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 1,
2007
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Exact name of registrants as specified in |
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Commission |
their charters, address of principal executive |
IRS Employer |
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File Number |
offices and registrants' telephone number |
Identification Number |
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1-14465 |
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IDACORP, Inc. |
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82-0505802 |
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1-3198 |
Idaho Power Company |
82-0130980 |
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1221 W. Idaho Street |
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Boise, ID 83702-5627 |
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(208) 388-2200 |
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State or Other Jurisdiction of Incorporation: Idaho |
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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.):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
IDACORP, Inc.
Idaho Power
Company
Form 8-K
ITEM 8.01 OTHER EVENTS
The Bonneville Power Administration Residential Exchange Program
The Pacific Northwest Electric
Power Planning and Conservation Act of 1980, through the Residential Exchange
Program, provides access to the benefits of low-cost federal hydroelectric
power to residential and small farm customers of the region's investor-owned
utilities. The program is administered by the Bonneville Power Administration
("BPA"). Idaho Power Company ("IPC") entered into settlement agreements with
the BPA which settled IPC's rights under the Residential Exchange Program for
the fiscal year 2002-2006 rate period and for the fiscal year 2007-2011 rate
period. Pursuant to these agreements between the BPA and IPC, benefits from
BPA were passed through to IPC's Idaho and Oregon residential and small-farm
customers in the form of electricity bill credits.
Several of the BPA's publicly-owned and the direct-service industry customers filed lawsuits against the BPA with the United States Court of Appeals for the Ninth Circuit challenging certain aspects of the BPA's agreements with IPC, as well as the BPA's agreements with other investor-owned utilities, and challenging the level of benefits previously paid to investor-owned utility customers. On May 3, 2007, the Ninth Circuit ruled that the settlement agreements entered into between the BPA and the investor-owned utilities (including IPC) are inconsistent with the Northwest Power Act. On May 21, 2007, the BPA notified IPC and six other investor-owned utilities that it was immediately suspending the Residential Exchange Program payments that the utilities pass through to their residential and small-farm customers in the form of electricity bill credits.
IPC has taken action with both the Idaho Public Utilities Commission ("IPUC") and the Public Utility Commission of Oregon to reduce the level of credit on its customers' bills to zero, effective June 1, 2007.
IPC is currently evaluating what actions it may take to restore the credit to its customers.
Power Cost Adjustment
On April 13, 2007, IPC filed its
2007-2008 Power Cost Adjustment ("PCA") application with the IPUC with a
requested effective date of June 1, 2007. The filing requested an increase to
the PCA component of customer's rate from the existing level, which was $46.8
million below base rates, to a level that is $30.7 million above those base
rates, an increase of approximately $77.5 million, net of proceeds from the
sale of excess SO
2
emission allowances.
On May 31, 2007, the IPUC approved IPC's PCA application, effective June 1, 2007 for the period June 1, 2007 through May 31, 2008.
Idaho Power Pension Expense
On June 1, 2007, the IPUC
authorized IPC to account for its defined benefit pension expense on a cash
basis, and to defer and account for accrued SFAS 87 pension expense as a
regulatory asset. By this authorization, IPC will be able to remove the impact
of SFAS 87 pension expense from its income statement. IPC will begin deferring
pension expense to a regulatory asset account to be matched with revenue when
future pension contributions are recovered through rates. The deferral of
pension expense will not begin until $4.1 million of past contributions still
recorded on the balance sheet have been expensed. For 2007, it is estimated
that approximately $2.8 million will be deferred to a regulatory asset
beginning in the third quarter.
FERC Investigation
On March 28, 2007, the Federal Energy Regulatory Commission ("FERC") advised IPC that the FERC was commencing a preliminary, non-public investigation into the pricing and availability of transmission capacity into and out of IPC's IPCO point of delivery and transactions related to that transmission capacity during the period January 1, 2003 to present. Subsequently on May 15, 2007, the FERC made a data request in connection with this investigation, to which IPC responded on June 1, 2007. IPC is unable to predict the outcome of this investigation.
Shareholder Lawsuit
On May 26, 2004 and June 22, 2004, respectively, two shareholder lawsuits were filed in the
U.S. District Court for the District of Idaho against IDACORP, Inc. ("IDACORP") and certain of its directors and officers. The lawsuits, captioned Powell, et al. v. IDACORP, Inc., et al. and
Shorthouse, et al. v. IDACORP, Inc., et al., raised largely similar allegations. The lawsuits were putative class actions brought on behalf of purchasers of IDACORP stock between February 1, 2002 and June 4, 2002.
On March 29, 2006, the U .S. District Court for the District of Idaho (Judge Edward J. Lodge) issued an Order in this case adopting the Report and Recommendation of Magistrate Judge Mikel H. Williams of the U.S. District Court for the District of Idaho issued on September 14, 2005, granting the defendants' motion to dismiss because plaintiffs failed to satisfy the pleading requirements for loss causation. However, Judge Lodge modified the Report and Recommendation and ruled that plaintiffs had until May 1, 2006, to file an amended complaint only as to the loss causation element. On May 1, 2006, the plaintiffs filed an amended complaint. The defendants filed a motion to dismiss the amended complaint on June 16, 2006, asserting that the amended complaint still failed to satisfy the pleading requirements for loss causation. On March 6, 2007, Magistrate Judge Williams recommended dismissal of plaintiffs' amended complaint without leave to further amend.
On May 21, 2007, the U.S. District Court for the District of Idaho (Judge Edward J. Lodge) granted the defendants' motion to dismiss the complaint because the amended complaint failed to satisfy the pleading requirements for loss causation. The court also denied the plaintiffs' request to amend the complaint. The plaintiffs have thirty days within which to file an appeal.
Western Shos hone National Council
On April 10, 2006, the Western
Shoshone National Council and certain of its individual tribal members filed a
First Amended Complaint and Demand for Jury Trial in the U.S. District Court
for the District of Nevada, naming IPC and other unrelated entities as
defendants. The plaintiffs alleged that the defendants' ownership interest in
certain land, minerals, water or other resources was converted and fraudulently
conveyed from lands in which the plaintiffs had historical ownership rights and
Indian title dating back to the 1860's or before.
On June 19, 2006, the defendants, including IPC, filed a motion to dismiss the plaintiffs' complaint. On May 31, 2007, the U.S. District Court for the District of Nevada granted the motion to dismiss stating that the plaintiffs' claims are barred by the finality provision of the Indian Claims Commission Act.
Memorandum of Understanding
On May 18, 2007 IPC announced the execution of a Memorandum of Understanding ("MOU") with PacifiCorp under which the companies would pursue and evaluate the possible development of new high voltage transmission lines from Wyoming across southern Idaho. The companies anticipate that various segments of the project under consideration would be completed between 2012 and 2014, and would be designed to meet growth in customers' need for electricity and increase electrical transmission capacity across southern Idaho. IPC is continuing to evaluate the project under the MOU process at this time. If the project is constructed, IPC estimates that its share of project costs would be $800 million to $1.2 billion.
Forty-second Supplemental Indenture to Mortgage and Deed of Trust
IPC entered into a Forty-second Supplemental Indenture, dated as of May 1, 2007 (the "Supplemental Indenture"), to the Mortgage and Deed of Trust, dated as of October 1, 1937, between IPC 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, the "Indenture"), to increase the maximum amount of obligations to be secured by the Indenture to $1.5 billion. The Supplemental Indenture is filed as Exhibit 4 hereto.
Certain statements contained in this Current Report on Form 8-K, including statements with respect to future earnings, ongoing operations, and financial conditions, are "forward-looking statements" within the meaning of federal securities laws. Although IDACORP and Idaho Power believe that the expectations and assumptions reflected in these forward-looking statements are reasonable, these statements involve a number of risks and uncertainties, and actual results may differ materially from the results discussed in the statements. Factors that could cause actual results to differ materially from the forward-looking statements include: changes in and compliance with governmental policies, including new interpretations of existing policies, and regulatory actions and regulatory audits, including those of the Federal Energy Regulatory Commission, the Idaho Public Utilities Commission, the Oregon Public Utility Commission and the Internal Revenue Service with respect to allowed rates of return, industry and rate structure, day-to-day business operations, acquisition and disposal of assets and facilities, operation and construction of plant facilities, relicensing of hydroelectric projects, recovery of purchased power expenses, recovery of other capital investments, present or prospective wholesale and retail competition (including but not limited to retail wheeling and transmission costs) and other refund proceedings; changes arising from the Energy Policy Act of 2005; litigation and regulatory proceedings, including those resulting from the energy situation in the western United States, and settlements that influence business and profitability; changes in and compliance with environmental, endangered species and safety laws and policies; weather variations affecting hydroelectric generating conditions and customer energy usage; over-appropriation of surface and groundwater in the Snake River Basin resulting in reduced generation at hydroelectric facilities; construction of power generating, transmission and distribution facilities including inability to obtain required governmental permits and approvals, and risks related to contracting, construction and start-up; operation of power generating facilities including breakdown or failure of equipment, performance below expected levels, competition, fuel supply, including availability, transportation and prices, and transmission; impacts from the potential formation of a regional transmission organization or the development of another transmission group and the dissolution of Grid West; population growth rates and demographic patterns; market demand and prices for energy, including structural market changes; changes in operating expenses and capital expenditures and fluctuations in sources and uses of cash; results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by factors such as credit ratings and general economic conditions; actions by credit rating agencies, including changes in rating criteria and new interpretations of existing criteria; homeland security, natural disasters, acts of war or terrorism; market conditions that could affect the operations and prospects of IDACORP's subsidiaries or their competitors; increasing health care costs and the resulting effect on medical benefits paid for employees; performance of the stock market and the changing interest rate environment, which affect the amount of required contributions to pension plans, as well as the reported costs of providing pension and other postretirement benefits; increasing costs of insurance, changes in coverage terms and the ability to obtain insurance; changes in tax rates or policies, interest rates or rates of inflation; adoption of or changes in critical accounting policies or estimates; and new accounting or Securities and Exchange Commission requirements, or new interpretation or application of existing requirements. Any such forward-looking statement should be considered in light of such factors and others noted in the company's Annual Report on Form 10-K for the year ended December 31, 2006, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 and other reports on file with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of any such factor on the business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Number |
Description |
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Idaho Power Company Forty-second Supplemental Indenture to Mortgage and Deed of Trust, dated as of May 1, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrants have duly caused this report to be signed on their
behalf by the undersigned hereunto duly authorized.
Dated: June 4, 2007
IDACORP, Inc.
By:
/s/
Darrel T. Anderson
Darrel T. Anderson
Senior Vice President -
Administrative Services and
Chief Financial Officer
Idaho Power Company
By:
/s/
Darrel T. Anderson
Darrel T. Anderson
Senior Vice President -
Administrative Services and
Chief Financial Officer
INDEX TO EXHIBITS
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Number |
Description |
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4 |
Idaho Power Company Forty-second Supplemental Indenture to Mortgage and Deed of Trust, dated as of May 1, 2007. |
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.
_______________
Forty-second Supplemental Indenture
Dated as of May 1, 2007
TABLE OF CONTENTS [1]
Page
Parties and Recitals........................................................................................................................... 1
ARTICLE I
Maximum amount of obligations to be secured by the indenture.......................................................... 5
ARTICLE II The Trustees
Acceptance of trust........................................................................................................................... 5
Recitals deemed made by the Company............................................................................................. 5
ARTICLE III Miscellaneous Provisions
Meanings of terms............................................................................................................................. 5
Ratification and Confirmation............................................................................................................. 5
Counterparts..................................................................................................................................... 5
Testimonium...................................................................................................................................... 6
Signatures and seals........................................................................................................................... 6
Acknowledgments............................................................................................................................. 8
Affidavits......................................................................................................................................... 11
[1] This table of contents shall not have any bearing upon the interpretation of this Supplemental Indenture.
i
SUPPLEMENTAL INDENTURE, dated as of the first day of May, 2007, 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:
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Designation |
Dated as of |
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First Supplemental Indenture |
July 1, 1939 |
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Second Supplemental Indenture |
November 15, 1943 |
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Third Supplemental Indenture |
February 1, 1947 |
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Fourth Supplemental Indenture |
May 1, 1948 |
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Fifth Supplemental Indenture |
November 1, 1949 |
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Sixth Supplemental Indenture |
October 1, 1951 |
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Seventh Supplemental Indenture |
January 1, 1957 |
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Eighth Supplemental Indenture |
July 15, 1957 |
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Ninth Supplemental Indenture |
November 15, 1957 |
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Tenth Supplemental Indenture |
April 1, 1958 |
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Eleventh Supplemental Indenture |
October 15, 1958 |
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Twelfth Supplemental Indenture |
May 15, 1959 |
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Thirteenth Supplemental Indenture |
November 15, 1960 |
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Fourteenth Supplemental Indenture |
November 1, 1961 |
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Fifteenth Supplemental Indenture |
September 15, 1964 |
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Sixteenth Supplemental Indenture |
April 1, 1966 |
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Seventeenth Supplemental Indenture |
October 1, 1966 |
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Eighteenth Supplemental Indenture |
September 1, 1972 |
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Nineteenth Supplemental Indenture |
January 15, 1974 |
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Twentieth Supplemental Indenture |
August 1, 1974 |
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Twenty-first Supplemental Indenture |
October 15, 1974 |
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Twenty-second Supplemental Indenture |
November 15, 1976 |
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Twenty-third Supplemental Indenture |
August 15, 1978 |
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Twenty-fourth Supplemental Indenture |
September 1, 1979 |
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Twenty-fifth Supplemental Indenture |
November 1, 1981 |
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Twenty-sixth Supplemental Indenture |
May 1, 1982 |
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Twenty-seventh Supplemental Indenture |
May 1, 1986 |
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Twenty-ninth Supplemental Indenture |
January 1, 1990 |
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Thirtieth Supplemental Indenture |
January 1, 1991 |
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Thirty-first Supplemental Indenture |
August 15, 1991 |
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Thirty-second Supplemental Indenture |
March 15, 1992 |
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Thirty-third Supplemental Indenture |
April 1, 1993 |
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Thirty-fourth Supplemental Indenture |
December 1, 1993 |
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Thirty-fifth Supplemental Indenture |
November 1, 2000 |
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Thirty-sixth Supplemental Indenture |
October 1, 2001 |
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Thirty-seventh Supplemental Indenture |
April 1, 2003 |
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Thirty-eighth Supplemental Indenture |
May 15, 2003 |
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Thirty-ninth Supplemental Indenture |
October 1, 2003 |
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Fortieth Supplemental Indenture |
May 1, 2005 |
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Forty-first Supplemental Indenture |
October 1, 2006 |
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2 |
each of which is supplemental to the Original Indenture (the Original Indenture and all indentures supplemental thereto together being hereinafter sometimes referred to as the "Indenture"); and
WHEREAS, the Original Indenture and said Supplemental Indentures (except said Fifteenth Supplemental Indenture) have each been recorded in the records of the County of Elko, Nevada; the Counties of Baker, Grant, Harney, Malheur, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln, Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the Counties of Lincoln and Sweetwater, Wyoming; and with the Secretary of State of Montana; and
WHEREAS, the Maine Company or the Company has heretofore issued Bonds, under and in accordance with the terms of the Indenture in the following series and aggregate principal amounts:
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3 |
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Series |
Principal Amount Issued |
Principal Amount Outstanding |
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3-3/4% Series due 1967 |
$18,000,000 |
None |
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3-1/8% Series due 1973 |
18,000,000 |
None |
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2-3/4% Series due 1977 |
5,000,000 |
None |
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3% Series due 1978 |
10,000,000 |
None |
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2-3/4% Series due 1979 |
12,000,000 |
None |
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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 |
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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 |
80,000,000 |
|
Secured Medium-Term Notes, Series C |
200,000,000 |
200,000,000 |
|
Secured Medium-Term Notes, Series D |
200,000,000 |
200,000,000 |
|
Secured Medium-Term Notes, Series E |
245,000,000 |
245,000,000 |
|
Pollution Control Series B |
49,800,000 |
49,800,000 |
|
Secured Medium Term Notes, Series F |
60,000,000 |
60,000,000 |
|
Pollution Control Series C |
116,300,000 |
116,300,000 |
which bonds are hereinafter sometimes called bonds of the First through Thirty-seventh Series; and
WHEREAS, Section 22 and Section 121 of the Indenture provide that the Company may amend the Indenture to increase the maximum amount of the obligations to be secured by the Indenture by executing and delivering to the Trustees a supplemental indenture specifying the maximum amount of such obligations thereafter to be secured by the Indenture as so amended, and the Company has determined so to increase the maximum amount of obligations to be secured by the Indenture to One Billion Five Hundred Million Dollars ($1,500,000,000); and
WHEREAS, the Company, in accordance with the provisions of the Indenture and pursuant to appropriate resolutions of its Board of Directors, has duly determined to make, execute and deliver to the Trustees this Forty-second Supplemental Indenture to amend and supplement the Indenture for the purposes herein provided; and
WHEREAS, all things necessary to make the Original Indenture, as heretofore supplemented and as supplemented hereby, a valid and legally binding instrument for the security of the Bonds, have been performed:
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in consideration of the premises and of One Dollar to
it duly paid by the Trustees at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, and in order to increase
the maximum amount of obligations to be secured by the Indenture, the Company
has duly executed and delivered to the Trustees this Forty-second Supplemental
Indenture; and it is hereby covenanted, declared and agreed by and between the
parties hereto, for the benefit of those who shall hold the Bonds and interest
coupons, or any of them, issued and to be issued under the Indenture, as
follows:
4
Pursuant to Section 22 and Section 121 of the Indenture, the maximum amount of obligations to be secured by the Indenture is hereby increased to One Billion Five Hundred Million Dollars ($1,500,000,000), provided, however, that the maximum amount of obligations to be secured by the Indenture may at any time and from time to time be further increased or decreased (but not below the amount of Bonds at the time outstanding thereunder) as provided in the Indenture.
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 Forty-second Supplemental Indenture, and in this Forty-second 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 Forty-second 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 the Forty-second Supplemental Indenture shall, for all purposes hereof, have the meanings given to such terms in Article I of the Original Indenture, as amended by Article IV of the Second Supplemental Indenture.
Except as hereby expressly amended and supplemented, the Original Indenture as heretofore amended and supplemented is in all respects ratified and confirmed, and all the terms and provisions thereof shall be and remain in full force and effect.
This Forty-second 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.
5
IN WITNESS WHEREOF, Idaho Power Company, party hereto of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and sealed by its President or a Vice President and its corporate seal to be attested by its Secretary or an Assistant Secretary for and on its behalf, and Deutsche Bank Trust Company Americas, one of the parties hereto of the second part, in token of its acceptance of the trust hereby created has caused its corporate name to be hereunto affixed and this instrument to be signed and sealed by two of its Vice Presidents and its corporate seal to be attested by one of its officers 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 COMPAN Y
By /s/ Darrel T. Anderson
Darrel T. Anderson
Senior Vice President - Administrative Services
and Chief Financial Officer
Attest:
/s/ Patrick A. Harrington
Patrick A. Harrington
Secretary
Executed, sealed and delivered by
IDAHO POWER COMPANY
in the presence of:
/s/ Sandra D. Holmes
/s/ Myrna K. Aasheim
6
DEUTSCHE BANK TRUST COMPANY AMERICAS
By/s/ Richard L. Buckwalter
Richard L. Buckwalter
Director
By/s/ Randy Kahn
Randy Kahn
Vice President
Attest:
/s/ Michelle Bundy
Michelle Bundy
Account Administrator
Executed, sealed and delivered by
DEUTSCHE BANK TRUST
COMPANY AMERICAS,
in the presence of:
/s/ Chris Niesy
Chris Niesy
/s/ Jennifer Davis
Jennifer Davis
/s/ Stanley Burg
Stanley Burg
Executed, sealed and delivered by
STANLEY BURG,
in the presence of:
/s/ Chris Niesy
Chris Niesy
/s/ Jennifer Davis
Jennifer Davis
7
STATE OF IDAHO )
) ss.:
COUNTY OF ADA )
On the 4 th day of May, in the year 2007, 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.
/s/ Mary Gray
Mary Gray
Notary Public, State of Idaho
Commission expires July 17, 2010
8
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 8th day of May, in the year 2007, before me personally came Richard L. Buckwalter and Randy Kahn, to me known, who being by me duly sworn did depose and say that they are, respectively, Director and Vice President of Deutsche Bank Trust Company Americas, one of the corporations described in and which executed the above instrument; that each 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 each signed his/her name thereto by like order; the said Richard L. Buckwalter and Randy Kahn, having personally appeared and known to me to each be, respectively, Director and Vice President of said corporation that executed the instrument, acknowledged to me that said corporation executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.
/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
Registration #01JA6062022
Qualified in New York County
My Commission Expires September 23, 2009
9
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 9th day of May, in the year 2007, before me, Annie Jaghatspanyan, a Notary Public in and for the State of New York in the County of New York, personally appeared and came STANLEY BURG, to me known and known to me to be the person described in and who executed the within and foregoing instrument and whose name is subscribed thereto and acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.
/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
Registration #01JA6062022
Qualified in New York County
My Commission Expires September 23, 2009
10
STATE OF IDAHO )
) ss.:
COUNTY OF ADA )
DARREL T. ANDERSON, being first duly sworn, upon oath, deposes and says: that he is an officer, to wit, the 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.
/s/ Darrel T. Anderson
Darrel
T. Anderson
Subscribed and sworn to before me
this 4
th
day of May, 2007.
/s/ Mary Gray
Mary Gray
Notary Public, State of Idaho
Commission expires July 17, 2010
11
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
Richard L. Buckwalter and Randy Kahn, being first duly sworn, upon oath, depose and say: that each is an officer, to wit, Director and a Vice President of Deutsche Bank Trust Company Americas, a corporation, one of the mortgagees and trustees named in the foregoing indenture or mortgage, and makes this affidavit on behalf of said Deutsche Bank Trust Company Americas; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein.
/s/ Richard L. Buckwalter
Richard L. Buckwalter
Subscribed and sworn to before me
this 8th day of May, 2007.
/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
Registration #01JA6062022
Qualified in New York County
My Commission Expires September 23,
2009
12
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
STANLEY BURG, being first duly sworn, upon oath, deposes and says: that he is one of the mortgagees and trustees named in the foregoing indenture or mortgage; that said indenture or mortgage is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein.
/s/ Stanley Burg
Stanley Burg
Subscribed and sworn to before me
this 9th day of May, 2007.
/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
Registration #01JA6062022
Qualified in New York County
My Commission Expires September 23,
2009
13