles which
connects Idaho Power Company's line 126 (Pocatello - Halliday Jct - City
Limits 46 Kv) with line 164 (Mink Creek Loop 46 Kv) and line 122 (Inkom
Jct - Idaho Portland Cement Co.), all located in Bannock County, Idaho
-------------------------- ---------------------------- ------------------------
151 - Schaffner CSPP Protection & Relay Facility Lemhi County, Idaho
-------------------------- ---------------------------- ------------------------
-------------------------- ---------------------------- ------------------------
152 - Crystal Springs CSPP Protection & Relay Facility Twin Falls County, Idaho
-------------------------- ---------------------------- ------------------------
6
153 - Schaffner CSPP 69 Kv Tap - consisting of approximately 2900' if
transmission line connecting Schaffner CSPP with Idaho Power Company's
line 238, all in Lemhi County, Idaho
-------------------------- ---------------------------- ------------------------
147 - Phosphate CSPP Protection & Relay Facility Power County, Idaho
-------------------------- ---------------------------- ------------------------
148 - Boise Cascade Cogeneration 69 Kv Tap - An 800 foot long 69 Kv
transmission line tap from the existing Boise Cascade 69 Kv "sawmill" tap
line to the Boise Cascade 15 MVA Cogeneration Project Substation, all in
Gem County, Idaho
149 - Eagle Picher - 69 Kv Tap to Hope Sub - A 69 Kv tap line to the Hope
Substation, all in Malheur County, Oregon
-------------------------- ---------------------------- ------------------------
139 - Evergreen CSPP Protection & Relay Facility Adams County, Idaho
-------------------------- ---------------------------- ------------------------
140 - Cedar Draw CSPP Protection & Relay Facility Twin Falls County, Idaho
-------------------------- ---------------------------- ------------------------
141 - Rock Creek CSPP Protection & Relay Facility Twin Falls County, Idaho
-------------------------- ---------------------------- ------------------------
142 - Dunaway CSPP Protection & Relay Facility Malheur County, Idaho
-------------------------- ---------------------------- ------------------------
143 - Owyhee Dam CSPP Protection & Relay Facility Malheur County, Idaho
-------------------------- ---------------------------- ------------------------
144 - Boise Cascade CSPP Protection & Relay Facility Gem County, Idaho
-------------------------- ---------------------------- ------------------------
145 - Pigeon Cove CSPP Protection & Relay Facility Twin Falls County, Idaho
-------------------------- ---------------------------- ------------------------
146 - Low Line Canal CSPP Protection & Relay Facility Twin Falls County, Idaho
-------------------------- ---------------------------- ------------------------
16E - Cedar Draw 46 Kv Tap - A 69 Kv tap line operating at 46 Kv starting at
the Thousand Springs-Twin Falls 46 Kv line and running 2.0 miles north to
the Cedar Draw CSPP Plant all in Twin Falls County, Idaho
16F - Pigeon Cove 46 Kv tap - A 69 Kv tap line operating at 46 Kv starting at
the Cedar Draw 46 Kv Tap and running 3.04 miles east to the Pigeon Cove
CSPP Plant all in Twin Falls County, Idaho
6C - Evergreen 69 Kv Tap - A 69 Kv tap line starting at the Council-New
Meadows 69 Kv line and running .25 miles west to the Evergreen CSPP Plant
all in Adams County, Idaho
19B - Low Line Canal 46 Kv Tap - A 69 Kv tap line operating at 46 Kv starting
at the Artesian 46 Kv line and running 4.4 miles west to the Low Line
Canal CSPP Plant all in Twin Falls County, Idaho
3B - Micron 138 Kv Loop - A 138 Kv loop staring at the Boise Bench-Lower Malad
138 Kv loop. This loop will run .5 miles into the new Micron Technology
Substation and .5 miles back to the existing line
138 - Rock Creek 46 Kv Tap - A 69 Kv tap line starting at the Thousand
Springs-Twin Falls 46 Kv line and running 3.8 miles north to the Rock
Creek Small Power Production Plant all in Twin Falls County, Idaho
7
137 - Lemhi - New Lemhi Substation 69 Kv line: A 69 Kv line starting at the
existing Lemhi Substation and running easterly for approximately 1/3 mile
to the New Lemhi Substation, all in Lemhi County, Idaho
132 - Boise Bench: Construction of new dispatch center located in Ada County,
Idaho
133 - The Kinport-Borah 345 Kv Line: a 345 Kv Line starting at the Kinport
Substation in Power County running westerly approximately 27.3 miles to a
point near Midpoint Substation located in Jerome County, all in Idaho
134 - Silver-Hailey 138 Kv: A 138 Kv Line starting at Hailey Substation in
Blaine County running 22 miles in a southeasterly direction to the
proposed Silver Substation in Blaine County, all in Idaho
135 - Cliff/Hunt-Eastgate Substation: A 138 Kv Line, it originates as a tap off
of Cliff-Hunt in Jerome County running southwesterly approximately 8.3
miles to Eastgate Substation in Twin Falls County, all in Idaho
136 - Boise Bench-Cloverdale 230 Kv Line: A 230 Kv Line beginning at
intersection of Overland and Union Pacific Railroad tracks in Ada County
running west, northwesterly approximately 7.7 miles to Cloverdale
Substation in Ada County, all in Idaho
130 - The Borah-Midpoint 500 Kv line; a 500 Kv line starting at a point near
the Borah transmission station in Power County, running in a westerly
direction 85 miles through Power, Blaine, Minidoka and Jerome Counties, to
the Midpoint transmission station in Jerome County, all in Idaho
131 - The west side of the Rock Springs-Jim Bridger-Dave Johnson Loop. The
Company's 1/3 share of said loop, starting at the Jim Bridger Switchyard
running south 8.34 miles to a location called Point of Rocks, all in
Sweetwater County, Wyoming
122 - The Peterson-Tendoy 69 Kv Line; a 69 Kv line starting at the Tendoy
Station in Lemhi County, Idaho, running 34.3 miles in an easterly
direction to the Peterson Station in Beaverhead County, Montana
123 - The Midpoint-Hunt 345 Kv Line, a 345 Kv line starting at a point near the
Hunt Station in Jerome County running 17.8 miles in a northwest direction
to the Midpoint Station located in Jerome County, all in Idaho
124 - The Victory Substation Tap, a 138 Kv tap of 2.4 miles connecting to the
existing Mora-Cloverdale Line at the intersection of Cloverdale and
Victory Roads running in an easterly direction to the intersection of
Victory and Maple Grove Roads then in a northerly direction to the Victory
Substation site all in Ada County, Idaho
125 - The Midpoint-Hailey 138 Kv Line (Midpoint-Notch Butte Section), a 138 Kv
line starting at a point near the Midpoint Station running in a westerly
direction 1.2 miles then in a southerly direction .5 miles to the Notch
Butte Substation all in Jerome County, Idaho
8
126 - The Rockford-Haven 138 Kv Line, a 138 Kv line starting at the Rockford
Substation running in a northerly direction 3.5 miles to the new Haven
Substation all located in Bingham County, Idaho
127 - The Midpoint-Twin Falls 138 Kv Line (Midpoint-Hydra Section), a 138 Kv
line starting at the Midpoint Station in Jerome County running in a
southwesterly direction 12.8 miles to a pont on the existing Twin Falls
Tap #1-Hydra 138 Kv Line (near the Hydra Substation) in Jerome County,
Idaho
128 - The Aiken Sub to American Potato 138 Kv Line, a 138 Kv line starting at
the Aiken Substation running 2.6 miles in a southeasterly direction to the
American Potato plant all in Bingham County, Idaho
129 - The Blackfoot Sub-Blackfoot Tap 161 Kv Loop, a 161 Kv line starting at
the Blackfoot Substation running 2.6 miles in a southeasterly direction to
tap on the Don-Goshen 161 Kv Line all in Bingham County, Idaho
119 - The Payette Substation 138 Kv Loop-In, a .33 mile tap to connect the
Payette Substation to the Emmett-Ontario 138 Kv Line near Payette, in
Payette County, Idaho
120 - The Nelson Substation Tap, a 1 mile tap to connect the Nelson Substation
to the Ontario-Quartz 138 Kv Line near Durkee, in Baker County, Idaho
121 - The Peterson Transmission Station located near Metlen, in Beaverhead
County, Montana
114 - The Idaho Section of the Oreana-Hunt 345 Kv Line - a line approximately
57 miles in length starting at the Hunt Transmission Station in Jerome
County, running in a southerly direction through Jerome and Twin Falls
Counties, all in Idaho, to a point on the Nevada-Idaho border near
Jackpot, Nevada.
115 - The Mill Sub Tap, a .8 mile tap to connect the Mill Sub to the
McCall-Emmett 69 Kv Line, located near Cascade, in Valley County, Idaho
116 - The Toponis 138 Kv Tap Line - a 138 Kv tap line starting at the King-Wood
River 138 Kv Line; running 2.25 miles in an easterly direction to the new
Toponis Substation near the City of Gooding, in Gooding County, Idaho
117 - The Locust Sub 138 Kv Tap - a 138 Kv tap line starting at the corner of
Ustick & Cloverdale Roads running 1 mile north and then running west 2
miles to the new Locust Substation at the corner of McMillan and North
Locust Grove Roads, between the cities of Boise and Meridian, in Ada
County, Idaho
118 - The Twin Falls Sub-Russet Sub 138 Kv Line - a line starting at the Twin
Falls Substation running 1.8 miles in a southerly direction to the new
Russet Substation, all in the City of Twin Falls, Twin Falls County, Idaho
9
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, Oregon and Nevada
SUBSTATIONS
----------------------------------------- --------------------------------------
Ash Grove Metering Station Baker County, Oregon
----------------------------------------- --------------------------------------
Vallivue Substation Canyon County, Idaho
----------------------------------------- --------------------------------------
Bethel Court Substation Ada County, Idaho
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
39 - Gowen Substation Ada County, Idaho
----------------------------------------- --------------------------------------
Easton Substation Malheur County, Idaho
----------------------------------------- --------------------------------------
Ten Mile Substation Ada County, Idaho
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
39 - Black Cat Substation Ada County, Idaho
----------------------------------------- --------------------------------------
Hidden Springs Substation Ada County, Idaho
----------------------------------------- --------------------------------------
Highland Substation Bannock County, Idaho
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
39 - Smiths Ferry Substation Valley County, Idaho
----------------------------------------- --------------------------------------
Karcher Substation Canyon County, Idaho
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
39 - Scott Valley Substation Valley County, Idaho
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
39 - Dram Substation Ada County, Idaho
----------------------------------------- --------------------------------------
Armocost Substation Adams County, Idaho
----------------------------------------- --------------------------------------
Bear Track Substation Lemhi County, Idaho
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
39 - Rockville Substation Malheur County, Oregon
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
39 - Wilder Substation Canyon County, Idaho
----------------------------------------- --------------------------------------
Lincoln Substation Lincoln County, Idaho
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
39 - Zilog Substation Canyon County, Idaho
----------------------------------------- --------------------------------------
Sugar Substation Minidoka County, Idaho
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
39 - Portneuf Substation and land Bannock County, Idaho
----------------------------------------- --------------------------------------
Hill Substation Canyon County, Idaho
----------------------------------------- --------------------------------------
Steck Park Substation Washington County, Idaho
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
39 - Hewlett-Packard Substation Ada County, Idaho
----------------------------------------- --------------------------------------
Silver Substation Blaine County, Idaho
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
39 - Gary Substation Ada County, Idaho
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------
10
39 - Hope Station Malheur County, Oregon
----------------------------------------- --------------------------------------
New Plymouth Substation Payette County, Idaho
----------------------------------------- --------------------------------------
------------------------- ---------------------------- ------------------------
39 - Biggs CSPP Protection & Relay Facility Twin Falls County, Idaho
------------------------- ---------------------------- ------------------------
Black Canyon #3 CSPP Protection & Relay Facility Gooding County, Idaho
------------------------- ---------------------------- ------------------------
Birch Creek Trout CSPP Protection & Relay Facility Gooding County, Idaho
------------------------- ---------------------------- ------------------------
Koyle CSPP Protection & Relay Facility Gooding County, Idaho
------------------------- ---------------------------- ------------------------
North Side Canal CSPP Protection & Relay Facility Gooding County, Idaho
------------------------- ---------------------------- ------------------------
Ravenscroft CSPP Protection & Relay Facility Gooding County, Idaho
------------------------- ---------------------------- ------------------------
Curry Cattle Co CSPP Protection & Relay Facility Twin Falls County, Idaho
------------------------- ---------------------------- ------------------------
Kasel/Witherspoon CSPP Protection & Relay Facility Twin Falls County, Idaho
------------------------- ---------------------------- ------------------------
Clear Springs Trout CSPP Protection & Relay Facility Twin Falls County, Idaho
------------------------- ---------------------------- ------------------------
Richard Kaster CSPP Protection & Relay Facility Twin Falls, County, Idaho
------------------------- ---------------------------- ------------------------
39 - Micron Substation, Ada County, Idaho
Ampot Substation, Bingham County, Idaho
39 - Lemhi Substation - New Lemhi Substation, Lemhi County, Idaho
39 - Boise Dispatch Center - New Central Division Dispatch Center, Ada County,
Idaho
39 - The Victory Substation located in Ada County near Boise, Idaho
The Fairfield Substation located in Camas County near Fairfield, Idaho
The Haven Substation located in Bingham County near Rockford, Idaho
39 - The Locust Substation located in Ada County, near Boise, Idaho
39 - The Aiken Substation located in Bingham County, near Blackfoot, Idaho
The Moonstone Substation located in Blaine County, near Hailey, Idaho
The Toponis Substation located in Gooding County, near Gooding, Idaho
The Payette Substation located in Payette County, near Payette, Idaho
The Russet Substation located in Twin Falls County, in Twin Falls, Idaho
The Donnelly Substation located in Valley County, near Donnelly, Idaho
FRANCHISES
None
ALL OTHER LANDS, IMPROVEMENTS, BUILDINGS AND OTHER SUBSTATIONS
------------------------------------------- ------------------------------------
43 - Corporate Headquarters Ada County, Idaho
------------------------------------------- ------------------------------------
43 - CHQ Parking - Peterson Property Purch Ada County, Idaho
------------------------------------------- ------------------------------------
43 - Nyssa District Office Malheur County, Oregon
------------------------------------------- ------------------------------------
43 - Canyon Operations Center Canyon County, Idaho
------------------------------------------- ------------------------------------
43 - Emmet Operations Center Gem County, Idaho
------------------------------------------- ------------------------------------
43 - American Falls District Office Power County, Idaho
------------------------------------------- ------------------------------------
11
43 - Hills Canyon Complex Baker County, Oregon
and Maintenance Shop & Warehouse
------------------------------------------- ------------------------------------
43 - Homedale Office Land and Building Owyhee County, Idaho
------------------------------------------- ------------------------------------
43 - Pocatello - Deaton Property Bannock County, Idaho
------------------------------------------- ------------------------------------
43 - Homedale Crew & Warehouse Facility Canyon County, Idaho
------------------------------------------- ------------------------------------
43 - Gooding Office Land & Building Gooding County, Idaho
------------------------------------------- ------------------------------------
43 - Mountain City Office and Elko County, Idaho
Residence Site
------------------------------------------- ------------------------------------
43 - Firestone Property Ada County, Idaho
------------------------------------------- ------------------------------------
Brookover Property Ada County, Idaho
------------------------------------------- ------------------------------------
Sears Parking Lot Ada County, Idaho
------------------------------------------- ------------------------------------
Shoemaker Property Ada County, Idaho
------------------------------------------- ------------------------------------
New Glenns Ferry Office Elmore County, Idaho
------------------------------------------- ------------------------------------
Canyon Operations Center Property Canyon County, Idaho
------------------------------------------- ------------------------------------
Emmett Operations Center Property Gem County, Idaho
------------------------------------------- ------------------------------------
New Truck Garage, Jerome County, Idaho
Jerome Substation
------------------------------------------- ------------------------------------
Twin Falls Operations Center Twin Falls County, Idaho
Expansion (land only)
------------------------------------------- ------------------------------------
Cambridge - Construct Crew Room Washington County, Idaho
and Warehouse
------------------------------------------- ------------------------------------
43 - Blackfoot Storage Building Bingham County, Idaho
------------------------------------------- ------------------------------------
McCall District Office Valley County, Idaho
------------------------------------------- ------------------------------------
43 - Hagerman Maintenance Shop - Gooding County, Idaho
New Hagerman Maintenance Shop
------------------------------------------- ------------------------------------
Mini - Cassia Service Center - Minidoka County, Idaho
New Mini-Cassia Service Center
------------------------------------------- ------------------------------------
43 - The Boise Division Office located Ada County, Idaho
in Boise
------------------------------------------- ------------------------------------
The addition to the Pocatello Service Bannock County, Idaho
Center, known as the B-Mart property in
Pocatello
------------------------------------------- ------------------------------------
43 - The Company's Hailey Warehouse located Blaine County, Idaho
in Hailey
------------------------------------------- ------------------------------------
The Company's New Mountain Home Office Elmore County, Idaho
located in Mountain Home
------------------------------------------- ------------------------------------
The Company's McCall Storage Garage Valley County, Idaho
------------------------------------------- ------------------------------------
The Company's Salmon Office Lemhi County, Idaho
------------------------------------------- ------------------------------------
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 reversion and reversions, remainder and remainders,
and (subject to the provisions of Section 57 of the Original Indenture) the
tolls, rents, revenues, issues, earnings,
12
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, 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 and Thirty-fifth Supplemental Indentures and this Thirty-sixth
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:
13
ARTICLE I
Description of Bonds of MTN Series D
Section 1. The Thirty-third Series of Bonds to be executed, authenticated
and delivered under and secured by the Indenture shall be Bonds of MTN Series D,
designated as "First Mortgage Bonds, Secured Medium-Term Notes, Series D" of the
Company. The Bonds of MTN Series D 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-fifth
Supplemental Indentures or by this Thirty-sixth Supplemental Indenture. Bonds of
MTN Series D 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 D
shall mature on such date not less than nine months nor more than thirty 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-sixth 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 D 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-sixth Supplemental Indenture and at maturity or upon earlier
redemption (each an interest payment date). Interest on Bonds of MTN Series D
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-sixth Supplemental Indenture.
Notwithstanding the foregoing, so long as there is no existing default in
the payment of interest on the Bonds of MTN Series D, all Bonds of MTN Series D
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 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 D 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 D, 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 D 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 D which bear interest at a
fixed rate shall mean March 15 for interest payable April 1 and September 15 for
interest payable
14
October 1, for Bonds of MTN Series D 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 calendar month, as determined by the Board of Directors and set forth
in a resolution filed with the Corporate Trustee referring to this Thirty-sixth
Supplemental Indenture; and for Bonds of MTN Series D 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 D 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 D, 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 D 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 D 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 D 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, 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-sixth Supplemental Indenture.
Section 2. At the option of the registered holder, any Bonds of MTN Series
D, 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 D of other authorized
denominations. Bonds of MTN Series D 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.
15
Bonds of MTN Series D 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
D 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 D so called or selected for
redemption.
Section 3. The Bonds of MTN Series D 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 D 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 D in temporary form, as provided in Section 15 of the Original Indenture.
ARTICLE II
Issue of Bonds of MTN Series D.
Section 5. The Bonds of MTN Series D 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 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.
16
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, Thirty-fourth and Thirty-fifth
Supplemental Indentures, and this Thirty-sixth 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 D, 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 2001, 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.
ARTICLE IV
Amendments to Indenture
Section 9. Article XVIII of the Indenture is amended to read in its
entirety as follows:
"ARTICLE XVIII
Meetings And Consents Of Bondholders
SECTION 107. Modifications and alterations of this Indenture and/or of any
indenture supplemental hereto and/or of the rights and obligations of the
Company and/or of the rights of the holders of bonds and coupons issued
hereunder may be made as provided in this Article XVIII.
SECTION 108. The Corporate Trustee may at any time call a meeting of the
bondholders and it shall call such a meeting on written request of the holders
of not less than a majority in principal amount of the bonds outstanding
hereunder at the time of such request. The Company, pursuant to a resolution of
its Board of Directors, may also call a meeting of the bondholders at any time.
In each such case the purpose or purposes of such meeting shall be set forth in
reasonable detail. In the event of the Corporate Trustee's failing for ten (10)
days to call a meeting after being thereunto requested by the bondholders as
above set forth, holders of outstanding bonds in the amount above specified in
this Section or the Company, pursuant to
17
resolution of its Board of Directors, may call such meeting. Every such meeting
called by and at the instance of the Corporate Trustee shall be held in the
Borough of Manhattan, The City of New York, or with the written approval of the
Company, at any other place in the United States of America, and written notice
thereof, stating the place and time thereof and in general terms the business to
be submitted, shall be mailed by the Corporate Trustee not less than thirty (30)
days before such meeting (a) to each registered holder of bonds then outstanding
hereunder addressed to him at his address appearing in the registry books, (b)
to each holder of any such bond payable to bearer who shall have filed with the
Corporate Trustee at its principal office an address for notices to be addressed
to him, and (c) to the Company addressed to it at Boise, Idaho (or at such other
address as may be designated by the Company from time to time), and shall be
published by the Corporate Trustee once on at least four different days
preceding the meeting, in a daily newspaper, printed in the English language,
and of general circulation in the Borough of Manhattan, The City of New York (if
publication in such a daily newspaper can be obtained upon reasonable terms or
otherwise such substitute publication as the Corporate Trustee shall approve),
the first publication to be not less than twenty (20) days prior to the date of
such meeting; provided, however, that the mailing of such notice to any
bondholders shall in no case be a condition precedent to the validity of any
action taken at such meeting. If such meeting is called by or at the instance
either of the Company or of the bondholders, it shall be held at such place in
the United States of America as may be specified in the notice calling such
meeting and notice thereof shall be sufficient for all purposes hereof if given
by newspaper publication as aforesaid stating the place and time of the meeting
and in general terms the business to be submitted. Any meeting of bondholders
shall be valid without notice if the holders of all bonds then outstanding
hereunder are present in person or by proxy and if the Company and the Corporate
Trustee are present by duly authorized representatives, or if notice is waived
in writing before or after the meeting by the Company, the holders of all bonds
outstanding hereunder and by the Corporate Trustee, or by such of them as are
not present in person or by proxy.
SECTION 109. Officers and nominees of the Corporate Trustee and of the
Company and of the Individual Trustee or their or its nominees may attend such
meeting, but shall not as such be entitled to vote thereat. Attendance by
bondholders may be in person or by proxy. In order that the holder of any bond
payable to bearer and his proxy may attend and vote without producing his bond,
the Corporate Trustee, with respect to any such meeting, may make and from time
to time vary such regulations as it shall think fit for deposit of bonds with
(i) any bank or trust or insurance company, or (ii) any trustee, secretary,
administrator or other proper officer of any pension, welfare, hospitalization,
or similar fund or funds, or (iii) the United States of America, any Territory
thereof, the District of Columbia, any State of the United States, any
municipality in any State of the United States or any public instrumentality of
the United States, or of any State or of any Territory, or (iv) any other person
or corporation satisfactory to the Corporate Trustee, and for the issue to the
persons depositing said bonds of certificates by such depositaries entitling the
holders thereof to be present and vote at any such meeting and to appoint
proxies to represent them and vote for them at any such meeting in the same way
as if the persons so present and voting, either personally or by proxy, were the
actual bearers of the bonds in respect of which such certificate shall have been
issued and any regulations so made shall be binding and effective. A bondholder
in any of the foregoing categories may sign such a certificate in his own
behalf. In lieu of or in addition to providing for such deposit, the Corporate
Trustee may, in its discretion, permit such institutions to issue certificates
stating that bonds were exhibited to them, which certificates shall entitle the
holders thereof to vote at any meeting only
18
if the bonds with respect to which they are issued are not produced at the
meeting by any other person and are not at the time of the meeting registered in
the name of any other person. Each such certificate shall state the date on
which the bond or bonds in respect of which such certificate shall have been
issued were deposited with or exhibited to such institution and the series,
maturities and serial numbers of such bonds. A bondholder in any of the
foregoing categories may sign such a certificate in his own behalf. In the event
that two or more such certificates shall be issued with respect to any bond or
bonds, the certificate bearing the latest date or the actual bond shall be
recognized and be deemed to supersede any certificate or certificates previously
issued with respect to such bond or bonds. If any such meeting shall have been
called, under the provisions of Section 108 hereof, by bondholders or by the
Company, and the Corporate Trustee shall fail to make regulations as above
authorized, then regulations to like effect for such deposit or exhibition of
bonds and the issue of certificates by (i) any bank or trust or insurance
company, or (ii) any trustee, secretary, administrator or other proper officer
of any pension, welfare, hospitalization, or similar fund or funds, or (iii) the
United States of America, any Territory thereof, the District of Columbia, any
State of the United States, any municipality in any State of the United States
or any public instrumentality of the United States, or of any State or of any
Territory, shall be similarly binding and effective for all purposes hereof if
adopted or approved by the bondholders calling such meeting or by the Board of
Directors of the Company, if such meeting shall have been called by the Company,
provided that in either such case copies of such regulations shall be filed with
the Corporate Trustee. A bondholder in any of the foregoing categories may sign
such a certificate in his own behalf.
SECTION 110. Subject to the restrictions specified in Sections 109 and 113
hereof, any registered holder of bonds outstanding hereunder and any holder of a
certificate provided for in Section 109 hereof, shall be entitled in person or
by proxy to attend and vote at such meeting as holder of the bonds registered or
certified in the name of such holder without producing such bonds. All others
seeking to attend or vote at such meeting in person or by proxy must, if
required by any authorized representative of the Corporate Trustee or the
Company or by any other bondholder, produce the bonds claimed to be owned or
represented at such meeting, and everyone seeking to attend or vote shall, if
required as aforesaid, produce such further proof of bond ownership or personal
identity as shall be satisfactory to the authorized representative of the
Corporate Trustee, or if none be present then to the Inspectors of Votes
hereinafter provided for. Proxies shall be witnessed or in the alternative may
(a) have the signature guaranteed by a bank or trust company or a registered
dealer in securities, (b) be acknowledged before a Notary Public or other
officer authorized to take acknowledgments, or (c) have their genuineness
otherwise established to the satisfaction of the Inspectors of Votes. All
proxies and certificates presented at any meeting shall be delivered to said
Inspectors of Votes and filed with the Corporate Trustee.
SECTION 111. Persons nominated by the Corporate Trustee if it is
represented at the meeting shall act as temporary Chairman and Secretary,
respectively, of the meeting, but if the Corporate Trustee shall not be
represented or shall fail to nominate such persons or if any person so nominated
shall not be present, the bondholders present in person or by proxy, shall by a
majority vote, elect another person or other persons from those present to act
as temporary Chairman and/or Secretary. A permanent Chairman and a permanent
Secretary of such meeting shall be elected from those present by the bondholders
present in person or by proxy, by a majority vote. The Corporate Trustee, if
represented at the meeting, shall appoint
19
two Inspectors of Votes who shall decide as to the right of anyone to vote and
shall count all votes cast at such meeting, and who shall make and file with the
temporary or permanent Secretary of the meeting their verified written report in
duplicate of all such votes so cast at said meeting. If the Corporate Trustee
shall not be represented at the meeting or shall fail to nominate such
Inspectors of Votes or if either Inspector of Votes fails to attend the meeting,
the vacancy shall be filled by appointment by the temporary or permanent
Chairman of the meeting.
SECTION 112. The holders of not less than sixty per centum (60%) in
principal amount of the bonds Outstanding hereunder when such meeting is held
must be present at such meeting in person or by proxy in order to constitute a
quorum for the transaction of business, less than a quorum, however, having
power to adjourn.
SECTION 113. Any modification or alteration of this Indenture and/or of any
indenture supplemental hereto and/or of the rights and obligations of the
Company and/or the rights of the holders of bonds and/or coupons issued
hereunder in any particular may be made at a meeting of bondholders duly
convened and held in accordance with the provisions of this Article, but only by
resolution duly adopted by the affirmative vote of the holders of sixty per
centum (60%) or more in principal amount of the bonds Outstanding hereunder,
and, if the rights of one or more, but less than all, series of bonds then
Outstanding are to be affected by action taken at such meeting then also by
affirmative vote of the holders of at least sixty per centum (60%) in principal
amount of each series of bonds so to be affected and Outstanding hereunder, when
such meeting is held, and in every case approved by Resolution of the Board of
Directors of the Company as hereinafter specified; provided, however, that no
such modification or alteration shall, without the consent of the holder of each
bond issued hereunder affected thereby, (1) impair or affect the right of such
holder to receive payment of the principal of (and premium, if any) and interest
on such bond, on or after the respective due dates expressed in such bond, or to
institute suit for the enforcement of any such payment on or after such
respective dates, or (2) permit the creation of any lien ranking prior to, or on
a parity with, the lien of this Indenture with respect to any of the property
mortgaged and pledged hereunder, or (3) permit the deprivation of any
nonassenting bondholder of the benefit of a lien upon the property mortgaged and
pledged hereunder, for the security of his bonds (subject only to the lien of
taxes, assessments or governmental charges not then delinquent and to any
mortgage or other liens existing upon such property which are prior hereto at
the date of the calling of any such bondholders' meeting), or (4) permit the
reduction of the percentage required by the provisions of this Section for the
taking of any action under this Section with respect to any bond outstanding
hereunder. For all purposes of this Article, the Trustees shall be entitled to
rely upon an opinion of counsel with respect to the extent, if any, as to which
any action taken at such meeting affects the rights under this Indenture or
under any indenture supplemental hereto of any holders of bonds then outstanding
hereunder.
Bonds owned and/or held by and/or for account of and/or for the benefit or
interest of the Company if challenged by any other bondholder at such meeting
and such ownership, benefit or interest is established, shall not be deemed
outstanding for the purpose of any vote or of any calculation of outstanding
bonds in Article XVI hereof or in this Article provided for.
20
SECTION 114. A record in duplicate of the proceedings of each meeting of
bondholders shall be prepared by the permanent Secretary of the meeting and
shall have attached thereto the original reports of the Inspectors of Votes, and
affidavits by one or more persons having knowledge of the facts showing a copy
of the notice of the meeting, and showing that said notice was mailed and
published as provided in Section 108 hereof. Such record shall be signed and
verified by the affidavits of the permanent Chairman and the permanent Secretary
of the meeting, and one duplicate thereof shall be delivered to the Company and
the other to the Corporate Trustee for preservation by the Corporate Trustee.
Any record so signed and verified shall be proof of the matters therein stated,
and if such record shall also be signed and verified by the affidavit of a duly
authorized representative of the Corporate Trustee, such meeting shall be deemed
conclusively to have been duly convened and held and such record shall be
conclusive, and any resolution or proceeding stated in such record to have been
adopted or taken, shall be deemed conclusively to have been duly adopted or
taken by such meeting. A true copy of any resolution adopted by such meeting
shall be mailed by the Corporate Trustee to each registered holder of bonds
outstanding hereunder, addressed to him at his address appearing on the registry
books and to each holder of any such bond payable to bearer who shall have filed
with the Corporate Trustee an address for notices, addressed to him at such
address, and proof of such mailing by the affidavit of some person having
knowledge of the fact shall be filed with the Corporate Trustee, but failure to
mail copies of such resolution as aforesaid shall not affect the validity
thereof. No such resolution shall be binding until and unless such resolution is
approved by Resolution of the Board of Directors of the Company of which such
Resolution of approval, if any, it shall be the duty of the Company to file a
copy certified by the Secretary or an Assistant Secretary of the Company with
the Corporate Trustee, but if such Resolution of the Board of Directors of the
Company is adopted and a certified copy thereof is filed with the Corporate
Trustee, the resolution so adopted by such meeting shall be deemed conclusively
to be binding upon the Company, the Trustees and the holders of all bonds and
coupons issued hereunder, at the expiration of sixty (60) days after such
filing, except in the event of a final decree of a court of competent
jurisdiction setting aside such resolution, or annulling the action taken
thereby in a legal action or equitable proceeding for such purposes commenced
within such sixty (60) day period; provided, however, that no such resolution of
the bondholders, or Resolution of the Company, shall in any manner change or
modify or be so construed as to change or modify any of the rights, immunities,
or obligations of the Trustees or of either of them without their, its or his
written assent thereto.
SECTION 115. Bonds authenticated and delivered after the date of any
bondholders' meeting may bear a notation in form approved by the Corporate
Trustee as to the action taken at meetings of bondholders theretofore held, and
upon demand of the holder of any bond outstanding at the date of any such
meeting and presentation of his bond for the purpose at the principal office of
the Corporate Trustee, the Company shall cause suitable notation to be made on
such bond by endorsement or otherwise as to any action taken at any meeting of
bondholders theretofore held. If the Company or the Corporate Trustee shall so
determine, new bonds so modified as in the opinion of the Corporate Trustee and
the Board of Directors of the Company to conform to such bondholders' resolution
shall be prepared, authenticated and delivered, and upon demand of the holder of
any bond then Outstanding and affected thereby shall be exchanged without cost
to such bondholder for bonds then Outstanding hereunder upon surrender of such
bonds with all unmatured coupons, if any, appertaining thereto. The Company or
the Corporate Trustee may require bonds Outstanding to be presented for notation
or exchange
21
as aforesaid if either shall see fit to do so. Instruments supplemental to this
Indenture embodying any modification or alteration of this Indenture or of any
indenture supplemental hereto made at any bondholders' meeting and approved by
Resolution of the Board of Directors of the Company, as aforesaid, may be
executed by the Trustees and the Company and upon demand of the Corporate
Trustee, or if so specified in any resolution adopted by any such bondholders'
meeting, shall be executed by the Company and the Trustees.
SECTION 116. (A) Anything in this Article XVIII contained to the contrary
notwithstanding, the Corporate Trustee shall receive the written consent (in any
number of instruments of similar tenor executed by bondholders or by their
attorneys appointed in writing) of the holders of sixty per centum (60%) or more
in principal amount of bonds Outstanding hereunder, and, if the rights of one or
more, but less than all, series of bonds then Outstanding are to be affected by
action taken pursuant to such consent, then also by consent of the holders of at
least sixty per centum (60%) in principal amount of each series of bonds so to
be affected and Outstanding hereunder (at the time the last such needed consent
is delivered to the Corporate Trustee) in lieu of the holding of a meeting
pursuant to this Article XVIII and in lieu of all action at such a meeting and
with the same force and effect as a resolution duly adopted in accordance with
the provisions of Section 113 hereof.
(B) Instruments of consent shall be witnessed or in the alternative may (a)
have the signature guaranteed by a bank or trust company or a registered dealer
in securities, (b) be acknowledged before a Notary Public or other officer
authorized to take acknowledgments, or (c) have their genuineness otherwise
established to the satisfaction of the Corporate Trustee.
The amount of bonds payable to bearer, and the series and serial numbers
thereof, held by a person executing an instrument of consent (or whose attorney
has executed an instrument of consent in his behalf), and the date of his
holding the same, may be proved by exhibiting the bonds to and obtaining a
certificate executed by (i) any bank or trust or insurance company, or (ii) any
trustee, secretary, administrator or other proper officer of any pension,
welfare, hospitalization or similar fund or funds, or (iii) the United States of
America, any Territory thereof, the District of Columbia, any State of the
United States, any municipality in any State of the United States or any public
instrumentality of the United States, or of any State or of any Territory, or
(iv) any other person or corporation satisfactory to the Corporate Trustee. A
bondholder in any of the foregoing categories may sign a certificate in his own
behalf.
Each such certificate shall be dated and shall state in effect that as of
the date thereof a coupon bond or bonds bearing a specified serial number or
numbers was deposited with or exhibited to the signer of such certificate. The
holding by the person named in any such certificate of any bond specified
therein shall presume to continue unless (1) any certificate bearing a later
date issued in respect of the same bond shall be produced, (2) the bond
specified in such certificate (or any bond or bonds issued in exchange or
substitution for such bond) shall be produced by another holder, or (3) the bond
specified in such certificate shall be registered as to principal in the name of
another holder or shall have been surrendered in exchange for a fully registered
bond registered in the name of another holder. The Corporate Trustee may
nevertheless in its discretion require further proof in cases where it deems
further proof desirable. The ownership of registered bonds shall be proved by
the registry books.
22
(C) Until such time as the Corporate Trustee shall receive the written
consent of the necessary per centum in principal amount of the bonds required by
the provisions of subsection (A) above for action contemplated by such consent,
any holder of a bond, the serial number of which is shown by the evidence to be
included in the bonds the holder of which have consented to such action, may, by
filing written notice with the Corporate Trustee at its principal office and
upon proof of holding as provided in subsection (B) above, revoke such consent
so far as it concerns such bond. Except as aforesaid, any such action taken by
the holder of any bond shall be conclusive and binding upon such holder and upon
all future holders of such bond (and any bond issued in lieu thereof or
exchanged therefor), irrespective of whether or not any notation of such consent
is made upon such bond, and in any event any action taken by the holders of the
percentage in aggregate principal amount of the bonds specified in subsection
(A) above in connection with such action shall be conclusively binding upon the
Company, the Trustees and the holders of all bonds."
SECTION 10. The words "and verified" are deleted each time they appear in
Sections 3 and 7 of the Indenture.
ARTICLE V
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-sixth Supplemental
Indenture, and in this Thirty-sixth 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-sixth 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 VI
Miscellaneous Provisions.
All terms contained in the Thirty-sixth 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-sixth 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.
23
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/ Darrel T. Anderson
_______________________________
Darrel T. Anderson
Vice-President - Finance and Treasurer
Attest:
/s/ Robert W. Stahman
_______________________________
Robert W. Stahman
Secretary
Executed, sealed and delivered by
IDAHO POWER COMPANY
in the presence of:
/s/ Theresa Kueber
_______________________________
/s/ Diane Duman
_______________________________
24
BANKERS TRUST COMPANY
By /s/ Carol Ng
_______________________________
Carol Ng
Vice President
Attest:
/s/ Dorothy Robinson
_______________________________
Executed, sealed and delivered by
BANKERS TRUST COMPANY,
in the presence of:
/s/ Aman Khanna
_______________________________
/s/ Annie Jaghats
_______________________________
/s/ Stanley Burg
_______________________________[L.S.]
Stanley Burg
Executed, sealed and delivered by
STANLEY BURG,
in the presence of:
/s/ Dusan Stojkovic
_______________________________
/s/ Lina Reznikov
_______________________________
25
STATE OF IDAHO )
) ss.:
COUNTY OF ADA )
On the 26th day of September, in the year 2001, 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 West Spanish Bay Drive, Eagle, Idaho 83616; that he
is the Vice President - Finance 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 - Finance 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
26
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 21st day of September, in the year 2001, 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 Avenue, Douglaston, New York 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/ Tracy A. Salzmann
_______________________________
Tracy A. Salzmann
Notary Public, State of New York
Registration No. 01SA6040727
Qualified in New York County
Commission Expires April 24, 2002
27
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 24th day of September, in the year 2001, before me, THERESA E.
O'HARA, 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/ Theresa E. O'Hara
_______________________________
Notary Public, State of New York
No. 31-4930942
Qualified in New York County
Certificate filed in New York County
Commission Expires May 31, 2002
28
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 - Finance 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 26th day of September, 2001.
Mary Gray
/s/ Mary Gray
_______________________________
Notary Public, State of Idaho
Commission Expires July 17, 2004
29
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
_______________________________
Subscribed and sworn to before me
this 21st day of September, 2001.
/s/ Tracy A. Salzmann
_______________________________
Tracy A. Salzmann
Notary Public, State of New York
Registration No. 01SA6040727
Qualified in New York County
Commission Expires April 24, 2002
30
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 24th day of September, 2001.
/s/ Theresa E. O'Hara
_______________________________
Notary Public, State of New York
No. 31-4930942
Qualified in New York County
Certificate filed in New York County
Commission Expires May 31, 2002
31