EXHIBIT 4(g)
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement, dated as of May 14, 2007
(this "Amendment"), amends the Rights Agreement (the "Rights Agreement"), dated
as of September 10, 1998, between IDACORP, Inc., an Idaho corporation (the
"Company") and Xxxxx Fargo Bank, N.A., as successor to The Bank of New York in
its capacity as rights agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have previously entered into
the Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend the Rights Agreement
in accordance with the provisions of Section 26 thereof; and
WHEREAS, the Company desires to participate in a direct registration
system;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein and in the Rights Agreement, the parties hereto
hereby agree as follows:
Section 1. Amendments to the Rights Agreement. The Rights Agreement is
hereby amended as follows:
(a) Section 1 of the Rights Agreement is hereby amended by adding
the following text as a new Section 1(z):
"(z) "Transaction Advice" shall have the meaning set forth
in Section 3(a)(x) hereof."
(b) Section 3(a)(x) of the Rights Agreement is hereby amended by
deleting Section 3(a)(x) in its entirety and substituting therefor the
following:
"(x) the Rights will be evidenced by the certificates for
Common Shares of the Company (which certificates shall be deemed
also to be certificates for Rights) or, in the case of
uncertificated Common Shares of the Company, not by separate
certificates but by the account entry in the Company's stock
register that evidences record ownership of such Common Shares in
the name of a specific shareholder or shareholders, which
ownership shall be confirmed by a current ownership statement
issued with respect to such uncertificated Common Shares of the
Company (a "Transaction Advice"), and"
(c) Section 3(c) of the Rights Agreement is hereby amended by
deleting Section 3(c) in its entirety and substituting therefor the
following:
"(c) Certificates for Common Shares of the Company
authenticated after the Record Date but prior to the earliest of
the Distribution Date, the Redemption Date or the Final
Expiration Date shall have impressed on, printed on, written on
or otherwise affixed to them the following legend:
This certificate also evidences and entitles the holder
hereof to certain rights as set forth in a Rights
Agreement between
IDACORP, Inc. and Xxxxx Fargo Bank Minnesota, N.A. now
known as Xxxxx Fargo Bank, N.A., dated as of September 10,
1998, (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of
IDACORP, Inc. Under certain circumstances, as set forth in
the Rights Agreement, such Rights will be evidenced by
separate certificates and will no longer be evidenced by
this certificate. IDACORP, Inc. will mail to the holder of
this certificate a copy of the Rights Agreement without
charge after receipt of a written request therefor. As
described in the Rights Agreement, Rights beneficially
owned by an Acquiring Person or an Affiliate or Associate
of an Acquiring Person (as such terms are defined in the
Rights Agreement) and any Transferee shall become null and
void.
In the case of any uncertificated Common Shares of the Company,
the Company shall cause the transfer agent to include on each
Transaction Advice with respect thereto a notation to the effect
that the Company will furnish the shareholder without charge a
full copy of any designations, relative rights, preferences and
limitations which may be attached to the securities covered by
such Transaction Advice upon written request to the Secretary of
the Company, X.X. Xxx 00, Xxxxx, Xxxxx 00000-0000.
In the event that the Company shall purchase or acquire any
Common Shares of the Company (whether certificated or
uncertificated) after the Record Date but prior to the earliest
of the Distribution Date, the Redemption Date or the Final
Expiration Date, any Rights associated with such Common Shares
shall be deemed cancelled and retired so that the Company shall
not be entitled to exercise any Rights associated with Common
Shares which are no longer outstanding."
(d) Section 16(c) of the Rights Agreement is hereby amended by
deleting Section 16(c) in its entirety and substituting therefor the
following:
"(c) subject to Sections 6 and 7(f) hereof, the Company
and the Rights Agent may deem and treat the person in whose name
the Right Certificate (or, prior to the Distribution Date, the
certificate or account entry in the Company's stock register
evidencing record ownership of the Common Shares associated with
such Rights) is registered as the absolute owner thereof and of
the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificate or the associated
Common Shares certificate, or any account entry in the Company's
stock register or any Transaction Advice made by anyone other
than the Company or the Rights Agent) for all purposes
whatsoever, and neither the Company nor the Rights Agent, subject
to the last sentence of Section 7(e), shall be affected by any
notice to the contrary; and"
(e) Section 18 of the Rights Agreement is hereby amended by
deleting the final paragraph of Section 18 in its entirety and
substituting therefor the following:
"The Rights Agent shall be protected and shall incur no
liability for, or in respect of any action taken, suffered or
omitted by it in connection with, its administration of this
Agreement in reliance upon any Right Certificate or
certificate for the Preferred Shares or Common Shares (or in the
case of uncertificated Common Shares, any account entry in the
Company's stock register that evidences record ownership of such
Common Shares) or for other securities of the Company, instrument
of assignment or transfer, power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate,
statement, or other paper or document believed by it to be
genuine and to be signed, executed and, where necessary, verified
or acknowledged, by the proper person or persons."
Section 2. Definitions. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the respective meanings ascribed to them in
the Rights Agreement.
Section 3. Continued Effect. This Amendment constitutes an integral part
of the Rights Agreement. Except as expressly modified by this Amendment, the
terms and provisions of the Rights Agreement (including the Exhibits thereto)
remain unchanged and in full force and effect. The parties hereto hereby
expressly affirm their obligations under the Rights Agreement notwithstanding
the amendments effected hereby.
Section 4. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Idaho and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State except for the
amendments to Section 18 which shall be governed by and construed in accordance
with the laws of the State of New York.
Section 5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Section 6. Effectiveness. This Amendment shall become effective
immediately upon the execution hereof by the parties hereto.
Section 7. Captions. The captions of this Amendment are for convenience
only and shall not affect the construction hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
IDACORP, INC.
By:/s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President -
Administrative Services and
Chief Financial Officer
XXXXX FARGO BANK, N.A.
By:/s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President, Xxxxx Fargo
Shareowner Services
