20020329Attachment II.pdf

An !DACORP Company
PATRICKA.IIARRINGTON
Attorney
HAND DELIVERED
March 29,2002
Ms.Jean D.Jewell
Secretary
Idaho Public Utilities Commission
Statehouse
Boise,Idaho 83720
Re:In the matter of the Application of Idaho Power Company for an Order Authorizing
up to $350,000,000 Aggregate Principal Amount at Any One Time Outstanding of
Short-Term Borrowings
IPC-E-02-01
Dear Ms.Jewell:
Enclosed for filing with the Commission as Attachment II to the above referenced application are
one (1)original and five (5)copies of Idaho Power Company's certified board resolutions relating to the
application.Please contact me at 388-2878 if there are any questions regarding this filing.
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Enclosures
Telephone[phone],Fax [phone]
STATE OF IDAHO )
COUNTY OF ADA )ss.
CITY OF BOISE )
I,ROBERT W.STAHMAN,the undersigned,Secretary of Idaho Power Company,
do hereby certify that the followingconstitutes a full,true and correct copy of the resolutions adopted
by the Board of Directors of the Company on March 21,2002,authorizing the Company to incur up
to $350,000,000 aggregate principal amount of short-term borrowings.
IN WITNESS WHEREOF,I have her set my ha s 2 day of March,
2002.
/s/Robert W.Stahman
Secretary
(CORPORATE SEAL)
RESOLVED,That for the purpose of providing in part for the Company's
ongoing financial requirements,unsecured short-term borrowings by the Company
are hereby authorized in an aggregate principal amount of not to exceed
$350,000,000 at any one time outstanding,such borrowings (including renewals
thereof),subject to the authority of,or in compliance with procedures of,all
goveronentalagencies havingjurisdiction in respect thereof,to be made (1)at such
time or times,in such amount or amounts (within the above specified aggregate
maximum),for such period or periods,at such rate or rates of interest,upon such
other terms and conditions,and to be evidenced by notes or such other evidence of
indebtedness in such form or forms as shall be determined by,and (2)under such
agreement or agreements or pursuant to such arrangements as shall have been
approved by,the Chief Executive Officer,the President,the Chief Financial Officer,
or the Treasurer or any Assistant Treasurer,as necessary or appropriate,in view of
the Company's financial requirements;and that the Chief Executive Officer,the
President,the Chief Financial Officer,the Treasurer or Assistant Treasurer,are,and
each of them hereby is authorized to execute and deliver in the name and on behalf
of the Company,all such agreements and arrangement documents,or instruments,
and to do or cause to be done all such other things,as may be required or expedient
for the purpose of such borrowing,including the determination of a bank or banks
to act as issuing and paying agent for any promissory notes or other evidence of
indebtedness of the Company;and that the Chief Executive Officer,the President,
the Chief Financial Officer,the Treasurer or Assistant Treasurer be,and they hereby
are authorized and empowered from time to time,to make,execute and deliver in the
name and on behalf of the Company,promissory notes or other evidence of
indebtedness,not to exceed an aggregate principal amount of $350,000,000 at any
one time outstanding as herein authorized;and be it
FURTHER RESOLVED,That the proper officers of the Company be,and
they hereby are,authorized and directed to file applications with the Idaho Public
Utilities Commission,and such other commissions or regulatory agencies identified
by such officers,for any necessary or appropriate authorization in connection with
the short-term borrowings in an aggregate principal amount not to exceed
$350,000,000as determined by the proper officers of the Company to be in the best
interest of the Company,and to execute on behalf of the Company and in its name
and to cause to be filed with said Commission such amendments,supplements and
reports,if any,as they deem necessary or proper in connection with such applications
and with any orders issued by the Commission;and be it
FURTHER RESOLVED,That all acts heretofore done and all documents
heretofore executed,filed or deliveredby the officers of the Company in connection
with the proposed short-term borrowings are hereby approved,ratified and
confirmed;and that the officers of the Company are hereby authorized and directed
to do or cause to be done any and all other acts and things in their judgment that may
be necessary or proper or as counsel may advise in order to carry out the purpose of
the foregoing resolutions.
RESOLVED,That effective on the date hereof,subject to regulatory
approvals,authorizations or consents,Idaho Power Company may issue and sell its
promissory notes (commercial paper or similar notes),from time to time (either in
physicalor electronic book-entryformor otherwise)to such lenders,brokers,dealers
or placement agents in commercial paper as the officers of the Company may
determine,in principal amounts not to exceed an aggregate of $350,000,000 at any
time outstanding,each such note to be signed by one officer of the Company as
hereinafter provided,at such prices and containing such dates,rates,maturities or
other terms as the officer or officers executing said notes shall deem appropriate;
provided,that no such note shall be for a term of more than 270 days;and be it
FURTHER RESOLVED,That the signature or signatures on said promissory
notes may be either the manual or facsimile signature of the Chief Executive Officer,
the President,the Chief FinancialOfficer or the Treasurer or any Assistant Treasurer
of the Company,or any other officer of the Company designated in writing by any
of the foregoing;and be it
FURTHER RESOLVED,That any one of the following officers of the
Company,the Chief Executive Officer,the President,the Chief Financial Officer,the
Treasurer or any Assistant Treasurer be,and eachhereby is authorized to execute and
deliver on behalf of the Company an agreement with U.S.Bank Trust National
Association,New York,or other financial institution,providing for the safekeeping,
completion,countersignature,issuance and payment of the promissory notes of the
Company;and be it
FURTHER RESOLVED,That any of the above officers be and each one
hereby is authorized to revoke such agreement or execute and deliver,from time to
time,such amendments to said agreement as any such officer may deem to be
desirable.