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Home My WebLink About2010062846th Supplemental Indenture.pdf. i: ('Ri.\.., P'" .f"t.L) 2nm JUi~ 28 Pr' 2: 11 Executed in 75 Counterpars of which this is Counterar No. L 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. Forty-sixth Supplemental Indentue providing among other things for Bonds of MTN Series I Dated as of June 1, 2010 NYC 712685.3 TABLE OF CONTENTS! Page Paries and Recitals .. ........... .... ............. ........... ................. ......... ............... ...... ...... ..... ............... ....... 1 Granting Clause and Propert Description.... ........... ................................ ........ ...... ............. ........... 5 ARTICLE I Description of Bonds ofMT Series I Section 1. General terms and redemption provisions .......... .......... ................................................. 8 Section 2. Exchange and transfers of Bonds................................................................. ..................9 Section 3. Form of Bonds ............................................................................................................. 10 Section 4. Tempora Bonds.........................................................................................................10 ARTICLE II Issue of Bonds ofMT Series I Section 5. Issue of Bonds.............................................................. ................................................ 10 ARTICLE III Covenants Section 6. Application of Original Indenture................................................................................ 10 Section 7. Lawful ownership.. .......... ....... ................. ................ ............... ...................... ...... ...... ... 11 Section 8. Anual certificate as to defaults...................................................................................11 ARTICLE IV The Trustees Acceptance of trst. ....... ......... ............... .............. ....... ......... ............. ....... ...... .......... ..... ............ .... 11 Recitals deemed made by the Company.. ......... ........... ........................ ..... ............... ..................... 11 ARTICLE V Miscellaneous Provisions Meanings of terms................................................... ...................................................................... 12 Ratification and Confirmation ........ ........................ ......... ..... .... ........... ...... ........... ........................ 12 Counterpars.................................................................................................................................. 12 Testimonium ................................................................................................................................. 13 Signatures and seals ...................................................................................................................... 13 Acknowledgments.........................................................................................................................15 Affdavits .... .............................. ..... ..... ... ... ...... .... ......... ............. ....... ...... ........................... ............ 18 This table of contents shall not have any bearing upon the interpretaion of this Supplementa Indentue. NYC 7126853 -i- SUPPLEMENTAL INENTU, dated as of the 1st day of June, 2010 made and entered into by and between IDAHO POWER COMPANY, a córporation 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"), par of the first par,. and DEUTSCHE BAN TRUST COMPAN AMRICAS, 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"), paries of the second par (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, i 93 7 hereinafter referred to. WHREAS, 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 WHREAS, 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 Indentue, as supplemented, in accordance with the terms thereof, the Company executed and delivered to the Trustees a Twenty-eighth Supplemental Indentue, dated as of June 30, 1989 (which supplemental indentue is hereinafter sometimes called the "Twenty-eighth Supplemental Indentue"); and WHREAS, said Twenty-eighth Supplemental Indentue was recorded in the records of the County of Elko, Nevada; the Counties of Baker, Grant, Harey, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Banock, Bear Lake, Bingham, Blaine, Boise, Bonnevile, 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 Secreta of State of the States ofldaho, Montana, Oregon, Nevada and Wyoming; and WHREAS, in accordance with the terms of the Original Indentue the Maine Company or the Company has executed and delivered to the Trustees the following supplemental indentures in addition to the Twenty-eighth Supplemental Indentue: Designation First Supplemental Indenture Second Supplementa Indenture Dated as of July 1, 1939 November 15, 1943 NYC 712685.3 Designation Third Supplemental Indentue Four Supplemental Indenture Fift Supplemental Indenture Sixth Supplemental Indenture Seventh Supplemental Indenture Eighth Supplemental Indentue Ninth Supplemental Indentue Tenth Supplemental Indentue Eleventh Supplemental Indenture Twelfth Supplemental Indenture Thirteenth Supplemental Indentue Foureenth Supplemental Indenture Fifteenth Supplemental Indenture Sixteenth Supplemental Indenture Seventeenth Supplemental Indentue Eighteenth Supplemental Indentue Nineteenth Supplemental Indenture Twentieth Supplementa Indentue Twenty-first Supplemental Indenture Twenty-second Supplemental Indenture Twenty-third Supplemental Indentue Twenty-fourh Supplemental Indentue Twenty-fifth Supplemental Indentue Twenty-sixth Supplemental Indenture Twenty-seventh Supplemental Indentue Twenty-ninth Supplemental Indentue Thirieth Supplemental Indenture Thirt-first Supplemental Indentue Thirt-second Supplemental Indentue Thirt-third Supplemental Indentue Thirt-fourh Supplemental Indentue Thir-fift Supplemental Indentue Thir-sixth Supplemental Indenture Thir-seventh Supplemental Indentue Thir-eighth Supplemental Indentue Thirt-ninth Supplemental Indenture Fortieth Supplemental Indenture Fort-first Supplemental Indentue Fort-second Supplemental Indentue Fort-third Supplemental Indentue Fort-fourh Supplemental Indentue Fort-fift Supplemental Indentue NYC 712685.3 Dated as of Februar 1, 1947 May 1, 1948 November 1, 1949 October 1, 1951 Januar 1, 1957 July 15, 1957 November 15, 1957 April 1, 1958 October 15, 1958 May 15,1959 November 15, 1960 November 1, 1961 September. 15, 1964 April 1, 1966 October 1, 1966 September 1, 1972 Januar 15, 1974 August 1, 1974 October 15, 1974 November 15, 1976 August 15, 1978 September 1, 1979 November 1, 1981 May 1,1982 May 1, 1986 Januar 1, 1990 Januar 1, 1991 August 15, 1991 March 15, 1992 April 1, 1993 December 1, 1993 November 1,2000 October 1, 2001 April 1, 2003 May 15,2003 October 1, 2003 May 1,2005 October 1, 2006 May 1, 2007 September 1, 2007 April 1, 2008 February 1,2010 -2- each of which is supplemental to the Original Indenture (the Original Indenture and all indentues supplemental thereto together being hereinafter sometimes referred to as the "Indenture"); and WHREAS, the Original Indentue 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, Harey, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, Bonnevile, 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 Secreta of State of the States of Idaho, Montana, Oregon, Nevada and Wyoming; and WHREAS, the Maine Company or the Company has heretofore issued Bonds, under and in accordance with the terms of the Indenture in the following series and aggregate principal amounts: Series 3-3/4% Series due 1967 3-1/8% Series due 1973 2-3/4% Series due 1977 3% Series due 1978 2-3/4% Series due 1979 3-1/4% Series due 1981 4-1/2% Series due 1987 4-3/4% Series due 1987 4% Series due April 1988 4-1/2% Series due October 1988 5% Series due 1989 4-7/8% Series due 1990 4-1/2% Series due 1991 5-1/4% Series due 1996 6-1/8% Series due 1996 7-3/4% Series due 2002 8-3/8% Series due 2004 10% Series due 2004 8-1/2% Series due 2006 9% Series due 2008 10-1/4% Series due 2003 First Mortgage Bonds, 1984 Series 16.10% Series due 1991-1992 Pollution Control Series A 8.65% Series due 2000 9.50% Series due 2021 Principal Amount Issued $ 18,000,000 18,000,000 5,000,000 10,000,000 12,000,000 15,000,000 20,000,000 15,000,000 10,000,000 15,000,000 15,000,000 15,000,000 10,000,000 20,000,000 30,000,000 30,000,000 35,000,000 50,000,000 30,000,000 60,000,000 62,000,000 10,100,000 50,000,000 49,800,000 80,000,000 75,000,000 NYC 712685.3 -3- . Principal Amount Outstading None None None None None None None None None None None None None None None None None None None None None None None None None None Series 9.52% Series due 2031 8% Series due 2004 8 3/4% Series due 2027 Secured Medium-Term Notes, Series A Secured Medium-Term Notes, Series B Secured Medium-Term Notes, Series C Secured Medium-Term Notes, Series D Secured Medium-Term Notes, Series E Pollution Control Series B Secured Medium-Term Notes, Series F Pollution Control Series C Secured Medium-Term Notes, Series G Secured Medium-Term Notes, Series H Principal Amount Issued $ 25,000,000 50,000,000 50,000,000 190,000,000 197,000,000 200,000,000 200,000,000 245,000,000 49,800,000 200,000,000 116,300,000 100,000,000 350,000,000 Principal Amount Outstading None None None None None 120,000,000 200,000,000 245,000,000 49,800,000 200,000,000 116,300,000 100,000,000 350,000,000 which bonds are hereinafter sometimes called bonds of the First though Thirt-ninth Series; and WHREAS, the Company, in accordance with the provisions ofthe Indenture and pursuant to appropriate resolutions of its Board of Directors, has duly determined to make, execute and deliver to the Trustees this Fort-sixth Supplemental Indenture for the purses herein provided, including the issuance of a Fortieth Series of Bonds under the Indentue, in the aggregate principal amount of up to Five Hundred Milion Dollars ($500,000,000), to be designated as "First Mortgage Bonds, Secured Medium-Term Notes, Series I" (herein sometimes called the "Bonds ofMTN Series I"); and WHREAS, it is also now desired, for the purpose of more effectually caring out the puroses of the Original Indenture, to confirm specifically the subjection to the lien thereof and of the Indentue of the certain propert acquired by the Company in addition to the propert specifically described in the Original Indenture and in said First, Second, Third, Fourh, Fift, Sixth, Seventh, Ninth, Tenth, Eleventh, Twelft, Thirteenth, Fourteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twenty-first, Twenty-second, Twenty-third, Twenty- four, Twenty-fifth, Thirt-sixth, Thirt-seventh, Thirt-ninth, Fortieth, Fort-first, Fort-four and Fort-fifth Supplemental Indentues; and WHREAS, all things necessar to make said Bonds ofMT Series I, 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 Indentue, as heretofore supplemented and as supplemented hereby, a valid and legally binding instrent for the security thereof, have been performed, and the execution and delivery of this Fort-sixth Supplemental Indentue and the issue of said Bonds as in this Fort-sixth Supplemental Indentue provided have been in all respects duly authorized: NOW, THREFORE, THS INENTUR WITNSSETH: NYC 7126853 -4- 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 outstading under the Indentue, according to their tenor and effect, and the performance of all the provisions of the Indentue and of said Bonds, the Company has duly executed and delivered to the Trustees this Fort-sixth Supplemental Indentue 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 Staley Burg and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Ban Trust Company Americas, as Trustees as aforesaid, and to their successor or successors in said trst, and to them and their successors, heirs and assigns forever, all propert, 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 propert (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 ACQUID OR CONSTRUCTED GENERATIG PLANS None TRSMISSION LINS & SYSTEMS Line 725 Hemingway to Bowmont Owyhee & Canyon Counties, ID 13.0 Miles 230 kV Hemingway Tap Owhee County, ID 0.25 Miles 500 kV Hemingway Station Owyhee County, ID DISTRBUTION LINS & SYSTEMS Branches and extensions of the Company's Distbution Lines and Systems situated in the States ofIdaho and Oregon. SUBSTATIONS None FRCmSES None NYC 712685.3 -5- ALL OTHER LANS, IMROVEMENTS, BUIDINGS AN OTHR SUBSTATIONS Twin Falls Operation Center Parking Twin Falls County, Idaho Beacon Light Substtion Ada County, Idao Additional Propert at Beacon Light Substation Ada County, Idaho Wentworth propert Baker County, Oregon Additional propert at Melba Substation Canyon County, Idao Jump Substation Adams County, Idaho Bennett Mountain Communication Site (lease)Elmore County, Idao Happy Valley Substation Canyon County, Idaho Beaverhead County, Slope Easement at Peterson Substation Montana Additional propert at Nampa Substation Canvon County, Idaho Filer Substation Lincoln County, Idaho Rattlesnake Station Elmore County, Idaho Columbia Substation Ada County, Idaho Wagner Substation Canyon County, Idaho Twin Falls Operating Center Twin Falls County, Idaho Relish White Water Access Gooding County, Idaho Lawrence Ranch Propert Washington County, Idaho Daly Creek Propert Baker County, Oregon Amity Substation Ada County, Idao Adran Substation Malheur County, Oregon OX Rach Propert Adams County, Idaho Turner Rach CJ Strike Propert Owhee County, Idaho Soulen Propert Washington County, Idaho 495 30t Boise Propert Ada County, Idaho Quinn Robbins Shoreline Drive Propert Ada County, Idaho Star Operations Center Canyon County, Idaho Twin Falls Operations Center Yard Twin Falls County, Idaho Long Valley Operations Center Valley County, Idao Sterling Substation Bingham County, Idaho Ward Substation Canyon County, Idaho Twin Falls Operation Expansion Twin Falls County, Idaho Bellevue Employee Housing Blaine County, Idao Hemingway Substation Owyhee County, Idao Indian Creek Propert Adams County, Idao Richard Muray Propert Baker County, Oregon Nort Powder Propert Union County, Oregon Langley Gulch Power Plant Propert Payette County, Idaho Zilog Substation Canyon County. Idao Pocatello Pole Yard Bannock Countv, Idao NYC 7126853 -6- I Henggeler Propert I Payette County, Idaho All other propert, 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. TOGETHR with all and singular the tenements, hereditaents and appurenances belonging or in any wise appertaining to the aforesaid propert or any par thereof, with the reversion and reversions, remainder and remainders, and (subject to the provisions of Section 57 of the Original Indentue) the tolls, rents, revenues, issues, earings, 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 hereaftr acquire in and to the aforesaid propert and franchises and every par and parcel thereof. It is not intended herein or hereby to include in or subject to the lien of the Indentue, and the grting clauses hereof shall not be deemed to apply to, (1) any revenues, earings, rents, issues, income or profits of the mortgaged and pledged propert, or any bils, 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 Indentue shall have occured and be continuing and either or both of the Trustees, or a receiver or trstee, shall have entered upon or taken possession of the mortgaged and pledged propert, 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 purose 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 oyer or confied 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 puroses hereof) unto the Corporate Trustee, and their successors, heirs and assigns forever; IN TRUST, NEVERTHLESS, for the same purposes and upon the same terms, trsts and conditions and subject to and with the same provisions and covenants as are set forth in the Original Indentue, as amended or modified by said First, Second, Third, Fourh, Fift, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Foureenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-fist, Twenty-second, Twenty-third, Twenty-fourt, Twenty-fift, Twenty-sixth, Twenty-seventh, Twenty-eighth, Twenty-ninth, Thirieth, Thirt-fist, Thirt-second, Thirt-third, Thir-fourth, Thirt-fifth, Thir-sixth, Thirt-seventh, Thir-eighth, Thirt-ninth, Fortieth, Fort-first, Fort-second, Fort-third, Fort-four and Fort-fifth Supplemental Indentures and this Fort-sixth Supplemental Indenture. And it is hereby covenanted, declared and decreed by and between the pares 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: NYC7126853 -7- ARTICLE I Description of Bonds of MT Senes I. SECTION 1. The Fortieth Series of Bonds to be executed, authenticated and delivered under and secured by the Indenture shall be Secured Medium-Term Notes, Series I, designated as "First Mortgage Bonds, Secured Medium-Term Notes, Series I" of the Company. The Bonds of MT Series I 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 Indentue, except insofar as the terms and provisions of the Original Indentue have been or are amended or modified by said First through Fort-fifth Supplemental Indentues or by this Fort-sixth Supplemental Indenture. Bonds of MT Series I shall be issued from time to time in an aggregate principal amount not to exceed $500,000,000, and shall be issued as registered Bonds without coupons in the denominations of $1,000 or in any multiple thereof; each Bond of MT Series I shall matue on such date not less than nine months nor more than thirt 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 Indentue as the Board of Directors may determine in accordance with a resolution fied with the Corporate Trustee and a written order referring to this Fort-sixth Supplemental Indentue; the principal of and interest on each said Bond to be payable at the offce or agency of the Company in the Borough of Manatt, The City of New York and, at the option of the Company, interest on each said Bond may also be payable at the offce of the Company in Boise, Idaho, in such coin or currency ofthe United States of America as at the time of payment is legal tender for public and private debts~ Interest on Bonds of MTN Series I which bear interest at a fixed rate shall be payable semianually on March 1 and September 1 of each year, unless otherwise determined by the Board of Directors and set forth in a resolution filed with the Corporate Trustee referring to this Fort-sixth Supplemental Indentue and at maturity (each an interest payment date). Interest on Bonds of MTN Series I which bear interest at a variable rate shall be payable on the dates (each an interest payment date) set fort in a resolution filed with the Corporate Trustee referring to this Fort-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 I, all Bonds of MT Series I 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 I 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 ofMTN Series I, 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 MT Series I 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 Orginal Interest Accrual Date. "Record Date" for Bonds of MT Series I which bear interest at a fixed rate shall mean Februar 15 for interest payable March 1 and August 15 for interest payable NYC 7126853 -8- September 1, for Bonds of MT Series I 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, unless, in each case, otherwise determined by the Board of Directors and set forth in a resolution filed with the Corporate Trustee referring to this Fort- sixt Supplemental Indenture, and for Bonds of MTN Series I which bear interest at a variable rate, shall mean the date 15 calendar days prior to any interest payment date, unless otherwise determined by the Board of Directors and set fort in a resolution filed with the Corporate Trustee referring to this Fort-sixth Supplemental Indentue; provided that, interest payable on the maturity date wil be payable to the person to whom the principal thereof shall be payable. "Original Interest Accrual Date" with respect to Bonds of MT Series I 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 I, 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 parially lithographed or printed and parially engraved on steel borders or shall be printed on safety paper or shall be tyewritten. The holders of the Bonds of MTN Series I consent that the Company may, but shall not be obligated to, fix a record date for the purose of determining the holders of Bonds of MTN Series I 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 preyiously 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 I 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 Indentue) in whole at any time, or in par from time to time, prior to maturity, as provided in Section 52.ofthe Indentue, upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirt (30) days prior to the date fixed for redemption as the Board of Directors may determine in accordance with a resolution fied with the Corporate Trustee and a written order referring to this Fort-sixth Supplemental Indentue. SECTION 2. At the option of the registered holder, any Bonds ofMT Series I, upon surrender thereof for cancellation at the offce or agency of the Company in the Borough of Manhatt, The City of New York, together with a written instrent 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 matuity of Bonds of MTN Series I of other authorized denominations. NYC 7126853 -9- Bonds of MT Series I may bear such legends as may be necessar to comply with any law or with any rules or regulations made puruant thereto or with the rules or regulations of any stock exchange or to conform to usage with respect thereto. Bonds of MTN Series I shall be trsferable at the offce or agency of the Company in the Borough of Manatt, The City of New York. Notwithstding the foregoing provisions ofthis Section 2, the Company shall not be required to make any transfers or exchanges of Bonds of MT Series I 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 pricipal amount of any Bonds of MT Series I so called or selected for redemption. SECTION 3. The Bonds ofMTN Series I shall be substantially of the tenor and purort recited in the Original Indentue, 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. Unti Bonds of MTN Series I 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 MT Series I in temporary form, as provided in Section 15 of the Original Indenture. ARTICLE II Issue of Bonds of MTN Series I. SECTION 5. The Bonds ofMTN Series I for the aggregate principal amount of up to Fiye Hundred Milion Dollars ($500,000,000) 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 Assistat Treasurer, pursuant to and upon compliance with the provisions of Arcle V, Article VI or Aricle VII of the Indentue. ARTICLEID 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 propert hereinabove dèscribed and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiares of the trst with respect to said propert, and to the Trustees and their successors as trustees of said propert, in the sae maner and with the same effect as if the sad propert had been owned by the Company at the time of the execution of the Original Indentue and had been NYC 712685,3 -10- specifically and at lengt described in and conveyed to the Individual Trustee and (to the extent of its legal capacity to hold the same for the puroses of the Indenture) the Corporate Trustee by the Original Indentue as a par of the propert therein stated to be conveyed. SECTION 7. That it is lawfully seized and possessed of all of the mortgaged and pledged propert described in the granting clauses of the Indentue, 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 Indentue, the First, Second, Third, Four, Fift, Sixt, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Foureenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first (as corrected by the Twenty-second), Twenty- second, Twenty-third, Twenty-fourt, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty- eighth, Twenty-ninth, Thirtieth, Thir-first, Thir-second, Thirt-third, Thirt-four, Thirt- fift, Thir-sixth, Thir-seventh, Thir-eighth, Thirt-ninth, Fortieth, Fort-first, Fort-second, Fort-third, Fort-four and Fort-fifth Supplemental Indentues and this Fort-sixth Supplemental Indentue, good, right and lawful authority to mortgage and pledge the mortgaged and pledged propert described therein, as provided in and by the Indentue; and that such mortgaged and pledged propert is, at the actual date of the initial issue of the Bonds of MT Series I, 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 grting clauses of the Indentue. SECTION 8. That it wil deliver to the Corporate Trustee anually, within ninety (90) days aftr the close of each fiscal year, commencing with the fiscal year 2010, a certificate from the principal executive offcer, principal financial offcer or principal accounting offcer as to his or her knowledge of the Company's compliance with aii 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 Indentue. ARTICLE IV The Trustees. The Trustees hereby accept the trst hereby declared and provided and agree to perform the same upon the terms and conditions in the Original Indentue, as heretofore supplemented and as supplemented by this Fort-sixth Supplementa Indentue, and in this Fort-sixth Supplemental Indenture set fort, 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 suffciency of this Fort-sixth Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitas are made by the Company only. NYC 7126853 -11- ARTICLE V Micellaneous Provisions. All terms contained in this Fort-sixth Supplemental Indenture shall, for all purposes hereof, have the meanings given to such terms in Aricle I of the Original Indenture, as amended by Aricle IV of the Second Supplemental Indenture. Except as hereby expressly amended and supplemented, the Orginal Indentue 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 Fort-sixth Supplemental Indenture may be executed in any number of counterpars, each of which when so executed shall be deemed to be an original; but such counterparts together constitute but one and the same instrument. NYC 712685.3 -12- IN WITNESS WHEREOF, Idaho Power Company, part hereto of the first par caused its corprate name to be hereunto affxed and this instrment to be signed and sealed by its President or a Vice President and its corporate seal to be attested by its Secreta or an Assistat Secreta for and on its behalf, and Deutsche Bank Trust Company Americas, one of the paries hereto of the second par in token of its acceptance of the trust hereby created has caused its corporate name to be hereunto affxed and this instrment to be signed and sealed by a Vice President and its corporate seal to be attested by an Associate and Staley Burg, one of the paries hereto of the second par, has for all like puroses hereunto set his hand and affxed his seal, each on the date hereinafter acknowledged, as ofthe day and year first above writtn. IDAHO PO~R COMPAN By ~ r: 4.z/2mr Darel T. Anderson Executive Vice President - Administative Services and Chief Financial Offcer Attest: Patrick A. Harringtn Secreta Executed, sealed and delivered by IDAHO POWER COMPAN in the presence of: ~ Sl~.a ~ùJA.'¿ ~ttR) -13- DEUTSCHE BANK TRUST COMPANY AMRICASBY~~ Vice President Attest: Executed, sealed and delivered by DEUTSCHE BANK TRUST COMPANY AMERICAS, in the presence of: Anabelle Roa 7~(L.S.) Executed, sealed and delivered by STANLEY BURG, in the presence of: -14- STATE OF IDAHO ) ) ss.:COUNTY OF ADA ) On the 17th day of June, in the year 2010, before me personally came DARRL T. ANDERSON, to me known, who being by me duly sworn did depose and say that he is the Executive Vice President - Administtive Services and Chief Financial Offcer of Idaho Power Company, one of the corprations described in and which executed the above instrment; that he knows the seal of said corporation; that the seal affxed to said instrment is such corprate seal; that it was so afxed by order of the Board of Directors of said corpration, and that he signed his name thereto by like order; the said DARRL T. ANDERSON, having personally appeared and known to me to be the Executive Vice President - Administrative Services and Chief Financial Offcer of said corporation that executed the instrument, acknowledged to me that said corporation executed the same. IN WITESS WHEREOF, I have hereunto subscribed my name aid affxed my offcial seal the day and year in this certificate first above written. . ............, g,.... "n. ""......A ~ S. BEA h""..li c:'- ef. '..r.ö.... 4l ..~ '; ...'" or .A ~~I:l '" e. -:~ ~ 01: p.R)" Ð '::t, ~ i..:. e~' 0") -i.i ~c"!f "I : ;."' PUn-Y\: I S"= .. .-! ~"= ..- "'':~# d.¡ .....o.;' ~ ~.. '",#n.A 1'E O? \: .....,'.,.............,.. -15- Christa Bear Nota Public, State of Idaho Commission expires Februar 4, 2015 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 16th day of June, in the year 2010, before me personally came CAROL NO, to me known, who being by me duly sworn did depose and say 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 afxed to said instrment 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 NO, having personally appeared and known to me to be a Vice President of said corpration that executed the instrument, acknowledged to me that said corporation exec e same. Alyssa R. ullv Nota Public, State fNew York Registration No. 01S 180190 Qualified in New York ounty Commission expires January 7, 20 i 2 IN WITNESS WHEREOF, I have hereunto subsc offcial seal the day and year in this certificate first above written. -16- STATE OF NEW YORK ) ) 55.:COUNTY OF NEW YORK ) On the 17th day of June" in the year 2010, before me, Alyssa R. Sullvan, 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 offcial seal the day and year in this certificate first above written.JQ ~~~~R.s~an Notary Public, State of New York Registration No. 0LSU6180190 Qualified in New York County Commission expires January 7, 2012 -17- STATE OF IDAHO ) ) ss.:COUN OF ADA ) DARRL T. ANERSON, being first duly sworn, upon oath, deposes and says: that he is an offcer, to wit, the Executive Vice President - Administrative Services and Chief Financial Offcer of Idaho Power Company, a corporation, the mortgagor described in the foregoing indentu or mortgage, and makes this affdavit 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 or provided for therein.~r:~ Darrel T. Anderson Executive Vice President - Administrative Services and Chief Financial Offcer Subscribed and sworn to before me this i 7th day ofJ une, 20 i o. Cl Christ Bearr Notar Public, State of Idaho Commission expires Februar 4, 20 i 5 . ...\,,itiCi::ll;U~ø6'ç .....~.... S iJ#'....4'"'''' ~ Î' . 1:!? 4'''''..~ ~~ .,.,'.OC";I$, ""Ll ..~ ll ...v -: ,. "'G ~i: ..~:"' & T ~ (i c. . 'tOvfA.1?J" "., :~ ~ .". .'.. , .~ i :i :: "t "'.oc:' :ilJf") 0 .A. :I .. ."yt.t't-' "i ¡ Jo ::il .:- C..t. tl ,.~ llIU.. \ ;¿. ~\\lP~ .~G 0 $ ~." ~ ~.'\, 1' OF wt;......~/l~. -18- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) CAROL NO, being first duly sworn, upon oath, deposes and says: that she is an offcer, to wit, a Vice President of Deutsche Bank Trust Company Americas, a corporation, one of the mortgagees and trstees named in the foregoing indenture or mortgage, and makes this affdavit 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 secur th indebtedness mentioned or provided for tlere~c~~ Vice President Subscribed and sworn to before me this 16th day of June, 2010. ~~~v Notary Public, State of New York Registration No. 01 SU61801 90 Qualified in New York County Commission expires January 7, 2012 -19- STATE OF NEW YORK ) ) 88.: COUNTY OF NEW YORK ) Subscribed and sworn to before me this i 7th day of June, 20 i o. d~ q~Aiy~an Notary Public, State of New York Registration No. 0 i S U 6 i 80 190 Qualified in New York County Commission expires January 7, 2012 -20-