20241210Compliance Filing.pdf

qN IDAHO POWER.
CHERYL W.THOMPSON
Corporate Secretary
[e-mail] RECEIVED
Tuesday, December 10, 2024
IDAHO PUBLIC
December 10, 2024 UTILITIES COMMISSION
Ms. Monica Barrios-Sanchez
Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd.
Building 8, Suite 201-A
Boise, ID 83714
Re: In the Matter of the Application of Idaho Power Company for an Order
Authorizing up to $600,000,000 Aggregate Principal Amount at any one time
outstanding of Unsecured Borrowings
Case No. IPC-E-23-26—INFORMATIONAL COMPLIANCE FILING
Dear Ms. Barrios-Sanchez:
Reference is made to the information compliance filing, dated November 21, 2024, of Idaho Power
Company ("Idaho Power") with the Idaho Public Utilities Commission ("Commission") under the above-
referenced case ("Case").
As indicated in the November 21, 2024, filing, on December 9, 2024, pursuant to the attached Extension
Agreement, dated December 9, 2024, Idaho Power extended by one year to December 7, 2029, the
Facility Termination Date of its existing Credit Agreement, dated as of December 8, 2023.
Please feel free to contact me at [e-mail] or [phone] if you have any
questions "regarding this informational compliance filing.
Sincerely,
Cheryl W.Thompson
Encl.
{00357291.DOC; 1)

Execution Version
EXTENSION AGREEMENT
This EXTENSION AGREEMENT (this "Agreement'), dated as of December 9, 2024,
is entered into among IDAHO POWER COMPANY, an Idaho corporation ("Idaho Power" or
the "Borrower"), the Lenders party hereto, and Wells Fargo Bank, National Association, as
administrative agent for the Lenders (the"Administrative Agent").
RECITALS
Idaho Power, the Lenders and the Administrative Agent are parties to that certain Credit
Agreement, dated as of December 8, 2023 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"). Capitalized terms used herein without definition
shall have the meanings ascribed to such terms in the Credit Agreement.
Idaho Power has requested its first one-year extension of the Facility Termination Date
pursuant to Section 2.21(a) of the Credit Agreement and each Lender executing this Agreement
as a "Consenting Lender" (each, a "Consenting Lender") has approved such request pursuant to
Section 2.21(a)of the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Extension. Pursuant to Section 2.21(a) of the Credit Agreement, the Borrower
requested an extension of the Facility Termination Date for a period of one year from December
8, 2028 to December 7, 2029 (the "Extension"). As of the date hereof, Consenting Lenders
holding Commitments that aggregate more than 50% of the Aggregate Commitments have
agreed to extend (such agreement evidenced by their execution of this Agreement) the Facility
Termination Date as to the Consenting Lenders for a period of one year from December 8, 2028
to December 7, 2029. Subject to the satisfaction of the conditions in Section 1 hereof, the
Facility Termination Date as to the Consenting Lenders is hereby extended to December 7, 2029.
The Facility Termination Date as to each Non-Consenting Lender remains unchanged, subject to
the right of the Borrower pursuant to Section 2.21(b) of the Credit Agreement to require any
Non-Consenting Lender to assign to one or more Eligible Replacement Lender all of its rights
and obligations under the Credit Agreement. For the avoidance of doubt, all notice and timing
requirements required by Section 2.21 have been satisfied.
2. Conditions to Effectiveness. The Extension set forth in Section 1 shall become
effective as of the date (the "Extension Effective Date") on which each of the following
conditions precedent shall have been satisfied:
a. The Administrative Agent shall have received counterparts of this
Agreement duly executed by Idaho Power, the Administrative Agent and Consenting Lenders
holding Commitments that aggregate more than 50%of the Aggregate Commitments.
b. Idaho Power shall have paid the fees and reasonable expenses required to
be paid on or prior to the Extension Effective Date under that certain fee letter, dated as of
174898443 24740 00024

October 29, 2024, among Idaho Power, Wells Fargo Securities, LLC, and Wells Fargo Bank,
National Association, including but not limited to an extension fee equal to 0.06% of each
Consenting Lender's Commitment as of the Extension Effective Date, and all other fees and
reasonable expenses of the Administrative Agent and the Lenders required under the Credit
Agreement and any other Loan Document to be paid on or prior to the Extension Effective Date
(including reasonable fees and expenses of counsel) in connection with this Agreement.
C. The Administrative Agent shall have received a certificate (the statements
contained in which shall be true) of a duly authorized officer of Idaho Power, dated as of the
Extension Effective Date, stating that both before and after giving effect to the Extension (i) no
Default has occurred and is continuing and (ii) all representations and warranties contained in
Article 5 of the Credit Agreement are true and correct in all material respects on and as of the
Extension Effective Date, except for such representations or warranties which by their terms are
made as of a specified date, which shall be true and correct as of such specified date.
d. The Administrative Agent shall have received copies (certified to be true
and complete by an authorized officer of the Borrower) of all approval orders of any public
utilities commission or any other regulatory body having jurisdiction over the Borrower (if any)
required for the Borrower in connection with the Extension.
3. Representations and Warranties. The Borrower hereby represents and warrants,
on and as of the Extension Effective Date, that (i)the representations and warranties contained in
the Credit Agreement are true and correct, both immediately before and after giving effect to this
Agreement (except to the extent any such representation or warranty is expressly stated to have
been made as of a specific date, in which case such representation or warranty is true and correct
only on and as of such specific date), (ii) this Agreement has been duly authorized, executed and
delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower
enforceable against it in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors'
rights generally, by general equitable principles or by principles of good faith and fair dealing
(regardless of whether enforcement is sought in equity or at law), and (iii) no Default or
Unmatured Default has occurred and is continuing on the Extension Effective Date, both
immediately before and immediately after giving effect to this Agreement.
4. Full Force and Effect. Except as expressly modified hereby, the Credit
Agreement and the Loan Documents shall continue in full force and effect in accordance with
the provisions thereof on the date hereof. As used in the Credit Agreement, "hereinafter,"
"hereto," "hereof," and words of similar import shall, unless the context otherwise requires,
mean the Credit Agreement after giving effect to this Agreement. Any reference to the Credit
Agreement or any of the other Loan Documents herein or in any such documents shall refer to
the Credit Agreement and Loan Documents as modified hereby. This Agreement is limited as
specified and shall not constitute or be deemed to constitute an amendment, modification or
waiver of any provision of the Credit Agreement or any Loan Document except as expressly set
forth herein. This Agreement shall constitute a Loan Document under the terms of the Credit
Agreement.
174898440 24740 00024

5. Severability of Provisions. Any provision in this Agreement that is held to be
inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the remaining provisions in that
jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction.
6. Successors and Assigns. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto.
7. Expenses. The Borrower agrees on demand (i)to pay all reasonable fees and
expenses of counsel to the Administrative Agent, and (ii)to reimburse the Administrative Agent
for all reasonable out-of-pocket costs and expenses, in each case, in connection with the
preparation, negotiation, execution and delivery of this Agreement.
8. Applicable Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York.
9. Construction. The headings of the various sections and subsections of this
Agreement have been inserted for convenience only and shall not in any way affect the meaning
or construction of any of the provisions hereof.
10. Counterparts; Electronic Delivery. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which taken together shall
constitute one and the same instrument. Delivery by any party to this Agreement of its
signatures hereon through facsimile or other electronic image file (including .pdf) may be relied
upon as if this Agreement were physically delivered with an original hand-written signature of
such party and shall be binding on such party for all purposes.
[remainder of page intentionally blank]
17489844v3 24740 00024

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.
IDAHO POWER COMPANY
By: -
Name: Brian R. Buckham
Title: Senior Vice President, Chief
Financial Officer,and Treasurer
SIGNATURE PAGE TO
EXTENSION AGREEMENT

WELLS FARGO BANK,NATIONAL
ASSOCIATION, as Administrative Agent,an LC
Issuer, a Swingline Bank and a Consenting Lender
B izC//�
Y•
—:�K
Name: Mitchell Bayne
Title: Vice President
SIGNATURE PAGE TO
EXTENSION AGREEMENT

JPMORGAN CHASE BANK, N.A., as a
Consenting Lender
By:
Name: Khaw aja "Cariq
Title: Vice President
SIGNAT'URI:PAGE'TO
1ATENSION AGRGEMENT

BANK OF AMERICA,N.A., as a Consenting
Lender
By:
Name: !—
Title:
SIGNATURE PAGE TO
EXTENSION AGREEMENT

MIZUHO BANK,LTD, as a Consenting Lender
By: L ,
Name: Edward Sacks
Title: Managing Director
SIGNATURE PAGE TO
EXTENSION AGREEMENT

MORGAN STANLEY BANK,N.A.,as a Consenting
Lender
Bv:
Name: Fred J.Gonfiantini Jr.
Title: Authorized Signatory
SIGNATURE PAGE TO
EXTENSION AGREEMENT

MUFG BANK,LTD., as a Consenting Lender
By: Awl_
Name:Michael Ag �mis
Title:Managing Di ector
SIGNATURE PAGE TO
EXTENSION AGREEMENT

U.S.BANK NATIONAL ASSOCIATION,as a
Consenting Lender
By: .-
Name: Eugene Butera
Title: Vice President
SIGNATURE PAGE TO
EXTENSION AGREEMENT