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IDACORP, INC.
TO
BANKERS TRUST COMPANY,
Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of February 1, 2001
TO
INDENTURE
Dated as of February 1, 2001
SENIOR DEBT SECURITIES
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Medium-Term Notes, Series A
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FIRST SUPPLEMENTAL INDENTURE dated as of February 1, 2001 made and entered
into by and between IDACORP, Inc., 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 corporation 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 Senior Debt Securities dated as
of February 1, 2001 executed and delivered by IDACORP, Inc.
WHEREAS the Indenture dated as of February 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 Three 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
"Medium-Term 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.
Medium-Term Notes, Series A
SECTION 1. The title of the series of the Securities established by this
Supplemental Indenture shall be "Medium-Term Notes, Series A" of the Issuer
(hereinafter called the "Series A Notes"). The Series A Notes shall be
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.
SECTION 2. The Series A Notes shall be issued from time to time in an
aggregate principal amount not to exceed $300,000,000.
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 an Issuer 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,
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 A Notes under the circumstances set forth in, and
subject to the provisions of, the Indenture.
SECTION 5. The terms of the Series A Notes shall be as set forth in Exhibit
A hereto, and shall include the payment and other terms reflected on the
respective Series A Notes as actually executed, authenticated and delivered
under the Indenture. Notwithstanding the foregoing, specific terms of particular
Series A Notes (any redemption, sinking fund or other repayment terms that
differ from the provisions of Article XIV or XV of the Indenture and any terms
for satisfaction and discharge of the Indenture that differ from the provisions
of Article XII of the Indenture) may be determined in accordance with or
pursuant to the Issuer Order with respect thereto, as referred to in Section 3.3
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.
IDACORP, INC.
By /s/ Xxxxxx Xxxxxxxx
______________________
Name: Xxxxxx Xxxxxxxx
Title: Vice President - Finance
& Treasurer
BANKERS TRUST COMPANY
By /s/ Xxxxx Xx
______________________
Name: Xxxxx Xx
Title: Vice President
STATE OF IDAHO )
) ss.:
COUNTY OF ADA )
At Boise, ID, on this 28th day of February 2001, before me, a Notary Public
in and for the County of Ada and State of Idaho, personally appeared Xxxxxx
Xxxxxxxx, the V.P. - Finance & Treasurer, of IDACORP, Inc., to me personally
known, who executed the foregoing instrument on behalf of said corporation, and
acknowledged the same to be his free act and deed in his said capacity and the
free act and deed of IDACORP, Inc.
NOTARIAL SEAL
/s/ Xxxx Xxxx
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Notary Public
My Commission Expires: 7/17/2004
Exhibit A
[FORM OF NOTE]
Registered
No. A-
CUSIP
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.
IDACORP, Inc.
MEDIUM-TERM NOTE, SERIES A
______% Fixed Rate Note
Original Issue Date: Principal Amount:
Interest Accrual Date: Issue Price:
Interest Payment Dates:
Maturity Date:
Redemption Date(s): Redemption Price(s):
Repayment Date(s): Repayment Price(s):
IDACORP, Inc., 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 the "Maturity Date", as set
forth above, and to pay interest hereon as described on the reverse hereof.
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.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
BELOW, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
IF SET FORTH AT THIS PLACE.
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, IDACORP, Inc. has caused this instrument to be signed
in its corporate name by the signatures or facsimile signatures of its President
or a Vice President, and its Treasurer or an Assistant Treasurer, and its
corporate seal or a facsimile thereof to be hereon impressed, engraved or
imprinted and attested by such signature or facsimile signature of its Secretary
or an Assistant Secretary.
IDACORP, Inc.
MEDIUM-TERM NOTE, SERIES A
1. This Note is one of a duly authorized issue of 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 February 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 and supplemented by the First Supplemental Indenture,
dated as of February 1, 2001, and as further amended and supplemented (herein
called the "Indenture"), to which Indenture reference is hereby made for a
statement of the rights and limitations of rights thereunder of the Holders of
the Securities and of 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 on the face hereof as Medium-Term Notes, Series A (the
"Series A Notes"), limited to $300,000,000 in aggregate principal amount. The
Series A Notes may be issued at various times with different maturity dates and
different principal repayment provisions, may bear interest at different rates,
and may otherwise vary, all as provided in the Indenture.
2.A. The record date (the "Regular Record Date") with respect to any
Interest Payment Date (as defined below) shall be on the fifteenth day of the
month immediately preceding such Interest Payment Date, whether or not such date
shall be a Business Day (unless otherwise set forth herein). Interest which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the person in whose name the Note is registered at the
close of business on the record date immediately preceding such Interest Payment
Date; provided, however, that the first payment of interest on any Note with an
Original Issue Date between a Regular Record Date and the succeeding Interest
Payment Date will be made on the Interest Payment Date following the immediately
succeeding Regular Record Date to the registered owner on such immediately
succeeding Regular Record Date; and provided, further, that interest payable at
Maturity will be payable to the person to whom principal shall be payable.
"Maturity" means the date on which the principal amount hereof becomes due and
payable, whether at Stated Maturity
or earlier by declaration of acceleration, call for redemption or otherwise.
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 subsequent 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 subsequent 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. "Business Day" means any day, other than a
Saturday or Sunday, that is not a day on which banking institutions are
authorized or required by law or regulation to be closed in The City of New
York.
B. The Company promises to pay interest on the principal amount from its
Original Issue Date at the rate per annum stated on the face hereof until the
principal amount hereof is paid or made available for payment. Unless otherwise
provided herein, the Company will pay interest semi-annually each April 1 and
October 1 (each an "Interest Payment Date"), commencing (except as set forth
above in the case of a Note with an Original Issue Date between a Regular Record
Date and an Interest Payment Date) with the Interest Payment Date immediately
following the Original Issue 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, and no interest shall
accrue by reason of such delayed payment. Each payment of interest in respect of
an Interest Payment Date shall include interest accrued to but excluding such
Interest Payment Date. Interest on Fixed Rate Series A Notes shall be computed
on the basis of a 360-day year of twelve 30-day months (unless otherwise
specified herein).
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 of the Company on the applicable Regular 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 specified above, this Note may be redeemed, as a whole or from time
to time in part, at the option of the Company, on not less than 30 days' prior
notice given as provided in the Indenture, on any Redemption Date(s) and at the
related Redemption Price(s) (expressed as a percentage of the principal amount
hereof) set forth on the face hereof, together with interest accrued and unpaid
hereon to such Redemption Date. If no such Redemption Date is set forth on the
face hereof, this Note may not be so redeemed prior to the Maturity Date
specified on the face hereof. If fewer than all the Outstanding Series A Notes
of like tenor and terms are to be redeemed, the particular
Series A Notes to be redeemed shall be selected by the Trustee not more than 60
days prior to the Redemption Date from the Outstanding Series A Notes of like
tenor or terms not previously called for redemption. Such selection shall be of
principal amounts in increments of $1,000. Subject to the immediately preceding
sentence, such selection shall be made by lot. The notice of such redemption
shall specify which Series A Notes are to be redeemed. In the event of
redemption of this Note in part only, a new Note or Series A Notes of this
series of like tenor or terms for the unredeemed portion hereof will be issued
to the Holder hereof upon the cancellation hereof.
5. If specified above, this Note will be subject to repayment at the option
of the Holder hereof on the Repayment Date(s) and at the related Repayment
Price(s) (expressed as a percentage of the principal amount hereof) indicated on
the face hereof. If no such Repayment Date is set forth on the face hereof, this
Note may not be so repaid prior to the Maturity Date specified on the face
hereof. On each Repayment Date, if any, this Note shall be repayable in whole or
in part at the option of the Holder hereof at the applicable Repayment Price set
forth on the face hereof, together with interest accrued and unpaid hereon to
such Repayment Date. In order for this Note to be repaid in whole or in part at
the option of the Holder hereof, the Paying Agent must receive not less than 30
but not more than 45 days prior to the Repayment Date (i) the Note with the form
entitled "Option to Elect Repayment" below duly completed or (ii) a facsimile
transmission or a letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States of America setting forth the name of the Holder of
the Note, the principal amount of the Note, the certificate number of the Note
or a description of the Note's tenor or terms, the principal amount of the Note
to be repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Note to be repaid with the form entitled
"Option to Elect Repayment" on the reverse of the Note duly completed will be
received by such Paying Agent no later than five Business Days after the date of
such facsimile transmission or letter and such Note and form duly completed are
received by such Paying Agent by such fifth Business Day. Exercise of such
repayment option shall be irrevocable. Such option may be exercised by the
Holder for less than the entire principal amount provided that the principal
amount remaining outstanding after repayment is an authorized denomination.
6. If an Event of Default with respect to the Series A Notes shall occur
and be continuing, the principal of all of the Series A Notes may be declared
due and payable in the manner and with the effect provided in the Indenture.
7. 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
aggregate 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
past defaults or certain Events of Default under the Indenture, with certain
exceptions as therein provided, and their consequences with respect to such
series, prior to the acceleration with respect to the Securities of 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.
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. Series A Notes will be issued in denominations of $1,000 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
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 Series A Notes of like tenor and terms 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 Series A Notes 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 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 cover 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. 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.
12. This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of Idaho.
IDACORP, Inc.
By:___________________________
By:___________________________
Trustee's Certificate of
Authentication
Dated:
This is one of the
Securities of the series
designated therein
referred to in the within-
mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By: ________________________
Authorized Signatory
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
of assignee
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the within Note of IDACORP, Inc. and does hereby irrevocably constitute and
appoint ______________________________ attorney to transfer the said Note 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 face of the Note in every
particular without alteration
or enlargement or any change
whatsoever.
OPTION TO ELECT REPAYMENT*
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The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion hereof specified below) pursuant to its terms
at a price equal to the applicable Repayment Price thereof together with
interest to the Repayment Date, to the undersigned at __________________________
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Please print or typewrite name and address
of the undersigned
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof that the Holder elects to have repaid
_____________________________________ and specify the denomination or
denominations (which shall be in authorized denominations) of the Series A Notes
to be issued to the Holder for the portion of the within Note not being repaid
(in the absence of any such specification, one such Note will be issued for the
portion not being repaid):
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Date: ______________________ _____________________________
Signature
* Note: This option is not available to a holder unless this Note contains an
express provision granting to the holder hereof an option to
elect repayment.
