B3 323937.1 37652 00369
3/10/98 12:37 PM
Exhibit4(e)(i)
AMENDMENT
AMENDMENT, dated as of January 30, 1998, to the Rights Agreement,
dated as of January 11, 1990 (the "Rights Agreement"), between Idaho Power
Company (the "Company") and First Chicago Trust Company of New York, as Rights
Agent (The Bank of New York, successor Rights Agent) (the "Rights Agent").
WHEREAS, the parties hereto are parties to the Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent deem it desirable to amend the Rights Agreement as set
forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
promises set forth herein and in the Rights Agreement, the parties hereto
agree as follows:
1. The definition of "Acquiring Person" as set forth in Section
1(a) of the Rights Agreement is hereby amended by adding the following
provision at the end thereof:
; provided, however, that Idaho Power Holding Company
("IPHC") shall not be deemed an "Acquiring Person" as a
result of the execution, delivery and performance of the
Agreement and Plan of Exchange (the "Exchange Agreement")
to be dated as of February 2, 1998, between the Company
and IPHC or the consummation of the transactions
contemplated in the Exchange Agreement.
2. Section 13 of the Rights Agreement is hereby amended by adding
the following provision at the end of the first sentence thereof:
; provided, however, that the execution, delivery and
performance of the Exchange Agreement and the consummation
of the transactions contemplated therein shall not
constitute a transaction of the kind referred to in this
Section 13.
3. This Amendment shall be governed by and construed in accordance
with the laws of the State of Idaho applicable to contracts to be made and
performed entirely within such State.
4. Except as expressly amended hereby, the Rights Agreement shall
continue in full force and effect in accordance with the provisions thereof.
5. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, Idaho Power Company and the Rights Agent have
executed this Amendment as of the date first above written.
IDAHO POWER COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
ATTEST:
/s/ Xxxxxx X. Xxxxxxx
THE BANK OF NEW YORK, RIGHTS AGENT
By: /s/ Xxxx Xxxxxxxxx
ATTEST:
/s/ Xxxxx Xxxxxx
