UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 9, 2005
Commission File Number |
Exact name of registrant as specified in
its charter, address of principal executive office and registrant's telephone number |
IRS Employer Identification Number |
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1-3198 |
Idaho Power Company
1221 W. Idaho Street Boise, ID 83702-5627 (208) 388-2200 |
82-0130980 |
State or Other Jurisdiction of Incorporation: Idaho
None | ||
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Former name or former address, if changed since last report. |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Selling Agency Agreement
On May 9, 2005, Idaho Power Company (the "Company") entered into a Selling Agency Agreement, attached hereto as Exhibit 1, in connection with the issuance and sale by the Company of up to $200,000,000 aggregate principal amount of First Mortgage Bonds, Secured Medium-Term Notes, Series F to be issued under an Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R.G. Page, as Trustees (Stanley Burg, successor individual trustee), as supplemented by all indentures supplemental thereto.
Fortieth Supplemental Indenture to Mortgage and Deed of Trust
On May 9, 2005, the Company entered into the Fortieth Supplemental Indenture, dated as of May 1, 2005, to the Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R.G. Page, as Trustees (Stanley Burg, successor individual trustee), a copy of which is attached hereto as Exhibit 4, for the purposes included therein, including the issuance of a Thirty-sixth series of Bonds under the Indenture, in the aggregate principal amount of up to $200,000,000, to be designated as First Mortgage Bonds, Secured Medium-Term Notes, Series F.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Number
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Description
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1. |
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Idaho Power Company Selling Agency Agreement, dated May 9, 2005 |
4. |
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Idaho Power Company Fortieth Supplemental Indenture to Mortgage and Deed of Trust, dated as of May 1, 2005 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 10, 2005
IDAHO POWER COMPANY | |||
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By: |
/s/ DARREL T. ANDERSON Darrel T. Anderson Senior Vice PresidentAdministrative Services and Chief Financial Officer |
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Number
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Description
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1. |
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Idaho Power Company Selling Agency Agreement, dated May 9, 2005 |
4. |
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Idaho Power Company Fortieth Supplemental Indenture to Mortgage and Deed of Trust, dated as of May 1, 2005 |
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Exhibit 1
IDAHO POWER COMPANY
First Mortgage Bonds,
Secured Medium-Term Notes, Series F
Due From Nine Months to Thirty Years
From Date of Issue
Selling Agency Agreement
May 9, 2005
Banc of America Securities LLC
9 West 57
th
Street
New York, NY 10019
BNY Capital Markets, Inc.
One Wall Street, 18 th Floor
New York, NY 10286
J.P. Morgan Securities Inc.
270 Park Ave.
New York, NY 10017
McDonald Investments Inc.
127 Public Square
Cleveland, OH 44114
Piper Jaffray & Co.
111 SW Fifth Avenue, Suite 1900
Portland, OR 97204
RBC Capital Markets Corporation
One
Liberty Plaza
165 Broadway, 2nd Floor
New York, NY 10006
Wachovia Capital Markets, LLC
301 South College
Charlotte, NC 28288
Wells Fargo Securities, LLC
608 Second Avenue South, Suite 900
MAC N9303-097
Minneapolis, MN 55479
Ladies and Gentlemen:
Idaho Power Company, an Idaho corporation (the Company), confirms its agreement with each of you with respect to the issue and sale by the Company of up to $200,000,000 aggregate principal amount of its First Mortgage Bonds, Secured Medium-Term Notes, Series F, Due from Nine Months to Thirty Years from Date of Issue (the Notes). The Notes will be issued under the Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), (the Trustee) and R.G. Page (Stanley Burg, successor individual trustee), as trustees, as supplemented and amended by all indentures supplemental thereto including the Fortieth Supplemental Indenture relating to the Notes dated as of May 1, 2005 (the Supplemental Indenture). The Indenture of Mortgage and Deed of Trust as it has been and may be supplemented as of any specified date is hereinafter referred to as the Indenture. Unless otherwise specifically provided for and set forth in a Pricing Supplement (as defined below), the Notes will be issued in minimum denominations of $1,000 and in denominations exceeding such amount by integral multiples of $1,000, will be issued only in fully registered form and will have the interest rates, maturities and, if applicable, other terms set forth in such Pricing Supplement. The Notes will be issued, and the terms thereof established, in accordance with the Indenture and the Medium-Term Notes Administrative Procedures attached hereto as Exhibit A, as they may be amended from time to time (the Procedures) (unless a Terms Agreement (as defined in Section 2(b)) modifies or otherwise supersedes such Procedures with respect to Notes issued pursuant to such Terms Agreement). The Procedures may be amended only by written agreement of the Company and you after notice to the Trustee. For the purposes of this Agreement, the term Agent shall refer to any of you acting solely in the capacity as agent for the Company pursuant to Section 2(a) and not as principal (collectively, the Agents), the term Purchaser shall refer to one of you acting solely as principal pursuant to Section 2(b) and not as agent, and the term you shall refer to you collectively whether at any time any of you is acting in both such capacities or in either such capacity. In acting under this Agreement, in whatever capacity, each of you is acting individually and not jointly.
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On the basis of the representations and warranties, and subject to the terms and conditions set forth herein, each of the Agents agrees, as agent of the Company, when requested by the Company to use its reasonable best efforts to solicit offers to purchase the Notes from the Company upon the terms and conditions set forth in the Prospectus (and any supplement thereto) and in the Procedures. Each Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company, but such Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Except as provided in Section 2(b), under no circumstances will any Agent be obligated to purchase any Notes for its own account. It is understood and agreed, however, that if approved by the Company any Agent may purchase Notes as principal pursuant to Section 2(b).
Each Agent agrees that in carrying out the transactions contemplated by the Agreement, it will observe and comply with all securities or blue sky laws, regulations, rules and ordinances in any jurisdiction in which the Notes may be offered, sold or delivered applicable to it as Agent hereunder. Each Agent agrees not to cause any advertisement of the Notes to be published in any newspaper or periodical or posted in any public place and not to publicly issue any circular relating to the Notes other than the Prospectus, except in any case with the prior express consent of the Company.
The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of instructions from the Company, the Agents will forthwith suspend solicitation of offers to purchase Notes from the Company until such time as the Company has advised them that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, for such Agents services in acting as an agent and not for a purchase by such Agent as principal, on the Closing Date with respect to each sale of Notes by the Company as a result of a solicitation made by such Agent, in an amount equal to that percentage specified in Schedule I hereto of the aggregate principal amount of the Notes sold by the Company. Such commission shall be payable as specified in the Procedures.
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The Company may from time to time offer Securities or Notes for sale otherwise than through an Agent and from time to time may appoint additional agents to sell the Notes; provided, however, that so long as this Agreement shall be in effect, the Company shall not solicit or accept offers to purchase Notes through any agent other than an Agent, except that the Company may accept offers to purchase Notes through an agent other than an Agent if the Company gives the Agents reasonable prior notice of such acceptance and any such agent enters into an agreement with the Company on terms which are substantially similar to those contained in or incorporated in this Agreement.
If the Company shall default in its obligations to deliver Notes to a purchaser whose offer it has accepted, the Company shall indemnify and hold each of you harmless against any loss, claim or damage arising from or as a result of such default by the Company.
Delivery of the certificates for Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Closing Date agreed to in such Terms Agreement, against payment of funds to the Company in the net amount due to the Company for such Notes by the method and in the form set forth in the Procedures unless otherwise agreed to between the Company and the Purchaser in such Terms Agreement.
Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to an agency sale of a Note of identical maturity and (ii) may be resold by such Purchaser at varying prices related to prevailing market prices determined at the time of resale or, if set forth in the applicable Terms Agreement and Pricing Supplement, at a fixed public offering price. In connection with any resale of Notes purchased, a Purchaser may use a selling or dealer group and may reallow to any broker or dealer any portion of the discount or
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commission payable pursuant hereto. Any resale at a discount may not exceed the amount set forth in the Pricing Supplement relating to such Notes.
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If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to such Agents and counsel for the Agents, this Agreement and all obligations of any Agent hereunder may be cancelled at any time by the Agents. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall be delivered at the office of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for the Company, on the date hereof.
If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and the applicable Terms
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Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and its counsel, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be cancelled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.
The foregoing indemnity agreement shall, upon the same terms and conditions, extend to and inure to the benefit of each person, if any, who controls any of you within the meaning of the Act.
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The foregoing indemnity agreement shall, upon the same terms and conditions, extend to and inure to the benefit of each director of the Company, each of its officers who has signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Act.
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and you.
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Very truly yours, |
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IDAHO POWER COMPANY |
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By: |
/s/ Darrel T. Anderson |
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Senior Vice President |
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Administrative Services and |
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Chief Financial Officer |
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
BANC OF AMERICA SECURITIES LLC |
WACHOVIA CAPITAL MARKETS, LLC |
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By: |
/s/ Peter J. Carbone |
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By: |
/s/ Amy Kabatznick |
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Name: Peter J. Carbone |
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Name: Amy Kabatznick |
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Title: Vice President |
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Title: Managing Director |
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BNY CAPITAL MARKETS, INC. |
WELLS FARGO SECURITIES, LLC |
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By: |
/s/ Jesus Williams |
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By: |
/s/ John P. Hullar |
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Name: Jesus Williams |
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Name: John P. Hullar |
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Title: VP |
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Title: President and CEO |
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J.P. MORGAN SECURITIES INC. |
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By: |
/s/ Stephen L. Sheiner |
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Name: Stephen L. Sheiner |
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Title: Vice President |
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MCDONALD INVESTMENTS INC. |
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By: |
/s/ Nida Raza |
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Name: Nida Raza |
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Title: Director |
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PIPER JAFFRAY & CO. |
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By: |
/s/ Robert Krueger |
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Name: Robert Krueger |
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Title: Managing Director |
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RBC CAPITAL MARKETS CORPORATION |
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By: |
/s/ Simon M. P. Ling |
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Name: Simon M. P. Ling |
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Title: Managing Director |
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SCHEDULE I
Commissions:
The Company agrees to pay each Agent a commission equal to the following percentage of the principal amount of each Note sold on an agency basis by such Agent:
Term |
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Commission Rate |
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9 |
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months to less than 12 months |
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0.125 |
% |
12 |
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months to less than 18 months |
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0.150 |
% |
18 |
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months to less than 2 years |
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0.200 |
% |
2 |
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years to less than 3 years |
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0.250 |
% |
3 |
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years to less than 4 years |
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0.350 |
% |
4 |
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years to less than 5 years |
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0.450 |
% |
5 |
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years to less than 6 years |
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0.500 |
% |
6 |
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years to less than 7 years |
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0.550 |
% |
7 |
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years to less than 10 years |
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0.600 |
% |
10 |
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years to less than 15 years |
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0.625 |
% |
15 |
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years to less than 20 years |
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0.675 |
% |
20 |
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years or more |
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0.750 |
% |
Unless otherwise specified in the applicable Terms Agreement, the discount or commission payable to a Purchaser shall be determined on the basis of the commission schedule set forth above.
Address for Notice to Agents:
Notices to (1) Banc of America Securities LLC shall be directed to it at Bank of America, 9 West 57 th Street, New York, NY 10019
Attention
of
Joseph
A. Crowley
Tel: 646-313-8800
Fax: 646-313-4803
Notices to (2) BNY Capital Markets, Inc. shall be directed to it at One Wall Street, 18 th Floor, New York, NY 10286
Attention
of
John
V. Yancey
Tel: 212-635-6890
Fax: 212-635-6434
Notices to (3) J.P. Morgan Securities Inc. shall be directed to it at 270 Park Avenue, New York, NY 10017
Attention
of
Investment
Grade Syndicate Desk
Tel: 212-834-4533
Fax: 212-834-6081
Notices to (4) McDonald Investments Inc. shall be directed to it at 127 Public Square, Cleveland, OH 44114
Attention
of
Andrew
T. Redinger
Tel: 216-689-4085
Fax: 216-689-4653
Notices to (5) Piper Jaffray & Co. shall be directed to it at 111 SW Fifth Avenue, Suite 1900, Portland, OR 97204
Attention
of
Darryl
May
Corporate Finance
Tel: 503-275-4920
Fax: 503-275-3490
Notices to (6) RBC Capital Markets Corporation shall be directed to it at One Liberty Plaza, 165 Broadway, 2nd Floor, New York, NY 10006
Attention
of
Vadim
Gazarian
Tel: (212) 858-7127
Fax: (212) 428-3018
Notices to (7) Wachovia Capital Markets, LLC shall be directed to it at 301 South College, Charlotte, NC 28288
Attention of
Jim
Williams
Tel: (704) 383-8766
Fax: (704) 383-9519
Notices to (8) Wells Fargo Securities, LLC shall be directed to it at 608 Second Avenue South, Suite 900, MAC N9303-097, Minneapolis, MN 55479
Attention
of
Joseph
W. Glenn
Tel: 612-667-3774
Fax: 612-667-4744
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EXHIBIT A
IDAHO POWER COMPANY
First Mortgage Bonds,
Secured Medium-Term Notes, Series F, Administrative Procedures
Book-Entry Form
The First Mortgage Bonds, Secured Medium-Term Notes, Series F, Due from Nine Months to Thirty Years from Date of Issue (the Notes) of Idaho Power Company (the Company) are to be offered on a continuing basis. Banc of America Securities LLC, J.P. Morgan Securities Inc., McDonald Investments Inc., Piper Jaffray & Co., Wachovia Capital Markets, LLC, Wells Fargo Securities, LLC, RBC Capital Markets Corporation and BNY Capital Markets, Inc. as agents (each an Agent), have agreed to use their reasonable best efforts to solicit purchases of Notes issued in fully registered form. The Agents will not be obligated to purchase Notes for their own account. The Notes are being sold pursuant to a Selling Agency Agreement between the Company and the agents named therein (including the Agents) dated the date hereof (the Agency Agreement). The Notes have been registered with the Securities and Exchange Commission (the Commission). The Notes will be issued under the Companys Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, between the Company and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company (the Trustee) and R.G. Page (Stanley Burg, successor individual trustee), as trustees, as supplemented, pursuant to the Fortieth Supplemental Indenture dated as of May 1, 2005 (the Indenture).
The Agency Agreement provides that Notes may also be purchased by an Agent acting solely as principal and not as agent. In the event of any such purchase, the functions of both the Agent and the beneficial owner under the administrative procedures set forth below shall be performed by such Agent acting solely as principal, unless otherwise agreed to between the Company and such Agent acting as principal.
Each Note will be represented by a Global Security (as defined hereinafter) delivered to Deutsche Bank Trust Company Americas (Deutsche Bank) as agent for The Depository Trust Company (DTC), and recorded in the book-entry system maintained by DTC (a Book-Entry Note). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note.
The procedures to be followed during, and the specific terms of, the solicitation of orders by the Agents and the sale as a result thereof by the Company are explained below. Administrative and record-keeping responsibilities will be handled for the Company by its Finance Department. The Company will advise the Agents and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents and the Trustee are to communicate regarding orders to purchase Notes and the details of their delivery.
Administrative procedures and specific terms of the offering are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth below, as adjusted in accordance with changes in DTCs operating requirements. Unless
otherwise defined herein, terms defined in the Indenture and the Notes shall be used herein as therein defined. Only fixed rate Notes may be issued. To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTCs operating requirements or the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTCs operating requirements and the Agency Agreement shall control.
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, Deutsche Bank will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company and Deutsche Bank to DTC dated as of November 21, 2000, a Bring-Down Letter of Representations from the Company and Deutsche Bank to DTC dated as of May 6, 2005 and a Medium-Term Note Certificate Agreement between Deutsche Bank and DTC, dated as of October 21, 1988, and its obligations as a participant in DTC, including DTCs Same-Day Funds Settlement system (SDFS).
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On any date of settlement (as defined under Settlement below) for one or more Book-Entry Notes, the Company will issue a single global security in fully registered form without coupons (a Global Security) representing up to $200,000,000 principal amount of all such Book-Entry Notes that have the same Issue Date, original issue discount provisions, if any, Interest Payment Dates, Regular Record Dates, redemption, repayment and extension provisions, if any, Maturity Date, and interest rate (collectively, the Terms). Each Global Security will be dated and issued as of the date of its authentication by the Trustee. Each Global Security will bear an original issue date, which will be (i) with respect to an original Global Security (or any portion thereof), the original issue date specified in such Global Security and (ii) following a consolidation of Global Securities, with respect to the Global Security resulting from such consolidation, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Securities, regardless of the date of authentication of such resulting Global Security. No Global Security will represent any securities in certificated form. |
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Identification Numbers : |
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The Company has arranged with the CUSIP Service Bureau of Standard & Poors Corporation (the CUSIP Service Bureau) for the reservation of a series of CUSIP numbers, which series consists of approximately 900 CUSIP numbers and relates to Global Securities representing Book-Entry Notes and book-entry medium-term notes issued by the Company with other series designations. Deutsche Bank, the Company and DTC have obtained from the CUSIP Service Bureau a written list of such reserved CUSIP numbers. Deutsche Bank will assign CUSIP numbers to Global Securities as described below under Settlement Procedure B. DTC will notify the CUSIP Service Bureau periodically of the CUSIP |
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A-3
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such exchange date and such new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Securities to be exchanged will no longer be valid. On the specified exchange date, Deutsche Bank will exchange such Global Securities for a single Global Security bearing the new CUSIP number and the CUSIP numbers of the exchanged Global Securities will, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. |
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Maturities : |
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Each Book-Entry Note will mature on a date not less than nine months nor more than thirty years after the Issue Date for such Note. |
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Denominations : |
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Book-Entry Notes will be issued in principal amounts of $1,000 or any amount in excess thereof that is an integral multiple of $1,000. |
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Interest : |
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General . Interest, if any, on each Book-Entry Note will accrue from the Original Interest Accrual Date for the first interest period or the last date to which interest has been paid, if any, for each subsequent interest period, on the Global Security representing such Book-Entry Note, and will be calculated and paid in the manner described in such Book-Entry Note and in the Prospectus (as defined in the Agency Agreement), as supplemented by the applicable Pricing Supplement. Unless otherwise specified therein, each payment of interest on a Book-Entry Note will include interest accrued to but excluding the Interest Payment Date or to but excluding Maturity (other than a Maturity of a Book-Entry Note occurring on the 31st day of a month, in which case such payment of interest will include interest accrued to but excluding the 30th day of such month). Interest payable at the Maturity of a Book-Entry Note will be payable to the Person to whom the principal of such Note is payable. Standard & Poors Corporation will use the information received in the pending deposit message described under Settlement Procedure C below in order to include the amount of any interest payable and certain other information regarding the related Global Security in the appropriate (daily or weekly) bond report published by Standard & Poors Corporation. |
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Regular Record Dates . Unless otherwise specified pursuant to Settlement Procedure A below, the Regular Record Dates with respect to the Interest Payment Dates set forth below shall be February 15 and August 15. |
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Interest Payment Dates . Unless otherwise specified pursuant to Settlement Procedure A below, interest payments on Book-Entry Notes will be made semiannually on March 1 and September 1 of each year and at Maturity; provided , however , that if an Interest Payment Date for a Book-Entry Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such |
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Interest Payment Date; provided further , that in the case of a Book-Entry Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. |
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Calculation of Interest : |
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Interest on Book-Entry Notes (including interest for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months. |
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Payment of Principal and Interest : |
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Payment of Interest Only . Promptly after each Regular Record Date, Deutsche Bank will deliver to the Company and DTCs Dividend Department a written notice setting forth, by CUSIP number, the amount of interest to be paid on each Global Security on the following Interest Payment Date (other than an Interest Payment Date coinciding with Maturity) and the total of such amounts. DTC will confirm the amount payable on each Global Security on such Interest Payment Date by reference to the appropriate (daily or weekly) bond reports published by Standard & Poors Corporation. The Company will pay to Deutsche Bank, as paying agent, the total amount of interest due on such Interest Payment Date (other than at Maturity), and Deutsche Bank will pay such amount to DTC, at the times and in the manner set forth below under Manner of Payment. |
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Payments at Maturity . On or about the first Business Day of each month, Deutsche Bank will deliver to the Company and DTC a written list of principal and interest to be paid on each Global Security maturing in the following month. Deutsche Bank, the Company and DTC will confirm the amounts of such principal and interest payments with respect to each such Global Security on or about the fifth Business Day preceding the Maturity of such Global Security. On or before Maturity, the Company will pay to Deutsche Bank, as paying agent, the principal amount of such Global Security, together with interest due at such Maturity. Deutsche Bank will pay such amount to DTC at the times and in the manner set forth below under Manner of Payment. If any maturity of a Global Security representing Book-Entry Notes is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Maturity. Promptly after payment to DTC of the principal and interest due at Maturity of such Global Security, the Trustee will cancel such Global Security in accordance with the Indenture and so advise the Company. On the first Business Day of each month, Deutsche Bank will deliver to the Company a written statement indicating the total principal amount of Outstanding Global Securities as of the immediately preceding Business Day. If the Maturity of a Book-Entry Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such |
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Trustee Notice to DTC Regarding Companys Exercise of Optional Redemption . After receipt of notice that the Company is exercising its option to redeem a Book-Entry Note, the Trustee will, at least 30 days before the redemption date for such Book-Entry Note, deliver to DTC a notice identifying such Book-Entry Note by CUSIP number and informing DTC of the Companys exercise of such option with respect to such Book-Entry Note. |
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Deposit of Redemption Price . On or before any redemption date, the Company shall deposit with such Trustee an amount of money sufficient to pay the redemption price, plus interest accrued to such redemption date, for all the Book-Entry Notes or portions thereof which are to be repaid on such redemption date. Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. |
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Procedure for Rate Setting and Posting : |
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The Company and the Agents will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agents are to solicit orders (the setting of such prices and rates to be referred to herein as posting) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted. |
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Acceptance and Rejection of Orders : |
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Unless otherwise instructed by the Company, each Agent will advise the Company promptly by telephone of all orders to purchase Book-Entry Notes received by such Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. |
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Preparation of Pricing Supplement : |
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If any order to purchase a Book-Entry Note is accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a Pricing Supplement) reflecting the applicable interest rates and other terms of such Book-Entry Note and will arrange to have such Pricing Supplement filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which presented the order (the Presenting Agent). The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Book-Entry Note. |
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In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix Pricing Supplements to Prospectuses prior to their use. |
A-7
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Outdated Pricing Supplements (other than those retained for files) will be destroyed. |
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Suspension of Solicitation; Amendment or Supplement : |
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The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. |
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In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and Deutsche Bank whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. |
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If the Company decides to amend or supplement the Registration Statement (as defined in the Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any such supplement to the Prospectus relating to the Notes. The Company will provide the Agents and Deutsche Bank with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). |
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Procedures For Rate Change s: |
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When the Company has determined to change the interest rates of Book-Entry Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only indications of interest may be recorded. |
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Delivery of Prospectus : |
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A copy of the Prospectus (including the Prospectus Supplement) and a Pricing Supplement relating to a Book-Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book-Entry Note and payment for such Book-Entry Note by its purchaser. If notice of a change in the |
A-8
A-9
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8. |
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Regular Record Dates, if other than February 15 and August 15. |
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Redemption provisions, if any. |
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Maturity date. |
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Purchase Price. |
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Presenting Agents commission, determined as provided in Section 2 of the Agency Agreement and certification that the purchasers were solicited solely by such Agent. |
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13. |
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Net proceeds to the Company. |
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B. |
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Deutsche Bank will assign a CUSIP number to the Global Security representing such Book-Entry Note and the Company will advise Deutsche Bank by telephone (confirmed in writing at any time on the same date) or electronic transmission of the information set forth in Settlement Procedure A above, such CUSIP number and the name of the Presenting Agent. Deutsche Bank will also notify the Presenting Agent by telephone of such CUSIP number as soon as practicable. Each such communication by the Company shall constitute a representation and warranty by the Company to Deutsche Bank and the Presenting Agent that (i) such Note is then, and at the time of issuance and sale thereof will be, duly authorized for issuance and sale by the Company, (ii) such Note, and the Global Security representing such Note, will conform with the terms of the Indenture for such Note, and (iii) upon authentication and delivery of such Global Security, the aggregate initial offering price of all Notes issued under the Indenture will not exceed $200,000,000 (except for Book-Entry Notes represented by Global Securities authenticated and delivered in exchange for or in lieu of Global Securities pursuant to the Indenture). |
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Deutsche Bank will enter a pending deposit message through DTCs Participant Terminal System providing the following settlement information to DTC (which shall route such information to Standard & Poors Corporation) and the Presenting Agent: |
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The information set forth in Settlement Procedure A. |
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The Initial Interest Payment Date for such Book-Entry Note, number of days by which such date succeeds the related Regular Record Date and amount of interest payable on such Interest Payment Date. |
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The CUSIP number of the Global Security representing such Book-Entry Note. |
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Whether such Global Security will represent any other Book-Entry Note (to the extent known at such time). |
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The participant account numbers maintained by DTC on behalf of the Presenting Agent and Deutsche Bank. |
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To the extent the Company has not already done so, the Company will deliver to the Trustee a Global Security in a form that has been approved by the Company, the Agents and the Trustee. |
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The Trustee will complete such Book-Entry Note, stamp the appropriate legend, as instructed by DTC, if not already set forth thereon, and authenticate the Global Security representing such Book-Entry Note. |
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DTC will credit such Book-Entry Note to Deutsche Banks participant account at DTC. |
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G. |
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Deutsche Bank will enter an SDFS deliver order through DTCs Participant Terminal System instructing DTC to (i) debit such Book-Entry Note to Deutsche Banks participant account and credit such Book-Entry Note to the Presenting Agents participant account and (ii) debit the Presenting Agents settlement account and credit Deutsche Banks settlement account for an amount equal to the price of such Book-Entry Note less the Presenting Agents commission. The entry of such a deliver order shall constitute a representation and warranty by Deutsche Bank to DTC that (i) the Global Security representing such Book-Entry Note has been issued and authenticated and (ii) Deutsche Bank is holding such Global Security pursuant to the Medium-Term Note Certificate Agreement between Deutsche Bank and DTC. |
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H. |
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The Presenting Agent will enter an SDFS deliver order through DTCs Participant Terminal System instructing DTC (i) to debit such Book-Entry Note to the Presenting Agents participant account and credit such Book-Entry Note to the participant accounts of the Participants with respect to such Book-Entry Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Presenting Agent for an amount equal to the price of such Book-Entry Note. |
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Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures G and H will be settled |
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System, a cancellation message to such effect by no later than 2:00 P.M. on the Business Day immediately preceding the scheduled settlement date. |
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Failure to Settle : |
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If Deutsche Bank fails to enter an SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure G, Deutsche Bank may deliver to DTC, through DTCs Participant Terminal System, as soon as practicable, a withdrawal message instructing DTC to debit such Book-Entry Note to Deutsche Banks participant account. DTC will process the withdrawal message, provided that Deutsche Banks participant account contains a principal amount of the Global Security representing such Book-Entry Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Notes represented by a Global Security, the Trustee will cancel such Global Security in accordance with the Indenture and so advise the Company and will make appropriate entries in its records. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be cancelled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Security, Deutsche Bank will exchange such Book-Entry Note for two Global Securities, one of which shall represent such Book-Entry Notes and shall be cancelled immediately after issuance and the other of which shall represent the other Book-Entry Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. |
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If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a Person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Presenting Agent may enter SDFS deliver orders through DTCs Participant Terminal System reversing the orders entered pursuant to Settlement Procedures H and G, respectively. The Presenting Agent will notify the Company by telephone of such failure. Thereafter, Deutsche Bank will deliver the withdrawal message and take the related actions described in the preceding paragraph. |
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Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Security, Deutsche Bank will provide, in accordance with Settlement Procedure E, for the authentication and issuance of a Global Security representing the other Book-Entry Notes to have been represented by such Global Security and |
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will make appropriate entries in its records. |
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Deutsche Bank Not to Risk Funds : |
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Nothing herein shall be deemed to require Deutsche Bank to risk or expend its own funds in connection with any payment to the Company, DTC, the Agents or the purchaser, it being understood by all parties that payment made by Deutsche Bank to the Company, DTC, the Agents or the purchaser shall be made only to the extent that funds are provided to Deutsche Bank for such purpose. |
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Authenticity of Signatures : |
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The Company will cause Deutsche Bank to furnish the Agents from time to time with the specimen signatures of each of Deutsche Banks officers, employees or agents who have been authorized by Deutsche Bank to authenticate Book-Entry Notes, but the Agents will have no obligation or liability to the Company or Deutsche Bank in respect of the authenticity of the signature of any officer, employee or agent of the Company or Deutsche Bank on any Book-Entry Note. |
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Advertising Costs : |
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The Company will determine with the Agents the amount of advertising that may be appropriate in soliciting offers to purchase the Book-Entry Notes. Advertising expenses will be paid by the Company. |
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Periodic Statements from Deutsche Bank : |
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Periodically, Deutsche Bank will send to the Company a statement setting forth the principal amount of Book-Entry Notes outstanding as of that date and setting forth a brief description of any sales of Book-Entry Notes of which the Company has advised Deutsche Bank but which have not yet been settled. |
A-14
EXHIBIT B
Idaho Power Company
First Mortgage Bonds,
Secured Medium Term Notes, Series F
Due from Nine Months
to Thirty Years from Date of Issue
TERMS AGREEMENT
Idaho Power Company
1221 W. Idaho St.
Boise, Idaho 83702-5627
Attention:
Subject in all respects to the terms and conditions of the Selling Agency Agreement (the Agreement) dated May 9, 2005, between [Agents], and you, the undersigned agrees to purchase the following Notes of Idaho Power Company:
Place for Delivery of Notes and
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Method of Payment: |
[same day funds] |
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Redemption Provisions, if any: |
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Modification, if any, in the requirements to deliver the documents specified in Section 6(b) of the Agreement: |
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Period during which additional Notes may not be sold pursuant to Section 4(1) of the Agreement: |
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Syndicate Provisions:
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This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
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[Purchaser] |
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By: |
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Accepted: |
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Idaho Power Company |
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By: |
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Title: |
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B-2
EXHIBIT C
Pursuant to Section 5(e) of the Selling Agency Agreement, the accountants shall furnish a letter to the Agents to the effect that:
All references in this Exhibit C to the Prospectus shall be deemed to refer to the Prospectus (including the documents incorporated by reference therein) as amended or supplemented (including the documents incorporated by reference therein) in relation to the Notes for purposes of the letter delivered at the Closing Date for such Notes.
C-2
EXHIBIT D
, 20
To the Agents referred to in the
Selling Agency Agreement
Relating to:
$200,000,000 Principal
Amount of
First Mortgage Bonds, Secured Medium-
Term Notes, Series F, of Idaho Power Company
Ladies and Gentlemen:
With reference to the issuance and sale by Idaho Power Company, an Idaho corporation (the Company), pursuant to the Selling Agency Agreement, dated May 9, 2005 (the Agency Agreement), between the Company and you of up to $200,000,000 aggregate principal amount of First Mortgage Bonds, Secured Medium-Term Notes, Series F (the Notes), to be issued under an Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R.G. Page, as Trustees (Stanley Burg, successor individual trustee) (the Trustees), as supplemented by all indentures supplemental thereto, the latest such supplemental indenture being the Fortieth Supplemental Indenture, dated as of May 1, 2005 (said Indenture of Mortgage and Deed of Trust, as so supplemented, being hereinafter called the Mortgage), we advise you that we are counsel to the Company and in that capacity have reviewed or participated in the preparation of (1) the Mortgage; (2) the registration statement (File No. 333-103812) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Act), which became effective on March 24, 2003 (Registration Statement No. 333-103812) and the registration statement (File No. 333-122153) filed with the Securities and Exchange Commission under the Act, which became effective on January 27, 2005 (Registration Statement No. 333-122153; Registration Statement No. 333-122153 and Registration Statement No. 333-103812, as amended to their respective dates of effectiveness, including the documents incorporated by reference therein as of such dates pursuant to Item 12 of Form S-3 (the Incorporated Documents), being hereinafter referred to collectively as the Registration Statement); (3) the combined prospectus, dated January 27, 2005 (the Base Prospectus), as supplemented by a prospectus supplement relating to the Notes, dated May 9, 2005 (the Prospectus Supplement) (such prospectus, as so supplemented, including the Incorporated Documents, being hereinafter referred to as the Prospectus); (4) the Agency Agreement and (5) the Bond Application, dated May 9, 2005 for authentication and delivery of the Notes in an aggregate principal amount not to exceed $200,000,000 (the Bond Application). Terms not otherwise defined herein shall have the meanings given to them in the Agency Agreement.
We have also reviewed such corporate records, certificates and other documents as we have considered necessary or appropriate for purposes of this opinion.
Based upon and subject to the foregoing, we are of the opinion that:
(1) The Mortgage has been duly authorized, executed and delivered by the Company, is a legal, valid and binding instrument enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees and other creditors rights, and to general principles of equity (whether considered in a proceeding at law or in equity) and has been qualified under the Trust Indenture Act of 1939, as amended.
(2) The Notes, when issued and paid for as contemplated in the Agency Agreement, will be legal, valid and binding obligations of the Company enforceable in accordance with their terms and entitled to the benefit of the security provided by the Mortgage, subject to bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees and other creditors rights and to general principles of equity (whether considered in a proceeding at law or in equity).
(3) The Agency Agreement has been duly authorized, executed and delivered by the Company.
(4) As of their respective effective dates, Registration Statement No. 333-103812 and Registration Statement No. 333-122153, including the Incorporated Documents, and, as of the date of the Prospectus Supplement, the Base Prospectus, as supplemented by the Prospectus Supplement, appeared on their face to comply as to form in all material respects with the applicable requirements of the Act and the Securities Exchange Act of 1934, as amended, and the applicable instructions, rules and regulations of the Commission thereunder; the Registration Statement is effective under the Act; and, to our knowledge, no proceedings for a stop order with respect thereto are pending or threatened under Section 8(d) of the Act.
(5) All regulatory consents and approvals required to be obtained by the Company from any governmental body or bodies in connection with the Companys issuance and sale of the Notes in the manner set forth in the Agency Agreement have been obtained and are in effect, except that the order of the Idaho Public Utilities Commission grants authority to sell the Notes only through November 3, 2006; it being understood that we express no opinion as to any consents or approvals required to be obtained, or other actions required to be taken, under the securities or blue sky laws of any jurisdiction.
In passing upon the form of the Registration Statement and the form of the Base Prospectus, as supplemented by the Prospectus Supplement, we necessarily assume the correctness and completeness of the representations made to us and the statements made to us or included in the Registration Statement and the Base Prospectus, as supplemented by the Prospectus Supplement, by the Company and take no responsibility therefor. In the course of the preparation by the Company of the Registration Statement and the Base Prospectus, we had conferences with certain of its officers and representatives, with other counsel for the Company and with Deloitte & Touche LLP, the independent registered public accounting firm who examined certain of the financial statements included or incorporated by reference in the Registration Statement. In the course of our examination of the Registration Statement and the Base Prospectus, as supplemented by the Prospectus Supplement, and our discussions in the above-mentioned conferences, nothing caused us to believe that, at their respective effective dates, Registration Statement No. 333-103812 or Registration Statement No. 333-122153,
D-2
including the Incorporated Documents, contained any untrue statements of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of the date of the Prospectus Supplement, the Base Prospectus, as supplemented by the Prospectus Supplement, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Also, nothing has come to our attention in the course of our examination of the Registration Statement or the Prospectus or in our discussions in the above-mentioned conferences that has caused us to believe that the Prospectus, as of the date and time of the delivery of this letter, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We express no view as to the financial statements or other financial or accounting data contained or incorporated by reference in the Registration Statement or the Prospectus.
We express no opinion as to the law of any jurisdiction other than the law of the State of New York and the federal laws of the United States. As to all matters of Idaho law and as to the matters set forth in paragraph 5 above, we have relied upon an opinion of even date herewith addressed to you by Thomas R. Saldin, Esq., General Counsel for the Company. We are not passing upon matters relating to the incorporation of the Company, title to property, liens, licenses, franchises, water rights or conformity to the laws of the States of Idaho, Montana, Nevada, Oregon or Wyoming, or upon questions of the recording of, or the validity or priority of the lien of, the Mortgage.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
D-3
EXHIBIT E
, 20
To the Agents referred to in the
Selling Agency Agreement
Relating to:
$200,000,000 Principal
Amount of
First Mortgage Bonds, Secured Medium-
Term Notes, Series F, of Idaho Power Company
Ladies and Gentlemen:
In connection with the issuance and sale pursuant to the Selling Agency Agreement, dated May 9, 2005 (the Agency Agreement), between Idaho Power Company, an Idaho corporation (the Company), and you of up to $200,000,000 aggregate principal amount of the Companys First Mortgage Bonds, Secured Medium-Term Notes, Series F (the Notes), to be issued under an Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R.G. Page, as Trustees (Stanley Burg, successor individual trustee) (the Trustees), as supplemented by all indentures supplemental thereto, the latest such supplemental indenture being the Fortieth Supplemental Indenture, dated as of May 1, 2005 between the Company and the Trustees (collectively, the Mortgage), I am the Companys General Counsel, and I am familiar with its legal status and that of its property. I am also familiar with (a) the registration statement (File No. 333-103812) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Act), which became effective on March 24, 2003 (Registration Statement No. 333-103812) and the registration statement (File No. 333-122153) filed with the Securities and Exchange Commission under the Act, which became effective on January 27, 2005 (Registration Statement No. 333-122153; Registration Statement No. 333-122153 and Registration Statement No. 333-103812, as amended to their respective dates of effectiveness, including the documents incorporated by reference therein as of such dates pursuant to Item 12 of Form S-3 (the Incorporated Documents), being hereinafter referred to collectively as the Registration Statement), (b) the combined prospectus, dated January 27, 2005 (the Base Prospectus), as supplemented by a prospectus supplement relating to the Notes, dated May 9, 2005 (the Prospectus Supplement) (such prospectus, as so supplemented, including the Incorporated Documents, being hereinafter referred to as the Prospectus), (c) the Agency Agreement and (d) the Bond Application, dated May 9, 2005 for authentication and delivery of the Notes in an aggregate principal amount not to exceed $200,000,000 (the Bond Application). Terms not otherwise defined herein shall have the meanings given to them in the Agency Agreement.
I have made such examination of corporate and other records and documents and of matters of law as in my opinion are necessary or desirable for the purposes of this opinion, and based thereon, I am of the opinion that:
(1) The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Idaho, and has full power and authority to own its properties and conduct its business in all material respects as described in the Prospectus as amended or supplemented;
(2) To the best of my knowledge and other than as set forth in the Prospectus as amended or supplemented, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would individually or in the aggregate have a material adverse effect on the consolidated financial position or results of operations of the Company and its subsidiaries considered as a whole; and, to the best of my knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;
(3) The Agency Agreement has been duly authorized, executed and delivered by the Company;
(4) The Notes, when issued and paid for as contemplated in the Agency Agreement, will be legal, valid and binding obligations of the Company, enforceable in accordance with their terms and entitled to the benefit of the security provided by the Mortgage, subject to bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees and other creditors rights and to general principles of equity (whether considered in a proceeding at law or in equity); and the Notes and the Mortgage conform to the descriptions thereof in the Prospectus as amended or supplemented;
(5) The Mortgage has been duly authorized, executed and delivered by the Company and constitutes a valid lien to the extent that it purports to be one upon the property described therein as being subject to the lien thereof (except any which has been duly released from the lien thereof) and is a legal, valid and binding instrument, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other laws of general applicability relating to or affecting mortgagees and other creditors rights and to general principles of equity (whether considered in a proceeding at law or in equity); said Mortgage has been duly recorded and filed in such manner and in such places as are required by law in order to establish, preserve and protect the lien of said Mortgage;
(6) The issue and sale of the Notes in an aggregate principal amount not to exceed the amount set forth in the Bond Application and the compliance by the Company with all of the provisions of the Notes, the Mortgage and the Agency Agreement with respect to the Notes and the consummation of the transactions therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such actions result in any violation of the provisions of the Restated Articles of Incorporation, as amended or Bylaws, as amended, of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties;
E-2
(7) The description of the Companys property in the Mortgage is adequate to constitute the Mortgage a lien thereon. The Company has good and marketable fee title to all real property upon which the Mortgage purports to create a lien, except water rights, leases, licenses, franchises, easements and other interests in real property of a similar nature, as to which it has good and valid title, in each case free and clear of all liens, charges and encumbrances other than excepted encumbrances as defined in the Mortgage and the lien of the Mortgage, subject to minor defects and clouds common to property of the size and character of that of the Company. Such minor defects and clouds are in my opinion not important and do not materially interfere with the operations of the Company or materially detract from the value of its property;
(8) The Company has such valid franchises, permits, licenses, easements and consents, free from burdensome restrictions, as are required by law for the operation of the Companys system and as are required for the adequate conduct of its business in the territory which it serves;
(9) As of their respective effective dates, Registration Statement No. 333-103812 and Registration Statement No. 333-122153, including the Incorporated Documents, and, as of the date of the Prospectus Supplement, the Base Prospectus, as supplemented by the Prospectus Supplement, appeared on their face to comply as to form in all material respects with the requirements of the Act and the Securities Exchange Act of 1934, as amended, and the applicable instructions, rules and regulations of the Securities and Exchange Commission thereunder; the Registration Statement is effective under the Act; and, to my knowledge, no proceedings for a stop order with respect thereto are pending or threatened under Section 8(d) of the Act; and
(10) All regulatory consents and approvals required to be obtained by the Company from any governmental body or bodies in connection with the Companys issuance and sale of the Notes in the manner set forth in the Agency Agreement have been obtained and are in effect, except that the order of the Idaho Public Utilities Commission grants authority to sell the Notes only through November 3, 2006; it being understood that I express no opinion as to any consents or approvals required to be obtained, or other actions required to be taken, under state securities or Blue Sky laws of any jurisdiction.
I have no reason to believe that, at their respective effective dates, Registration Statement No. 333-103812 or Registration Statement No. 333-122153, including the Incorporated Documents, contained any untrue statements of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of the date of the Prospectus Supplement, the Base Prospectus, as supplemented by the Prospectus Supplement, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that I express no view as to the financial statements or other financial or accounting data contained or incorporated by reference in the Registration Statement or the Prospectus. Also, nothing has come to my attention in the course of my examination of the Registration Statement or the Prospectus that has caused me to believe that the Prospectus, as of the date and time of the delivery of this letter, contained any untrue statement of a material fact or omitted to state a
E-3
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Very truly yours,
Thomas R. Saldin
E-4
Exhibit 4
Executed in
75 Counterparts
of which this is
Counterpart No.
IDAHO POWER COMPANY
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
AND
STANLEY BURG,
As Trustees
under its Mortgage and Deed of Trust
dated as of October 1, 1937.
Fortieth Supplemental Indenture
providing among other things for Bonds of MTN Series F
Dated as of May 1, 2005
TABLE OF CONTENTS(1)
(1) This table of contents shall not have any bearing upon the interpretation of this Supplemental Indenture.
i
SUPPLEMENTAL INDENTURE, dated as of the first day of May, 2005 made and entered into by and between IDAHO POWER COMPANY, a corporation of the State of Idaho (successor by merger to Idaho Power Company, a corporation of the State of Maine, hereinafter sometimes called the Maine Company), whose address is 1221 West Idaho Street, Boise, Idaho 83702-5627 (hereinafter sometimes called the Company), party of the first part, and DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a corporation of the State of New York whose post office address is 60 Wall Street, New York, New York 10005 (hereinafter sometimes called the Corporate Trustee), and Stanley Burg (hereinafter sometimes called the Individual Trustee), parties of the second part (the Corporate Trustee and the Individual Trustee being hereinafter together sometimes called the Trustees), as Trustees under the Mortgage and Deed of Trust dated as of October 1, 1937 hereinafter referred to; and
WHEREAS, the Maine Company has heretofore executed and delivered to the Trustees its Mortgage and Deed of Trust (hereinafter sometimes referred to as the Original Indenture), dated as of October 1, 1937, to secure the payment both of the principal of and interest and premium, if any, on all Bonds at any time issued and outstanding thereunder and to declare the terms and conditions upon which Bonds are to be issued thereunder; and
WHEREAS, the Maine Company was merged into the Company on June 30, 1989; and
WHEREAS, in order to evidence the succession of the Company to the Maine Company and the assumption by the Company of the covenants and conditions of the Maine Company in the Bonds and in the Original Indenture, as supplemented, contained, and to enable the Company to have and exercise the powers and rights of the Maine Company under the Original Indenture, as supplemented, in accordance with the terms thereof, the Company executed and delivered to the Trustees a Twenty-eighth Supplemental Indenture, dated as of June 30, 1989 (which supplemental indenture is hereinafter sometimes called the Twenty-eighth Supplemental Indenture); and
WHEREAS, said Twenty-eighth Supplemental Indenture was recorded in the records of the County of Elko, Nevada; the Counties of Baker, Grant, Harney, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln, Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the Counties of Lincoln and Sweetwater, Wyoming; and with the Secretary of State of Montana; and
WHEREAS, in accordance with the terms of the Original Indenture the Maine Company or the Company has executed and delivered to the Trustees the following supplemental indentures in addition to the Twenty-eighth Supplemental Indenture:
Designation |
|
Dated as of |
First Supplemental Indenture |
|
July 1, 1939 |
Second Supplemental Indenture |
|
November 15, 1943 |
1
Designation |
|
Dated as of |
Third Supplemental Indenture |
|
February 1, 1947 |
Fourth Supplemental Indenture |
|
May 1, 1948 |
Fifth Supplemental Indenture |
|
November 1, 1949 |
Sixth Supplemental Indenture |
|
October 1, 1951 |
Seventh Supplemental Indenture |
|
January 1, 1957 |
Eighth Supplemental Indenture |
|
July 15, 1957 |
Ninth Supplemental Indenture |
|
November 15, 1957 |
Tenth Supplemental Indenture |
|
April 1, 1958 |
Eleventh Supplemental Indenture |
|
October 15, 1958 |
Twelfth Supplemental Indenture |
|
May 15, 1959 |
Thirteenth Supplemental Indenture |
|
November 15, 1960 |
Fourteenth Supplemental Indenture |
|
November 1, 1961 |
Fifteenth Supplemental Indenture |
|
September 15, 1964 |
Sixteenth Supplemental Indenture |
|
April 1, 1966 |
Seventeenth Supplemental Indenture |
|
October 1, 1966 |
Eighteenth Supplemental Indenture |
|
September 1, 1972 |
Nineteenth Supplemental Indenture |
|
January 15, 1974 |
Twentieth Supplemental Indenture |
|
August 1, 1974 |
Twenty-first Supplemental Indenture |
|
October 15, 1974 |
Twenty-second Supplemental Indenture |
|
November 15, 1976 |
Twenty-third Supplemental Indenture |
|
August 15, 1978 |
Twenty-fourth Supplemental Indenture |
|
September 1, 1979 |
Twenty-fifth Supplemental Indenture |
|
November 1, 1981 |
Twenty-sixth Supplemental Indenture |
|
May 1, 1982 |
Twenty-seventh Supplemental Indenture |
|
May 1, 1986 |
Twenty-ninth Supplemental Indenture |
|
January 1, 1990 |
Thirtieth Supplemental Indenture |
|
January 1, 1991 |
Thirty-first Supplemental Indenture |
|
August 15, 1991 |
Thirty-second Supplemental Indenture |
|
March 15, 1992 |
Thirty-third Supplemental Indenture |
|
April 1, 1993 |
Thirty-fourth Supplemental Indenture |
|
December 1, 1993 |
Thirty-fifth Supplemental Indenture |
|
November 1, 2000 |
Thirty-sixth Supplemental Indenture |
|
October 1, 2001 |
Thirty-seventh Supplemental Indenture |
|
April 1, 2003 |
Thirty-eighth Supplemental Indenture |
|
May 15, 2003 |
Thirty-ninth Supplemental Indenture |
|
October 1, 2003 |
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,
2
Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln, Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the Counties of Lincoln and Sweetwater, Wyoming; and with the Secretary of State of Montana; and
WHEREAS, the Maine Company or the Company has heretofore issued Bonds, under and in accordance with the terms of the Indenture in the following series and aggregate principal amounts:
Series |
|
Principal
|
|
Principal
|
|
|
3-3/4% Series due 1967 |
|
$ |
18,000,000 |
|
None |
|
3-1/8% Series due 1973 |
|
18,000,000 |
|
None |
|
|
2-3/4% Series due 1977 |
|
5,000,000 |
|
None |
|
|
3% Series due 1978 |
|
10,000,000 |
|
None |
|
|
2-3/4% Series due 1979 |
|
12,000,000 |
|
None |
|
|
3-1/4% Series due 1981 |
|
15,000,000 |
|
None |
|
|
4-1/2% Series due 1987 |
|
20,000,000 |
|
None |
|
|
4-3/4% Series due 1987 |
|
15,000,000 |
|
None |
|
|
4% Series due April 1988 |
|
10,000,000 |
|
None |
|
|
4-1/2% Series due October 1988 |
|
15,000,000 |
|
None |
|
|
5% Series due 1989 |
|
15,000,000 |
|
None |
|
|
4-7/8% Series due 1990 |
|
15,000,000 |
|
None |
|
|
4-1/2% Series due 1991 |
|
10,000,000 |
|
None |
|
|
5-1/4% Series due 1996 |
|
20,000,000 |
|
None |
|
|
6-1/8% Series due 1996 |
|
30,000,000 |
|
None |
|
|
7-3/4% Series due 2002 |
|
30,000,000 |
|
None |
|
|
8-3/8% Series due 2004 |
|
35,000,000 |
|
None |
|
|
10% Series due 2004 |
|
50,000,000 |
|
None |
|
|
8-1/2% Series due 2006 |
|
30,000,000 |
|
None |
|
|
9% Series due 2008 |
|
60,000,000 |
|
None |
|
|
10-1/4% Series due 2003 |
|
62,000,000 |
|
None |
|
|
First Mortgage Bonds, 1984 Series |
|
10,100,000 |
|
None |
|
|
16.10% Series due 1991-1992 |
|
50,000,000 |
|
None |
|
|
Pollution Control Series A |
|
49,800,000 |
|
None |
|
|
8.65% Series due 2000 |
|
80,000,000 |
|
None |
|
|
9.50% Series due 2021 |
|
75,000,000 |
|
None |
|
|
9.52% Series due 2031 |
|
25,000,000 |
|
None |
|
|
8% Series due 2004 |
|
50,000,000 |
|
None |
|
|
8 3/4% Series due 2027 |
|
50,000,000 |
|
None |
|
|
Secured Medium-Term Notes, Series A |
|
190,000,000 |
|
None |
|
|
Secured Medium-Term Notes, Series B |
|
197,000,000 |
|
140,000,000 |
|
|
Secured Medium-Term Notes, Series C |
|
200,000,000 |
|
200,000,000 |
|
|
Secured Medium-Term Notes, Series D |
|
200,000,000 |
|
200,000,000 |
|
|
3
Series |
|
Principal
|
|
Principal
|
|
Secured Medium-Term Notes, Series E |
|
245,000,000 |
|
245,000,000 |
|
Pollution Control Series B |
|
49,800,000 |
|
49,800,000 |
|
which bonds are hereinafter sometimes called bonds of the First through Thirty-fifth Series; and
WHEREAS, the Company, in accordance with the provisions of the Indenture and pursuant to appropriate resolutions of its Board of Directors, has duly determined to make, execute and deliver to the Trustees this Fortieth Supplemental Indenture for the purposes herein provided, including the issuance of a Thirty-sixth 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 F (herein sometimes called the Bonds of MTN Series F); 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, Thirty-sixth, Thirty-seventh and Thirty-ninth Supplemental Indentures; and
WHEREAS, all things necessary to make said Bonds of MTN Series F, 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 Fortieth Supplemental Indenture and the issue of said Bonds as in this Fortieth 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 Fortieth 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 Deutsche Bank Trust Company Americas, as Trustees as aforesaid, and to their successor or successors in said trust, and to them and their successors, heirs and assigns forever, all property, whether real, personal or mixed (except any hereinafter expressly excepted), and wheresoever situated, acquired since the date of
4
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 |
|
|
|
|
|
|
|
Bennett Mountain Power Plant |
|
Elmore Co., Idaho |
|
|
|
|
|
TRANSMISSION LINES & SYSTEMS |
|
|
|
|
|
|
|
716 Bennett Mountain - Rattlesnake 4.5 miles 230kV |
|
Elmore Co., Idaho |
|
Bennett Mountain step-up station |
|
Elmore Co., Idaho |
|
|
|
|
|
DISTRIBUTION LINES & SYSTEMS |
|
|
|
|
|
|
|
34, 35, 36, 37 and 38 Branches and extensions of the Companys
Distribution Lines and
|
|
||
|
|
|
|
SUBSTATIONS |
|
|
|
|
|
|
|
Rattlesnake Substation |
|
Elmore Co., Idaho |
|
FRANCHISES
None
ALL OTHER LANDS, IMPROVEMENTS, BUILDINGS AND OTHER SUBSTATIONS
None
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, 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.
5
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, Thirty-fifth, Thirty-sixth, Thirty-seventh, Thirty-eighth and Thirty-ninth Supplemental Indentures and this Fortieth 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:
6
Notwithstanding the foregoing, so long as there is no existing default in the payment of interest on the Bonds of MTN Series F, all Bonds of MTN Series F 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 F 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 F, 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 F 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 F which bear interest at a fixed rate shall mean February 15 for interest payable March 1 and August 15 for interest payable September 1, for Bonds of MTN Series F which bear interest at a fixed rate that is payable on others 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 Fortieth Supplemental Indenture, and for Bonds of MTN Series F 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 F 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.
7
The Bonds of MTN Series F, 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 F 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 F 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 F 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 Fortieth Supplemental Indenture.
Bonds of MTN Series F 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 F 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 F so called or selected for redemption.
8
The Company hereby covenants, warrants and agrees:
9
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 Fortieth Supplemental Indenture, and in this Fortieth 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 Fortieth 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.
All terms contained in this Fortieth 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 Fortieth 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.
10
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 Deutsche Bank Trust Company Americas, one of the parties hereto of the second part, in token of its acceptance of the trust hereby created has caused its corporate name to be hereunto affixed and this instrument to be signed and sealed by a Vice President and its corporate seal to be attested by an Associate and Stanley Burg, one of the parties hereto of the second part, has for all like purposes hereunto set his hand and affixed his seal, each on the date hereinafter acknowledged, as of the day and year first above written.
|
IDAHO POWER COMPANY |
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By |
/s/ Darrel T. Anderson |
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Darrel T. Anderson |
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Senior Vice President |
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Administrative Services and |
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Chief Financial Officer |
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Attest: |
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/s/ Thomas R. Saldin |
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Thomas R. Saldin |
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Secretary |
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Executed, sealed and delivered by |
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IDAHO POWER COMPANY |
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in the presence of: |
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/s/ Joanne M. Butler |
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/s/ Jeanne Richter |
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11
|
DEUTSCHE
BANK TRUST COMPANY
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By |
/s/ Susan Johnson |
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Susan Johnson |
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Vice President |
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Attest: |
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/s/ Irina Golovashchuk |
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Executed, sealed and delivered by |
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DEUTSCHE BANK TRUST |
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COMPANY AMERICAS, |
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in the presence of: |
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/s/ David J. Rocco |
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/s/ Victor Carneiro |
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/s/ Stanley Burg |
[L.S.] |
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Stanley Burg |
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Executed, sealed and delivered by |
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STANLEY BURG, |
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in the presence of: |
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/s/ David J. Rocco |
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/s/ Victor Carneiro |
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12
STATE OF IDAHO |
) |
|
) ss.: |
COUNTY OF ADA |
) |
On the 4 th day of May, in the year 2005, before me personally came DARREL T. ANDERSON, to me known, who being by me duly sworn did depose and say that he resides at 1677 W. Spanish Bay Drive, Eagle, Idaho 83616; that he is the Senior Vice President - Administrative Services and Chief Financial Officer of Idaho Power Company, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order; the said DARREL T. ANDERSON, having personally appeared and known to me to be the Senior Vice President Administrative Services and Chief Financial Officer of said corporation that executed the instrument, acknowledged to me that said corporation executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.
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/s/ Mary Gray |
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Mary Gray |
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Notary Public, State of Idaho |
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|
Commission expires July 17, 2010 |
13
STATE OF NEW YORK |
) |
|
) ss.: |
COUNTY OF NEW YORK |
) |
On the 5th day of May, in the year 2005, before me personally came SUSAN JOHNSON, to me known, who being by me duly sworn did depose and say that she resides at E. 46 th Street, Brooklyn, New York; that she is a Vice President of Deutsche Bank Trust Company Americas, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that she signed her name thereto by like order; the said SUSAN JOHNSON, having personally appeared and known to me to be a Vice President of said corporation that executed the instrument, acknowledged to me that said corporation executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.
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/s/ Boris Treyger |
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Notary Public, State of New York |
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Registration No. 01TR6016003 |
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Qualified in Kings County |
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Commission expires 12/30/2006 |
14
STATE OF NEW YORK |
) |
|
) ss.: |
COUNTY OF NEW YORK |
) |
On the 5th day of May, in the year 2005, before me, Boris Treyger, 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.
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/s/ Boris Treyger |
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Notary Public, State of New York |
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Registration No. 01TR6016003 |
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Qualified in Kings County |
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Commission expires 12/30/2006 |
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STATE OF IDAHO |
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) ss.: |
COUNTY OF ADA |
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DARREL T. ANDERSON, being first duly sworn, upon oath, deposes and says: that he is an officer, to wit, the Senior Vice President Administrative Services and Chief Financial Officer of Idaho Power Company, a corporation, the mortgagor described in the foregoing indenture or mortgage, and makes this affidavit on behalf of said Idaho Power Company; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned to be thereby secured.
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/s/ Darrel T. Anderson |
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Darrel T. Anderson |
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Senior Vice President |
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Administrative Services and |
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Chief Financial Officer |
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Subscribed and sworn to before me |
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this 4 th day of May, 2005. |
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/s/ Mary Gray |
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Mary Gray |
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Notary Public, State of Idaho |
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Commission expires July 17, 2010 |
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STATE OF NEW YORK |
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) ss.: |
COUNTY OF NEW YORK |
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SUSAN JOHNSON, being first duly sworn, upon oath, deposes and says: that She is an officer, to wit, a Vice President of Deutsche Bank Trust Company Americas, a corporation, one of the mortgagees and trustees named in the foregoing indenture or mortgage, and makes this affidavit on behalf of said Deutsche Bank Trust Company Americas; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein.
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/s/ Susan Johnson |
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Susan Johnson |
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Vice President |
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Subscribed and sworn to before me |
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this 5 th day of May, 2005. |
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/s/ Boris Treyger |
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Boris Treyger |
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Notary Public, State of New York |
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Registration No. 01TR6016003 |
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Qualified in Kings County |
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Commission expires 12/30/2006 |
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17
STATE OF NEW YORK |
) |
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) ss.: |
COUNTY OF NEW YORK |
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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.
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/s/ Stanley Burg |
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Stanley Burg |
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Subscribed and sworn to before me |
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this 5 th day of May, 2005. |
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/s/ Boris Treyger |
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Boris Treyger |
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Notary Public, State of New York |
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Registration No. 01TR6016003 |
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Qualified in Kings County |
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Commission expires 12/30/2006 |
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18