Exhibit
4.16


 




 





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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