FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement, dated as of May 14, 2007 (this
"Amendment"), amends the Rights Agreement (the "Rights Agreement"), dated as of
September 10, 1998, between IDACORP, Inc., an Idaho corporation (the "Company")
and ▇▇▇▇▇ Fargo Bank, N.A., as successor to The Bank of New York in its capacity
as rights agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have previously entered into the
Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend the Rights Agreement
in accordance with the provisions of Section 26 thereof; and
WHEREAS, the Company desires to participate in a direct registration
system;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein and in the Rights Agreement, the parties hereto hereby agree as
follows:
Section 1. Amendments to the Rights Agreement. The Rights Agreement is
hereby amended as follows:
(a) Section 1 of the Rights Agreement is hereby amended by adding the
following text as a new Section 1(z):
"(z) "Transaction Advice" shall have the meaning set forth in
Section 3(a)(x) hereof."
(b) Section 3(a)(x) of the Rights Agreement is hereby amended by
deleting Section 3(a)(x) in its entirety and substituting therefor the
following:
"(x) the Rights will be evidenced by the certificates for Common
Shares of the Company (which certificates shall be deemed also to be
certificates for Rights) or, in the case of uncertificated Common
Shares of the Company, not by separate certificates but by the account
entry in the Company's stock register that evidences record ownership
of such Common Shares in the name of a specific shareholder or
shareholders, which ownership shall be confirmed by a current
ownership statement issued with respect to such uncertificated Common
Shares of the Company (a "Transaction Advice"), and"
(c) Section 3(c) of the Rights Agreement is hereby amended by deleting
Section 3(c) in its entirety and substituting therefor the following:
"(c) Certificates for Common Shares of the Company authenticated
after the Record Date but prior to the earliest of the Distribution
Date, the Redemption
Date or the Final Expiration Date shall have impressed on, printed on,
written on or otherwise affixed to them the following legend:
This certificate also evidences and entitles the holder
hereof to certain rights as set forth in a Rights Agreement
between IDACORP, Inc. and ▇▇▇▇▇ Fargo Bank Minnesota, N.A.
now known as ▇▇▇▇▇ Fargo Bank, N.A., dated as of September
10, 1998, (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which
is on file at the principal executive offices of IDACORP,
Inc. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this
certificate. IDACORP, Inc. will mail to the holder of this
certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor. As described in
the Rights Agreement, Rights beneficially owned by an
Acquiring Person or an Affiliate or Associate of an
Acquiring Person (as such terms are defined in the Rights
Agreement) and any Transferee shall become null and void.
In the case of any uncertificated Common Shares of the Company, the
Company shall cause the transfer agent to include on each Transaction
Advice with respect thereto a notation to the effect that the Company
will furnish the shareholder without charge a full copy of any
designations, relative rights, preferences and limitations which may
be attached to the securities covered by such Transaction Advice upon
written request to the Secretary of the Company, ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
In the event that the Company shall purchase or acquire any Common
Shares of the Company (whether certificated or uncertificated) after
the Record Date but prior to the earliest of the Distribution Date,
the Redemption Date or the Final Expiration Date, any Rights
associated with such Common Shares shall be deemed cancelled and
retired so that the Company shall not be entitled to exercise any
Rights associated with Common Shares which are no longer outstanding."
(d) Section 16(c) of the Rights Agreement is hereby amended by
deleting Section 16(c) in its entirety and substituting therefor the
following:
"(c) subject to Sections 6 and 7(f) hereof, the Company and the
Rights Agent may deem and treat the person in whose name the Right
Certificate (or, prior to the Distribution Date, the certificate or
account entry in the Company's stock register evidencing record
ownership of the Common Shares associated with such Rights) is
registered as the absolute owner thereof and of the Rights evidenced
thereby (notwithstanding any notations of ownership or writing on the
Right Certificate or the associated Common Shares certificate, or any
account entry in the Company's stock register or any Transaction
Advice made by anyone other than the Company or the Rights Agent) for
all purposes whatsoever, and
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neither the Company nor the Rights Agent, subject to the last sentence
of Section 7(e), shall be affected by any notice to the contrary; and"
(e) Section 18 of the Rights Agreement is hereby amended by deleting
the final paragraph of Section 18 in its entirety and substituting therefor
the following:
"The Rights Agent shall be protected and shall incur no liability
for, or in respect of any action taken, suffered or omitted by it in
connection with, its administration of this Agreement in reliance upon
any Right Certificate or certificate for the Preferred Shares or
Common Shares (or in the case of uncertificated Common Shares, any
account entry in the Company's stock register that evidences record
ownership of such Common Shares) or for other securities of the
Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to
be genuine and to be signed, executed and, where necessary, verified
or acknowledged, by the proper person or persons."
Section 2. Definitions. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the respective meanings ascribed to them in
the Rights Agreement.
Section 3. Continued Effect. This Amendment constitutes an integral part of
the Rights Agreement. Except as expressly modified by this Amendment, the terms
and provisions of the Rights Agreement (including the Exhibits thereto) remain
unchanged and in full force and effect. The parties hereto hereby expressly
affirm their obligations under the Rights Agreement notwithstanding the
amendments effected hereby.
Section 4. Governing Law. This Amendment shall be deemed to be a contract
made under the laws of the State of Idaho and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State except for the
amendments to Section 18 which shall be governed by and construed in accordance
with the laws of the State of New York.
Section 5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Section 6. Effectiveness. This Amendment shall become effective immediately
upon the execution hereof by the parties hereto.
Section 7. Captions. The captions of this Amendment are for convenience
only and shall not affect the construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
IDACORP, INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President -
Administrative Services and
Chief Financial Officer
▇▇▇▇▇ FARGO BANK, N.A.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President, ▇▇▇▇▇ Fargo
Shareowner Services
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