EXHIBIT 4.14
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IDAHO POWER COMPANY
TO
BANKERS TRUST COMPANY,
Trustee
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______ SUPPLEMENTAL INDENTURE
Dated as of ____________
TO
INDENTURE
Dated as of August 1, 2001
DEBT SECURITIES
---------------
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_____ SUPPLEMENTAL INDENTURE dated as of ___________ made and
entered into by and between IDAHO POWER COMPANY, a corporation of the State of
Idaho (hereinafter, subject to Article XI of the Indenture, called the "Issuer"
or the "Company"), having its principal office at 0000 Xxxx Xxxxx Xxxxxx, Xxxxx,
Xxxxx 00000-0000,xxx BANKERS TRUST COMPANY, a banking corporation organized and
existing under the laws of the State of New York, as Trustee (hereinafter,
subject to Article VII of the Indenture, called the "Trustee"), having its
principal office at Four Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as Trustee
under the Indenture for Debt Securities dated as of August 1, 2001 executed and
delivered by Idaho Power Company.
WHEREAS the Indenture dated as of August 1, 2001 (herein with
all indentures supplemental thereto called the "Indenture"), provides for the
issuance of notes, debentures or other evidences of its indebtedness in one or
more series (hereinafter called the "Securities"), unlimited in aggregate
principal amount;
WHEREAS the Indenture provides in Article III thereof that,
prior to the issuance of Securities of any series, the form of such Securities
and the terms applicable to such series shall be established in, or pursuant to,
the authority granted in a resolution of the Board of Directors (delivered to
the Trustee in the form of a Board Resolution) or established in one or more
indentures supplemental thereto;
WHEREAS the Issuer desires by this Supplemental Indenture,
among other things, to establish the form of the Securities of a series, to
be titled "______________ Notes, Series _" of the Issuer, and to establish
the terms applicable to such series, pursuant to Sections 3.1 and 10.1(e) of
the Indenture;
WHEREAS the execution and delivery of this Supplemental
Indenture by the parties hereto are in all respects authorized by the provisions
of the Indenture; and
WHEREAS all things necessary have been done to make this
Supplemental Indenture a valid agreement of the Issuer, in accordance with its
terms.
NOW, THEREFORE, THIS __ SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises, it is mutually
covenanted and agreed, as follows:
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ARTICLE I.
_____________ Notes, Series __
SECTION 1. The title of the series of the Securities
established by this Supplemental Indenture shall be "______________ Notes,
Series __, due __________" of the Issuer (hereinafter called the "Series __
Notes"). The Series __ Notes shall bear interest (computed on the basis of a
360-day year of twelve 30-day months) until the principal amount thereof has
been duly paid or provided for in full, at a rate per annum equal to ___% and
at the same rate per annum on any overdue principal or (to the extent legally
enforceable) on any overdue installment of interest (the "Overdue Rate").
SECTION 2. The Series __ Notes shall be limited in aggregate
principal amount to $____________, and shall be issued substantially in the form
set forth in Exhibit A hereto (which is hereby incorporated herein and made a
part hereof), subject to changes in the form thereof made by the Issuer and
acceptable to the Trustee. The Series __ Notes shall mature on __________.
Interest shall be payable [quarterly] in arrears on the _____
day of __________, _________ and ______ (each, an "Interest Payment Date") and
at Maturity. If any Interest Payment Date would otherwise be a day that is not a
Business Day, such Interest Payment Date shall be postponed to the next day that
is a Business Day. If Maturity would otherwise be a day that is not a Business
Day, the payment of principal and interest due at Maturity shall be made on the
next day that is a Business Day and no interest shall accrue as a result of such
delayed payment.
Each payment of interest with respect of an Interest Payment
Date or at Maturity shall include interest accrued to but excluding such
Interest Payment Date or Maturity, as the case may be (an "Interest Period").
Interest on any Series __ Note that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the person in whose name such Series __ Note is registered at the close of
business on the ________ day of the month next preceding such Interest Payment
Date (the "Regular Record Date"). In the case of any Series __ Note issued
between a Regular Record Date and the initial Interest Payment Date, interest
for the period beginning on the date of issue and ending on the initial Interest
Payment Date shall be paid to the person to whom such Series __ Note shall have
been originally issued. Notwithstanding the foregoing, any interest that is
payable but not punctually paid or duly provided for on any Interest Payment
Date shall forthwith cease to be payable to the registered owner of such
Series __ Note on such Regular Record Date, and may be paid to the person in
whose name such Series __ Note is registered at the close of business on the
Special Record
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Date established by the Issuer pursuant to Section 3.8 of the Indenture or as
otherwise provided in Section 3.8 of the Indenture.
Payments of interest on any Series __ Note (other than
interest payable at Maturity) will be made by mailing a check to the Holder at
the address of the Holder appearing on the Securities Register on the applicable
record date, unless otherwise agreed to by the Issuer. The principal amount
thereof and any premium and the interest payable at Maturity will be paid at
Maturity against presentation of a Series __ Note at the office or agency of the
Issuer maintained for that purpose in the Borough of Manhattan, The City of New
York, or as otherwise provided in the Indenture.
The Series __ Notes are [not] redeemable prior to Maturity and
the provisions of Article XIV of the Indenture are inapplicable.
The Series __ Notes are [not] entitled to any sinking fund and
the provisions of Article XV of the Indenture are inapplicable thereto.
The Series __ Notes are subject to the provisions of Article
XII of the Indenture, which provide for the satisfaction and discharge of the
Indenture under the circumstances and on the conditions set forth therein.
SECTION 3. The Series _ Notes may be issued in whole or in
part as one or more Global Securities and The Depository Trust Company, or a
nominee thereof, shall be the Depository for such Global Security or Global
Securities, except in each case as otherwise provided in a Company Order with
respect to any Series _ Notes. The Depository for such Global Security or Global
Securities representing Series __ Notes may surrender one or more Global
Securities representing Series __ Notes in exchange in whole or in part for
individual Series __ Notes on such terms as are acceptable to the Issuer and
such Depository and otherwise subject to the terms of Section 2.4 of the
Indenture.
SECTION 4. The Issuer hereby appoints, or confirms the
appointment of, Bankers Trust Company as the initial Trustee, Securities
Registrar and Paying Agent, subject to the provisions of the Indenture with
respect to resignation, removal and succession, and subject, further, to the
right of the Issuer to appoint additional agents (including Paying Agents). An
Authenticating Agent may be appointed for the Series __ Notes under the
circumstances set forth in, and subject to the provisions of, the Indenture.
ARTICLE II.
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Miscellaneous Provisions
SECTION 1. The recitals contained herein shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity
of this supplemental indenture. The Indenture, as supplemented by this
supplemental indenture, is in all respects hereby adopted, ratified and
confirmed.
SECTION 2. The titles of the several Articles of this __
Supplemental Indenture shall not be deemed to be any part hereof.
SECTION 3. This __ Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this _____
Supplemental Indenture to be duly executed.
IDAHO POWER COMPANY
By ___________________
Name:
Title:
BANKERS TRUST COMPANY
By __________________
Name:
Title:
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FORM OF NOTE
EXHIBIT A
Registered
No. $_________
CUSIP
[LEGENDS, IF ANY]
IDAHO POWER COMPANY
__________ Note, Series __
due _____________
Idaho Power Company, an Idaho corporation (the "Company",
which term includes any successor issuer under the Indenture hereinafter
referred to), for value received hereby promises to pay to ________________ or
registered assigns, the principal sum of ___________ Dollars ($_________) on
________ and to pay interest (computed on the basis of a 360-day year of twelve
30-day months) thereon from the most recent Interest Payment Date to which
interest has been paid on this _________ Note, Series __, due _____________
(this "Note") or from the date hereof if such date be an Interest Payment Date,
or, in the case of interest payable on ____________ from ___________, a rate per
annum equal to ____% and at the same rate per annum on any overdue principal or
(to the extent legally enforceable) on any overdue installment of interest until
the principal hereof shall have been duly paid or provided for in full.
Such interest shall be payable quarterly in arrears on the
first day of __________, ________, _________ and ________ (each, an "Interest
Payment Date") and at Maturity. If any Interest Payment Date would otherwise be
a day that is not a Business Day, such Interest Payment Date shall be postponed
to the next day that is a Business Day. If Maturity would otherwise be a day
that is not a Business Day, the payment of principal and interest due at
Maturity shall be made on the next day that is a Business Day and no interest
shall accrue as a result of such delayed payment.
Each payment of interest with respect to an Interest Payment
Date or at Maturity shall include interest accrued to but excluding such
Interest Payment Date or Maturity, as the case may be (an "Interest Period").
The principal of (and premium, if any) and interest on this
Note are payable by the Company in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts.
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1. This Note is one of a duly authorized issue of unsecured
debt securities (hereinafter called the "Securities") of the Company of the
series hereinafter specified, all such Securities issued and to be issued under
an Indenture dated as of August 1, 2001 between the Company and Bankers Trust
Company, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), as amended by the ______ Supplemental
Indenture dated as of __________ between the Company and the Trustee
(collectively, the "Indenture"). Reference is hereby made to the Indenture for
statements of rights and limitations of rights thereunder of the Holders of the
Securities and the rights, obligations, duties and immunities of the Trustee and
of the Company, and the terms upon which the Securities are and are to be
authenticated and delivered. As provided in the Indenture, the Securities may be
issued in one or more series which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest,
if any, at different rates, may be subject to different redemption provisions,
if any, may be subject to different sinking, purchase or analogous funds, if
any, may be subject to different covenants and Events of Default and may
otherwise vary as in the Indenture provided or permitted. This Note is one of a
series designated as ________ Notes, Series __, due ____________ limited to
$__________ in aggregate principal amount (the "_______ Notes").
2. Interest that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the person in whose
name this Note is registered at the close of business on the Regular Record Date
next preceding such Interest Payment Date. The Regular Record Date, with respect
to any Interest Payment Date, shall be the close of business on the fifteenth
day of the month next preceding such Interest Payment Date. If this Note was
issued between a Regular Record Date and the initial Interest Payment Date,
interest for the period beginning on the date of issue and ending on the initial
Interest Payment Date shall be paid to the person to whom this Note shall have
been originally issued. Notwithstanding the foregoing, any interest that is
payable but not punctually paid or duly provided for on any Interest Payment
Date shall forthwith cease to be payable to the registered owner hereof on such
Regular Record Date, and may be paid to the person in whose name this Note is
registered on the close of business on a Special Record Date established by
notice given by mail, by or on behalf of the Company to such Holder not less
than fifteen days preceding such Special Record Date, such record date to be not
less than ten days preceding the date for payment of such defaulted interest, or
may be paid as more fully provided in the Indenture.
3. Payments of interest (other than interest payable at
Maturity) will be made by mailing a check to the Holder at the address of the
Holder appearing on the Securities Register on the applicable record date,
unless otherwise agreed to by the Company. The principal amount hereof and any
premium and the
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interest payable at Maturity will be paid at Maturity against presentation of
this Note at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, or as otherwise provided in the
Indenture.
4. If an Event of Default with respect to this Note occurs and
is continuing, the principal of this Note may be declared due and payable in the
manner and with the effect provided in the Indenture.
5. The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities under
the Indenture at any time by the Company with the consent of the Holders of not
less than a majority in principal amount of the Securities at the time
Outstanding of all series to be affected thereby (voting as one class). The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of any series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and past defaults under the
Indenture and their consequences with respect to such series. In the case of any
such waiver, the Holder of this Note shall be restored to his former position
and rights hereunder, such default shall cease to exist and be deemed to have
been cured and not to have occurred, and any related Event of Default shall be
deemed to have been cured, and not to have occurred for every purpose of the
Indenture; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.
6. The _________ Notes are not subject to redemption in whole
or in part and are not subject to Article XIV of the Indenture. The ___________
Notes are not entitled to any sinking fund and the provisions of Article XV of
the Indenture are inapplicable thereto.
7. The ___________ Notes will be subject to the provisions of
Article XII of the Indenture, which provide for the satisfaction and discharge
of the Indenture under the circumstances and on the conditions set forth
therein.
8. No reference herein to the Indenture and no provision of
this Note or of the Indenture shall affect or impair
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the obligation of the Company, which is unconditional and absolute, to pay the
principal of and premium, if any, and interest on this Note at the places, at
the times, at the rates, in the amounts and in the coin or currency as
prescribed herein and in the Indenture.
9. The ___________ Notes will be issued in denominations of
$_________ and integral multiples of $_____ in excess thereof.
10. As provided in the Indenture and subject to certain
limitations therein set forth, this Note is transferable on the Securities
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company to be maintained for that
purpose in The City of New York. Every ___________ Note presented for
registration of transfer shall (if so required by the Company or the Securities
Registrar) be duly endorsed, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Securities Registrar duly executed,
by the Holder hereof or its attorney duly authorized in writing, and thereupon
one or more new _____________ Notes of authorized denominations and for the same
aggregate principal amount will be issued to the designated transferee or
transferees.
The Company shall not be required (i) to issue, register the
transfer of or exchange any such ___________ Note to be redeemed for a period of
_______ days preceding the date of the mailing of the notice of redemption, or
(ii) to register the transfer of or to exchange any such _________ Note or
portion thereof selected for redemption, except the unredeemed portion of any
such _________ Note being redeemed in part.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
confer any tax or other governmental charge payable in connection therewith.
Prior to due presentment of a _______ Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name a ________ Note is registered as the owner hereof for all
purposes whether or not such __________ Note be overdue and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
11. If this Note is a Global Security (as defined in the
Indenture), (i) it is subject to the provisions of Section 2.4 of the Indenture,
and (ii) no holder of any beneficial interest herein shall have any rights under
the Indenture with respect hereto, and the Depository or its nominee may be
treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the owner hereof for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall impair, as between the
Depository and such holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depository as the Holder
hereof.
12. Unless otherwise defined herein, all terms used in this
Note which are defined in the Indenture shall have the meaning assigned to them
in the Indenture.
13. The Indenture and this Note shall for all purposes
be governed by, and construed in accordance with, the laws of the State of
Idaho, except that the obligations, rights and remedies
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of the Trustee thereunder and hereunder shall be determined under the laws of
the State of New York.
Unless the certificate of authentication hereon has been
manually executed by or on behalf of the Trustee under the Indenture, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, IDAHO POWER COMPANY has caused this
instrument to be signed in its corporate name by the signatures or facsimile
signatures of its President and its Secretary, and its corporate seal or a
facsimile thereof to be hereon impressed, engraved or imprinted.
IDAHO POWER COMPANY
By:___________________________
Name:
Title: President
By:___________________________
Name:
Title: Secretary
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Trustee's Certificate of
Authentication
This is one of the
Securities of the series
designated therein
referred to in the within-
mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By:__________________________
Name:
Title:
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
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Please insert social security Please print or typewrite
or other identifying number name and address of assignee
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the within _______ Note, Series __, due _________ of IDAHO POWER COMPANY and
does hereby irrevocably constitute and appoint ___________________ attorney or
transfer the said _________ Note, Series __, due ________ on the books of the
within-mentioned Company, with full power of substitution in the premises.
Dated:_____________________ _____________________________
Notice: The signature on this
assignment must correspond
with the name as written upon
the fact of the _____________
Note, Series __, due ________
____ in every particular
without alteration or
enlargement or any change
whatsoever.
Signature(s) must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the Trustee, which requirements include membership or
participating in STAMP or such other "signature guarantee program" as may be
determined by the Trustee in addition to or in substitution for STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
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