20020912Agreement with IDACORP.pdf

llAHO POWER COMPANY
R RO.BOX 10
An IDACORP Company
PgRICK A.HARRINGTON
Attorney
September10,2002
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 ofShort-Term Borrowings
Case No.:IPC-E-02-01
Dear Ms.Jewell:
Enclosed for filing with the Commission in the above-referencedcase are five (5)copies of IdahoPowerCompany's "Revolving Line of Credit Agreement"with IDACORP,Inc.(the "Agreement").TheAgreementprovidesforIdahoPowerborrowingsofupto$100,000,000 aggregate principal amount at any
one time outstanding.The borrowings will be for less than one year and fall within the short-termborrowingauthorizationgrantedbytheCommissiontoIdahoPowerintheabove-referencedcase.
Please contact me at 388-2878 if there are any questions regarding this filing.
Patrick A.Harrington
PAH:dkd
Enclosures
cc:Terri Carlock
Telephone[phone],Fax [phone]
IDACORP,Inc.
RevolvingLine of Credit Agreement With
Idaho Power Company
This Agreement,dated as of August 30,2002 is among IDACORP,Inc.,its successors
and assigns ("IDA")and the Idaho Power Company,its successors and assigns ("IPCo").
The parties agree as follows:
From and including the date of this Agreement and prior to October 15,2002 (the
"Facility Termination Date"),IDA agrees on the terms and conditions set forth in this
Agreement.to loan funds daily to IPCo at IPCo's request in amounts not to exceed an
aggregate principal amount at any one time outstanding of $100,000,000.Subject to the
terms of this Agreement,IPCo may borrow,re-pay and re-borrow at any time prior to the
Facility Termination Date.IPCo agrees to use its best efforts to give IDA same day
notification by 8:30 A.M.of daily borrowing requirements hereunder.If IPCo makes a
later borrowing request which creates IDA cash requirements of more than $50,000,IPCo
will pay for any excess interest costs or overdraft fees incurred by IDACORP to meet the
IPCo borrowing.Any outstanding balance of principal and interest and all other unpaid
obligations hereunder shall be paid in full by IPCo on the Facility Termination Date.
The interest rate applicable to IPCo's borrowings hereunder shall be set on September 3,
2002 based upon 3 month LIBOR on that date plus 55 basis points.At the end of each
month and on the Facility Termination Date,the daily-accrued interest shall be applied to
the principal amounts outstanding hereunder.Interest shall be calculated on the basis of a
year of 365 days and the actual number of days elapsed.
In evidence of its obligations under this Agreement,IPC shall execute a Note in the form
attached hereto as Exhibit A,and will be bound by the terms and conditions set forth
therein in addition to the terms of this Agreement.
IDA will record the amount and date of each borrowing,the interest rate,and the date and
amount of each payment by IPCo with respect to such borrowing;provided,however,
that the failure to make any such recording shall not limit or otherwise affect IPCo's
obligations hereunder.Monthly statements will be provided to IPCo,as well as daily
statements upon request.
Upon the occurrence of any of the followingspecified events of default (each an "Event
of Default"):
(a)IPCo shall fail to pay any amount of principal when due,or interest or any other
sums payable within five (5)business days of when due under this Agreement;
(b)IPCo shall commence any bankruptcy,reorganization or similar case or
proceeding relating to it or its property under the law of any jurisdiction,or a
trustee or receiver shall be appointed for it or any substantial part of its property;
or
(c)Any involuntarybankruptcy,reorganization or similar case or proceeding under
the law of any jurisdiction shall have been commenced against IPCo or any
substantial part of its property and such case or proceeding shall not have been
dismissed within 60 days,or IPCo shall have consented to such case or
proceeding;
then IPCo's right to make borrowings under this Agreement shall terminate and the
principal of and any accrued interest on each borrowing evidenced hereby shall,
unless IDA notifies IPCo otherwise in writing,become immediately due and payable
in full,without protest,presentment,notice or demand,all of which are expressly
waived by IPCo.Any unpaid balance,which becomes due and payable,including
principal and interest,shall bear interest at the rate of 16%per annum effective from
the date of demand until paid in full;provided,that in no circumstance will any
interest rate under this Agreement exceed the maximum rate permitted by applicable
law.If suit is brought to enforce the payment of this Agreement,the prevailing party
shall be entitled to costs and reasonable attorney's fees (includingallocated costs for
in-house legal services).
All payments to be made hereunder to IDA shall be made in immediately available
funds at U.S.Bank,Boise,ID,ABA Routing No.123103729 for credit to Account of
IDACORP,Inc.Account No.153390172077 or at such other office as IDA may
designate in writing.All payments to IPCo shall be made in immediately available
funds at U.S.Bank,Boise,ID,ABA Routing No.123103729 for credit to Account of
Idaho Power,Account No.153302017741 or at such other office as IPCo may
designate in writing.Any payment due hereunder on a day which is not a business
day shall be payable on the next succeeding business day.
Neither party may assign this Agreement without the prior written consent of the
other party.
This Agreement shall be construed in accordance with and be governed by the laws of
the State of Idaho.
No provision of this Agreement may be waived,modified,or discharged orally,by
course of dealing or otherwise,except in writing dulyexecuted by the parties.
The Facility Termination Date may be extended upon the mutual agreement of the
parties,but shall in no event be extended beyond August 29,2003.
IDACORP,I
Name:Darrel T Anderson
Title:CFO and Treasurer
Idaho Power Company
By:
Name:J.LaMont Keen
Title:President and COO
NOTE
August 30,2002
Idaho Power Company,an Idaho corporation ("IPCo"),promises to pay to the
order of IDACORP,Inc.("IDA")the aggregate unpaid principal amount of all loans
made by IDA to IPCo pursuant to the RevolvingLine of Credit Agreement between IDA
and IPCo dated August 30,2002 (the "Agreement"),together with interest on the unpaid
principal amount thereof at the rates and on the dates set forth in the Agreement.IPCo
shall pay the principal of and accrued and unpaid interest on the loans in full on the
Facility Termination Date.
IDA shall,and is hereby authorized to,record on the schedule attached hereto,or
to otherwise record in accordance with its usual practice,the date and amount of each
loan and the date and amount of each payment hereunder,as provided in the Agreement.
This Note is issued pursuant to,and is entitled to the benefits of,the Agreement,
to which reference is hereby made for a statement of the terms and conditions governing
this Note.
IDAHO POWER COMPANY
Name:J.LaMont Keen
Title:President and COO
ACKNOWLEDGMENT
STATE OF IDAHO )
)ss:
COUNTY OF ADA )
On August 30,2002 before me,the undersigned notary public,personally
appeared J.LaMont R.Keen,personally known to me (or proved to me on the basis of
satisfactory evidence)to be the person whose name is subscribed to the within instrument
and acknowledgedto me that he executed the same in his authorized capacity,and that by
his signature on the instrument the person,or the entity upon behalf of which the person
acted,executed the instrument.
WITNESS my hand and official seal..Y Af4
NotaryPublic JLi
My commission expires o e .|,20_c_90T4 .