EXHIBIT 4.8


 






 


 


IDACORP, INC.


 


TO


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,


 


Trustee


 


 






 


            SUPPLEMENTAL INDENTURE


 


Dated as of               


 


TO


 


INDENTURE


 


Dated as of February 1, 2001


 


SENIOR DEBT SECURITIES


 






 


 






 













 


          
SUPPLEMENTAL INDENTURE dated as of                       
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 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 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 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 “                    
Notes, 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:


 













 


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 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       Notes shall
be issued from time to time in an aggregate principal amount not to exceed $              .


 


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 an
Issuer 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.


 


SECTION 5.        The terms of the Series      
Notes shall be as set forth in Exhibit A hereto, and shall include the
payment and other terms reflected on the respective Series      
Notes as actually executed, authenticated and delivered under the
Indenture.  Notwithstanding the
foregoing, specific terms of particular Series      
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.


 


2













 


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.


 


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


 


	
   

  	
  IDACORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


3













 


	
  STATE OF
  IDAHO

  	
  )

  
	
   

  	
  ) ss.:

  
	
  COUNTY OF
  ADA

  	
  )

  



 


 


At Boise, ID, on this        
day of                  
20     , before me, a Notary Public in and for the
County of Ada and State of Idaho, personally appeared                 ,
the               ,
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.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
   

  
	
  My Commission
  Expires:

  	
   

  	
   

  	
   

  
					



 


4













 


EXHIBIT A


 


 


FORM OF NOTE


 


Registered

No.

CUSIP


 


 


[LEGENDS, IF
ANY]


 


IDACORP, Inc.


 


                    
Note, Series     


 


[            %
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 herein.


 


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 hereof to be hereon impressed, engraved or
imprinted and attested by such signature or facsimile signature of its
Secretary or an Assistant Secretary.












 


IDACORP, Inc.


 


                     
Note, Series     


 


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 Deutsche Bank Trust Company Americas, formerly known as 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 the             
Supplemental Indenture dated as of                     
(herein called, the “Indenture”), to which Indenture reference is hereby made
for a statement of 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 as                 
Note, Series      , [due                         ]
(the “Series                
Notes”) limited to $                    
in aggregate principal amount.  The Series     
 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 the close
of business on [the last day of the calendar month] [the fifteenth day of the
calendar month] preceding such Interest Payment Date, whether or not such date
shall be a Business Day (unless otherwise set forth herein).  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 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 at 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 


 


A-2













 


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                   
and                   
(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      
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
determined 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      
Notes of like tenor and terms are to be redeemed, the particular Series      
Notes to be redeemed shall be selected by the Trustee not more than 60 days
prior to the Redemption Date from the Outstanding Series      
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       Notes are to be
redeemed.  In the event of redemption of
this Note in part only, a new Note or 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 


 


A-3













 


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       Notes
shall occur and be continuing, the principal of all of the Series      
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      
Notes will be issued in denominations of $1,000 and integral multiples of
$1,000 in excess thereof.


 


A-4













 


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       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      
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:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


A-5













 


Trustee’s Certificate of Authentication


 


Dated:


 


This is one of the Securities of the series
designated herein referred to in the within- mentioned Indenture.


 


DEUTSCHE BANK TRUST COMPANY
AMERICAS,

as Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


A-6

















 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto


 


	
   

  	
   

  
	
  Please insert social security

  or other identifying number

  

  Please print or typewrite

  name and address of assignee

  
	
   

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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.

  
							



 


A-7













 


OPTION TO ELECT REPAYMENT*


 


	
  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                                                                                                                                                         

  
	
   

  
	
   

  



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       
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):                                                     .


 


 


	
  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.

  
						



 


A-8