20100628Form of First Mortgage Bond.pdf

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REGISTERED BOND iOlOJUN28 PM 2: 1'1
See legend at the end of this Bond for
restrictions on transferabilty and change of form.
IDAHO POWER COMPANY
SECURED MEDIUM-TERM NOTE, SERIES I
being a series of
FIRST MORTGAGE BONDS
No. R
ORIGINAL INTEREST
ACCRUAL DATE:PRICIPAL AMOUNT: $****
LIMITATION DATE:CUSIP:
INITIA REDEMPTION DATE:INREST RATE: %
MATUTY DATE:
OPTIONAL REDEMPTION:
(INSERT OPTIONAL REDEMPION PROVISIONS, IF ANY
***
IDAHO POWER COMPANY, a corporation of the State of Idaho (hereinafter called the
"Company"), for value received, hereby promises to pay to , or to registered assigns,
** ** ($** **) Dollars on the Maturity Date specified above, at the
offce or agency of the Company in the Borough of Manhatt, The City of New York, in such
coin or currency of the United States of America as at the time of payment is legal tender for
public and private debts, and to pay interest thereon at the Interest Rate specified above, semi-anually on and in each year, or such other dates as may be set
pursuant to the terms of the Mortgage, and on the Matuity Date (each an interest payment date)
from the Original Interest Accrual Date specified above or from the most recent interest payment
date to which interest has been paid, commencing on the interest payment date next succeeding
the Original Interest Accrual Date, on the interest payment dates in each year, until the
Company's obligation with respect to the payment of such principal shall have been discharged;
provided however, if the date of this bond is after a Record Date specified below with respect to
any interest payment date and prior to such interest payment date, then interest shall be payable
only from such interest payment date (unless the date of first authentication of bonds of this
series of the same Interest Rate and Maturity Date as this bond is after such Record Date). If the
date of first authentication of bonds of this series of the same Interest Rate and Matuity Date as
this bond is after such Record Date and prior to the corresponding interest payment date, then
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payment of interest shall commence on the second interest payment date succeeding the Original
Interest Accrual Date. If the Company shall default in the payment of interest due on any
interest payment date, then interest shall be payable from the next preceding interest payment
date to which interest has been paid, or, ifno such interest has been paid on the bonds, from the
Original Interest Accrual Date.
If any interest payment date, date fixed for redemption or the Matuity Date does not fall
upon a business day, the relevant payment shall be made on the next business day. A business
day is any day, other than a Satuday or Sunday, on which bans in The City of New York are
not required or authorized by law to close. If the Company pays or provides for payment on the
next business day, no interest wil accrue on those amounts for the period from and after the
interest payment date, date fixed for redemption or the Matuty Date, as the case may be, to the
next business day.
The interest so payable on any interest payment date wil, subject to certin exceptions
provided in the Mortgage hereinafter referred to, be paid to the person in whose name this bond
is registered at the close of business (whether or not a business day) on or
, or such other dates as may be set pursuant to the terms of the Mortgage (each, a
Record Date), as the case may be, next preceding such interest payment date, provided, that
interest payable on the Maturity Date wil be payable to the person to whom the principal hereof
shall be payable.
Interest on this bond shall be computed on the basis of a 360-day year composed of
twelve 30-day months.
This bond is one of an issue of bonds of the Company, issuable in series and is one of a
series known as its First Mortgage Bonds, Secured Medium-Term Notes, Series I, all bonds of all
series issued and to be issued under and all equally secured (except insofar as any sining or
other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned,
may afford additional security for the bonds of any paricular series) by a Mortgage and Deed of
Trust (herein, together with any indenture supplemental thereto. including the Fort-sixth
Supplemental Indentue dated as of June 1, 2010, called the Mortgage), dated as of October 1,
1937, executed by the Company to Deutsche Ban Trust Company Americas, formerly known as
Bankers Trust Company, and R.G. Page (Staley Burg, successor), as Trustees, to which
reference is made for a description of the propert mortgaged and pledged, the natu and extent
of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the
terms and conditions upon which the bonds are and are to be secured and the circumstaces
under which additional bonds may be issued.
The principal hereof may be declared or may become due on the conditions, in the
maner and at the time set forth in the Mortgage, upon the occurence of a completed default as
in the Mortgage provided.
With the consent of the Company and to the extent permitted by and as provided in the
Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds
and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by
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affrmative vote of the holders of at least sixty per centu (60%) in principal amount of the
bonds then outstading under the Mortgage and, if the rights of one or more, but less than all,
series of bonds then outstanding are to be affected by action taken at such meeting, then also by
affrmative vote of the holders of at least sixty per centu (60%) in principal amount of the
series of bonds so to be affected (excluding in any case bonds challenged and disqualified from
voting by reason of the Company's interest therein as provided in the Mortgage), provided that,
without the consent of the holder hereof, no such modification or alteration shall impair the right
of the holder hereof to receive payment on its bond when due or to sue for any overdue payment,
create any lien equal or prior to the lien of the Mortgage, deprive the holder of a lien on the
mortgaged and pledged propert or reduce the bondholder vote necessary to amend the
Mortgage, and provided that no vote of bondholders shall be required to authorize any
supplemental indentue increasing or decreasing the maximum amount of obligations to be
secured by the Mortgage.
Without the consent of any holders of bonds then outstading under the Mortgage, the
Company may add to the Mortgage such terms and provisions as may be required or permitted
by the Trust Indentue Act of 1939, as amended, to be included in any indentue to be qualified
under said Act, provided that it may not so add any provision of the nature permitted by Section
316(a)(2) of said Act.
The holder of this bond hereby consents that the Company may, but shall not be obligated
to, fix a record date for the purpose of determining the holders of bonds of this series entitled to
consent to any amendment, supplement or waiver. If a record date is fixed, those persons who
are holders at such record date (or.their duly designated proxies), and only those persons, shall be
entitled to consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be holders after such record date. No
such consent shall be valid or effective for more than 90 days after such record date.
The bonds of this series may be redeemable at the option of the Company in whole at any
time, or in par from time to time, as provided in the Mortgage, on any date after the Initial
Redemption Date, if any, specified on the face hereof and prior to the Matuity Date, upon giving
notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company,
at least thir (30) days prior to the date fixed for redemption to the registered holders of bonds
of this series designated for redemption in whole or in par at their respective addresses
appearng on the registr books, at the Optional Redemption Prices, if any, specified or
determined as provided on the face hereof expressed in percentages of the principal amount of
the bonds to be redeemed, in each case, together with accrued interest to the date fixed for
redemption, provided that redemptions of bonds of ths series prior to the Limitation Date, if any,
for the purpose, or in anticipation, of certin refudings may be restricted, all as more fully
provided on the face hereof.
This bond is transferable by the registered owner hereof in person, or by his duly
authorized attorney, at the offce or agency of the Company in the Borough of Manatt, The
City of New York, but only in the maner and subject to the limitations provided in the
Mortgage and upon surrender and cancellation of this bond, and upon payment, if the Company
shall require it, of the transfer charges provided for in the Mortgage, and, thereupon, a new fully
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NYC 713256.3
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registered bond of the same series and matuity for a like principal amount wil be issued to the
transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may
deem and treat the person in whose name this bond is registered as the absolute owner hereof for
the purose of receiving payment and for all other puroses.
The bonds of this series are issuable as registered bonds without coupons in
denominations of $1,000 and in any multiple thereof. This bond is exchangeable as provided in
the Mortgage at the offce or agency of the Company in the Borough of Manhattan, The City of
New York, upon surender of this bond for cancellation, for a like aggregate principal amount of
bonds ofthe same series and matuity of other authorized denominations.
No recourse shall be had for the payment of the principal of or the interest on this bond
against any incorporator or any past, present or future subscriber to the capital stock,
stockholder, offcer or director of the Company or of any predecessor or successor corporation as
such, either directly or though the Company or any predecessor or successor corporation, under
any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all
such liabilty of incorporators, subscribers, stockholders, offcers and directors being released by
the holder or owner hereof by the acceptance of this bond and being likewise waived and
released by the terms of the Mortgage.
The bond shall not become obligatory until Deutsche Bank Trust Company Americas, the
Corporate Trustee under the Mortgage, or its successors thereunder, shall have signed the form
of certificate endorsed hereon.
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IN WITNSS WHREOF, IDAHO POWER COMPAN has caused this bond to be
signed in its corporate name by its President or one of its Vice Presidents, by manual or facsimile
signatue, and its corporate seal to be impressed or imprinted hereon and attested by the manual
or facsimile signatue of its Secreta or one of its Assistat Secretaies.
Dated:IDAHO POWER COMPAN
By
Vice President
Attest:
Secretary
CORPORATE TRUSTEE'S CERTIFICATE
This bond is one of the bonds, of the series herein designated, provided for in the within-
mentioned Mortgage.
DEUTSCHE BAN TRUST COMPANY AMRICAS,
Corprate Trustee,
By
Authorized Offcer
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.LEGEND
Unless and until this bond is exchanged in whole or in par for certificated bonds
registered in the names of the various beneficial holders hereof as then certified to the Corprate
Trustee by The Depository Trust Company (55 Water Street, New York, New York) or its
successor (the "Depositary"), this bond may not be transferred except as a whole by the
Depositary to a nominee of the Deposita or by a nominee of the Depositary to the Deposita
or another nominee of the Deposita or by the Deposita or any such nominee to a successor
Deposita or a nominee of such successor Deposita.
Unless this certificate is presented by an authorized representative of the Deposita to
the Company or its agent for registration of trsfer, exchange, or payment, and any certificate to
be issued is registered in the name of , or in such other name as is requested by an
authorized representative of the Depositar (and any payment is made to , or to such
other entity as is requested by an authorized representative of DTC), ANY TRANSFER,
IlLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHRWISE BY OR TO ANY
PERSON is WRONGFUL inasmuch as the registered owner hereof, , has an interest
herein.
This bond may be exchanged for certificated bonds registered in the names of the various
beneficial owners hereof if (a) the Deposita is at any time unwiling or unable to continue as
deposita and a successor deposita is not appointed by the Company within 90 days or (b) the
Company elects to issue certificated bonds to beneficial owners (as certified to the Company by
the Depositar).
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