EXHIBIT
4.14


 


 




 





 


 


 


IDAHO
POWER COMPANY


TO


DEUTSCHE
BANK TRUST COMPANY AMERICAS,


Trustee


 


 


_______________


______
SUPPLEMENTAL INDENTURE


Dated
as of ____________


TO


INDENTURE


 


Dated
as of August 1, 2001


 


DEBT
SECURITIES

_______________


 


 


 


 


 




 





 





















 


_____ 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 1221 West Idaho Street, Boise,
Idaho 83702-5627, and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as
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 60 Wall
Street, New York, New York 10005, 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 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
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.


 


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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, Deutsche Bank Trust Company Americas 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.


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.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this _____ Supplemental Indenture to be duly
executed.


	
   

  	
  IDAHO
  POWER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS

  
	
   

  	
   

  	
   

  
	
   

  	
  By
  

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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