IDAHO POWER COMPANY TO BANK ONE TRUST COMPANY, N.A. Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 1, 2001 TO INDENTURE Dated as of August 1, 2001 DEBT SECURITIES _______________ Floating Rate Notes, Series A due September 1, 2002
Exhibit 4c
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IDAHO POWER COMPANY
TO
BANK ONE TRUST
COMPANY, N.A.
Trustee
_______________
Dated as of September
1, 2001
TO
INDENTURE
Dated as of August 1,
2001
DEBT SECURITIES
_______________
Floating Rate Notes,
Series A
due September 1, 2002
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FIRST SUPPLEMENTAL INDENTURE
dated as of September 1, 2001 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 BANK ONE TRUST COMPANY, N.A., a banking corporation organized
and existing under the laws of the State of Illinois, as Trustee (hereinafter,
subject to Article VII of the Indenture, called the "Trustee"),
having its principal office at 1 Bank Xxx Xxxxx, Xxxxx XX-0-0000 Xxxxxxx,
Xxxxxxxx 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 "Floating Rate Notes,
Series A" 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 FIRST
SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the
premises, it is mutually covenanted and agreed, as follows:
ARTICLE I.
Floating Rate Notes, Series A
SECTION 1. The title of the series of the Securities established by this
Supplemental Indenture shall be "Floating Rate Notes, Series A, due
September 1, 2002" of the Issuer (hereinafter called the "Series A
Notes"). The Series A Notes shall
bear interest (computed on the basis of the actual number of days in the
applicable interest period divided by 360) until the principal amount thereof
has been duly paid or provided for in full, at a rate per annum that shall be
reset quarterly on each Interest Payment Date (as defined below) equal to the
Three-Month LIBOR Rate, calculated as set forth below, plus 0.35% 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"). The interest rate on the Series A Notes in
effect from September 12, 2001 to but excluding December 1, 2001 shall be 3.71%
per annum.
SECTION 2.
The Series A Notes shall be limited in
aggregate principal amount to $100,000,000, 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 A Notes shall mature on September
1, 2002.
Interest shall be payable quarterly
in arrears on the first day of December, March and June (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, unless the Business Day is in the next succeeding
calendar month, in which case the Interest Payment Date shall be the
immediately preceding 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.
"Business Day", when used
with respect to any place or places where the principal of and interest on the
Series A Notes are payable or any other location specified in the Series A
Notes or the Indenture, means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in that place or
location are generally authorized or obligated by law, regulation or executive
order to close; provided that day is also a London Banking Day. "London Banking Day" means any day
on which commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) in London, England.
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").
The Issuer hereby appoints Banc One
Capital Markets, Inc. as the Calculation Agent to calculate the interest rate on
the Series A Notes. The Calculation
Agent will reset the interest rate on each Interest Payment Date, each such
date an "Interest Reset Date".
The second London Banking Day preceding an Interest Reset Date will be
the "Interest Determination Date" for that Interest Reset Date. The interest rate in effect on each day that
is not an Interest Reset Date will be the interest rate determined as of the
Interest Determination Date pertaining to the immediately preceding Interest
Reset Date. The interest rate in effect
on any day that is an Interest Reset Date will be the interest rate determined
as of the Interest Determination Date pertaining to that Interest Reset Date,
except that the interest rate in effect for the period from and including
September 12, 2001 to the next succeeding Interest Reset Date shall be 3.71%
per annum.
The Calculation Agent shall
determine the Three-Month LIBOR Rate in accordance with the following
provisions:
(i) With
respect to any Interest Determination Date, the Three-Month LIBOR Rate will be
the rate for deposits in United States dollars having a maturity of three
months commencing on the first day of the applicable Interest Period that
appears on Telerate Page 3750 as of 11:00 A.M., London time, on that Interest
Determination Date. If no rate appears,
the Three-Month LIBOR Rate with respect to that Interest Determination Date,
will be determined in accordance with the provisions described in (ii) below.
(ii) With respect to an Interest Determination
Date on which no rate appears on Telerate Page 3750, as specified in (i) above,
the Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered quotation
for deposits in United States dollars for the period of three months,
commencing on the first day of the applicable Interest Period, to prime banks
in the London interbank market at approximately 11:00 A.M., London time, on
that Interest Determination Date and in a principal amount that is
representative for a single transaction in United States dollars in that market
at that time. If at least two
quotations are provided, then the Three-Month LIBOR Rate on the Interest Determination
Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then the Three-Month
LIBOR Rate on the Interest Determination Date will be the arithmetic mean of
the rates quoted at approximately 11:00 A.M., in The City of New York, on the
Interest Determination Date by three major banks in The City of New York
selected by the Calculation Agent for loans in United States dollars to leading
European banks, having a three-month maturity and in a principal amount that is
representative for a single transaction in United States dollars in that market
at that time; provided, however, that if the banks selected by the Calculation
Agent are not providing quotations in the manner described in this sentence,
the Three-Month LIBOR Rate determined as of that Interest Determination Date
will be the Three-Month LIBOR Rate in effect on that Interest Determination
Date.
"Telerate Page 3750" means the display
designated as "Page 3750" on Bridge Telerate, Inc., or any successor service,
for the purpose of displaying the London interbank rates of major banks for
United States dollars.
The Calculation Agent shall notify
the Issuer and the Trustee of each determination of the interest rate
applicable to the Series A Notes promptly after such determination is
made. The Trustee, upon the request of
any holder of a Series A Note, will provide the interest rate then in effect
and, if different, the interest rate which will become effective as a result of
the determination made with respect to the most recent Interest Reset Date with
respect to the Series A Notes.
Interest on any Series A 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 A Note is
registered at the close of business on the fifteenth day of the month next
preceding such Interest Payment Date (the "Regular Record
Date"). In the case of any Series
A 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 A
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 A Note on
such Regular Record Date, and may be paid to the person in whose name such
Series A Note is registered at the close of business on the Special Record 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
A 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 A
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 A Notes are not
redeemable prior to Maturity and the provisions of Article XIV of the Indenture
are inapplicable.
The Series A Notes are not entitled
to any sinking fund and the provisions of Article XV of the Indenture are
inapplicable thereto.
The Series A 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 A 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 A Notes. The Depository for such Global Security or Global Securities representing Series A Notes may surrender one or more Global Securities representing Series A Notes in exchange in whole or in part for individual Series A 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, Bank One
Trust Company, N.A. 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 A Notes
under the circumstances set forth in, and subject to the provisions of, the
Indenture.
ARTICLE II.
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
First Supplemental Indenture shall not be deemed to be any part hereof.
SECTION 3. This First 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 First Supplemental Indenture to be duly executed.
IDAHO POWER COMPANY
By:/s/Xxxxxx
X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Vice President - Finance
and Treasurer
BANK ONE TRUST COMPANY, N.A.
By:/s/Xxxxxx
X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Account Executive
EXHIBIT A
Registered No. $__________
CUSIP ____________
[SEE LEGEND AT END OF NOTE]
If this Note is registered in the
name of The Depository Trust Company (the "Depository") (55 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx) or its nominee, this Note may not be transferred
except as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor Depository
or a nominee of such successor Depository unless and until this Note is
presented by an authorized agent of The Depository Trust Company to the Issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other
name as is requested by an authorized representative of The Depository Trust
Company and any payment is made to Cede & Co. ANY TRANSFER, PLEDGE OR OTHER USE THEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede &
Co., has an interest herein.
IDAHO POWER COMPANY
Floating Rate Note,
Series A
due September 1, 2002
Idaho Power Company, an Idaho
corporation (the "Company", which term includes any successor issuer
under the Indenture hereinafter referred to), for value received hereby promises
to pay to ________________ or registered assigns, the principal sum of
___________ Dollars ($_________) on September 1, 2002 and to pay interest
(computed on the basis of the actual number of days in the applicable interest
period divided by 360) thereon from the most recent Interest Payment Date to
which interest has been paid on this Floating Rate Note, Series A, due
September 1, 2002 (this "Note") or from the date hereof if such date
be an Interest Payment Date, or, in the case of interest payable on December 1,
2001 from September __, 2001, at a rate per annum that shall be reset quarterly
on each Interest Payment Date equal to the Three-Month LIBOR Rate calculated as
specified below, plus 0.35% 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. The initial interest rate on this
Note shall be ___% per annum (the "Initial Interest Rate").
Such interest shall be payable
quarterly in arrears on the first day of December, March and June (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, unless the Business Day is in the next succeeding
calendar month, in which case the Interest Payment Date shall be the
immediately preceding 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.
"Business Day", when used
with respect to any place or places where the principal of and interest on this
Note are payable or any other location specified in the Notes or the Indenture,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in that place or location are generally
authorized or obligated by law, regulation or executive order to close;
provided that day is also a London Banking Day. "London Banking Day" means any day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) in London, England.
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 Calculation Agent will reset
the interest rate on this Note on each Interest Payment Date, each such date an
"Interest Reset Date". The
second London Banking Day preceding an Interest Reset Date will be the
"Interest Determination Date" for that Interest Reset Date. The interest rate in effect on each day that
is not an Interest Reset Date will be the interest rate determined as of the
Interest Determination Date pertaining to the immediately preceding Interest
Reset Date. The interest rate in effect
on any day that is an Interest Reset Date will be the interest rate determined
as of the Interest Determination Date pertaining to that Interest Reset Date,
except that the interest rate in effect for the period from and including the
date of this Note to the next succeeding Interest Reset Date shall be the
Initial Interest Rate.
The Calculation Agent shall
determine the Three-Month LIBOR Rate in accordance with the following
provisions:
(i) With
respect to any Interest Determination Date, the Three-Month LIBOR Rate will be
the rate for deposits in United States dollars having a maturity of three
months commencing on the first day of the applicable Interest Period that
appears on Telerate Page 3750 as of 11:00 A.M., London time, on that Interest
Determination Date. If no rate appears,
the Three-Month LIBOR Rate, with respect to that Interest Determination Date,
will be determined in accordance with the provisions described in (ii) below.
(ii) With respect to an Interest
Determination Date on which no rate appears on Telerate Page 3750, as specified
in (i) above, the Calculation Agent will request the principal London offices
of each of four major reference banks in the London interbank market, as
selected by the Calculation Agent, to provide the Calculation Agent with its
offered quotation for deposits in United States dollars for the period of three
months, commencing on the first day of the applicable Interest Period, to prime
banks in the London interbank market at approximately 11:00 A.M., London time,
on that Interest Determination Date and in a principal amount that is
representative for a single transaction in United States dollars in that market
at that time. If at least two
quotations are provided, then the Three-Month LIBOR Rate on the Interest
Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided,
then the Three-Month LIBOR Rate on the Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., in The City of
New York, on the Interest Determination Date by three major banks in The City
of New York selected by the Calculation Agent for loans in United States
dollars to leading European banks, having a three-month maturity and in a
principal amount that is representative for a single transaction in United
States dollars in that market at that time; provided, however, that if the
banks selected by the Calculation Agent are not providing quotations in the
manner described in this sentence, the Three-Month LIBOR Rate determined as of
that Interest Determination Date will be the Three-Month LIBOR Rate in effect
on that Interest Determination Date.
"Telerate Page 3750"
means the display designated as "Page 3750" on Bridge Telerate, Inc.,
or any successor service, for the purpose of displaying the London interbank
rates of major banks for United States dollars.
The Calculation Agent shall notify
the Company and the Trustee of each determination of the interest rate
applicable to this Note promptly after such determination is made. The Trustee, upon the request of the Holder
of this Note, will provide the interest rate then in effect and, if different,
the interest rate which will become effective as a result of the determination
made with respect to the most recent Interest Reset Date with respect to this
Note.
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.
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 Bank One
Trust Company, N.A., as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), as amended by the First
Supplemental Indenture dated as of September 1, 2001 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 Floating Rate Notes, Series A, due
September 1, 2002 limited to $100,000,000 in aggregate principal amount (the
"Floating Rate 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 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 Floating Rate Notes will not be subject to redemption in
whole or in part and will not be subject to Article XIV of the Indenture. The Floating Rate Notes will not be entitled
to any sinking fund and the provisions of Article XV of the Indenture are
inapplicable thereto.
7. The Floating Rate 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 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 Floating Rate Notes will be issued in denominations of
$100,000 and integral multiples of $1,000 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 Floating Rate 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 Floating Rate 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 Floating Rate Note
to be redeemed for a period of fifteen days preceding the date of the mailing
of the notice of redemption, or (ii) to register the transfer of or to exchange
any such Floating Rate Note or portion thereof selected for redemption, except
the unredeemed portion of any such Floating Rate 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 Floating Rate 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 Floating Rate Note is registered as the owner hereof for
all purposes whether or not such Floating Rate 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 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
Trustee's Certificate
of
Authentication
This is one of the Securities of the series designated
therein referred to in the within-
mentioned Indenture.
BANK ONE
TRUST COMPANY, N.A.
as Trustee
By:__________________________
Name:
Title:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto
_____________________________ ____________________________
Please insert social security Please print or typewrite
or other identifying number name and address of assignee
_______________________________________________________________
_______________________________________________________________
the within Floating Rate Note, Series A, due September 1,
2002 of IDAHO POWER COMPANY and does hereby irrevocably constitute and appoint
___________________ attorney or transfer the said Floating Rate Note, Series A,
due September 1, 2002 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 Floating Rate Note, Series A, due September 1, 2002 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.
RESTRICTED NOTE
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE OR OTHER LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE ACT. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER
THE ACT), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR
TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED
BY RULE 144(k) OF THE ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE
SECURITIES AND THE LAST DATE ON WHICH IDAHO POWER COMPANY OR ANY "AFFILIATE"
(AS DEFINED IN RULE 144 UNDER THE ACT) OF IDAHO POWER COMPANY WAS THE OWNER OF
THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) OR (Y) SUCH LATER DATE, IF ANY, AS
MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION
DATE") EXCEPT (A) TO IDAHO POWER COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE ACT, (C) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER," AS DEFINED
IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT, SUBJECT IN
EACH OF THE FOREGOING CASES OF ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF
ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL
TIMES WITHIN ITS OR THEIR CONTROL, AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND; PROVIDED THAT IDAHO POWER COMPANY AND THE TRUSTEE SHALL HAVE THE
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING
CASES, BUT ONLY IF THIS NOTE IS NOT A GLOBAL SECURITY (AS DEFINED IN THE
INDENTURE REFERRED TO HEREIN), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO IDAHO POWER COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION DATE.
