20100628Selling Agency Agreement.pdf

ci1._..",t EXECUTION VERSION
t...p1r iiiu "'8V-jV- vVfl ¿ r il~JY.OWER COMPAN
: EirstMortgage Bonds,
Secured Medium-Term Notes, Series I
Due From Nine Months to Thirt Years
From Date of Issue
Sellng Agency Agreement
June 17,2010
Bane of America Securities LLC
One Bryant Park
New York, NY 10036
Mitsubishi UFJ Securties (USA), Inc.
1633 Broadway, 29t Floor
New York, NY 10019
BNY Mellon Capital Markets, LLC
32 Old Slip, 15th Floor
New York, NY 10286
RBC Capital Markets Corpration
Three World Financial Center
200 Vesey Street
New York, NY 10281
J.P. Morgan Securities Inc.
383 Madison Avenue
New York, NY 10179
SunTrust Robinson Humphrey, Inc.
3333 Peachtree Road, 11th Floor
Atlanta GA 30326
KeyBanc Capital Markets Inc.
127 Public Square
Cleveland,OH 44114-1306
U.S. Bancorp Investments, Inc.
214 Nort Tryon Street, 26th Floor
EX NC-WSTC
Charlotte, NC 28202
Merril Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, NY 10036
Wells Fargo Securities, LLC
301 S. College Street
Charlotte, NC 28288
Ladies and Gentlemen:
Idaho Power Company, an Idaho corporation (the "Company"), confis its
agreement with each of you with respect to the issue and sale by the Company of up to
$500,000,000 aggregate principal amount of its First Mortgage Bonds, Secured Medium-Term
Notes, Series I, Due from Nine Months to Thirt Years from Date oflssue (the "Notes"). The
Notes wil be issued under the Indentue of Mortgage and Deed of Trust, dated as of October 1,
1937, between the Company and Deutsche Bank Trust Company Americas (formerly known as
Baners Trust Company), (the "Trustee") and R.G. Page (Staley Burg, successor individual
trstee), as trstees, as supplemented and amended by all indentues supplemental thereto
including the Fort-sixth Supplemental Indenture relating to the Notes dated as ofJune 1,2010
(the "Supplemental Indenture"). The Indentue of Mortgage and Deed of Trust as it has been
and may be supplemented as of any specified date is hereinafter referred to as the "Indenture."
Unless otherwise specifically provided for and set forth in a Pricing Supplement (as defined
below), the Notes wil be issued in minimum denominations of$l,OOO and in denominations
exceeding such amount by integral multiples of$l,OOO, wil be issued only in fully registered
form and wil have the interest rates, maturities and, if applicable, other terms set fort in such
Pricing Supplement. The Notes wil be issued, and the terms thereof established, in accordance
with the Indenture and the Medium-Term Notes Administrative Procedures attched hereto as
Exhibit A, as they may be amended from time to time (the "Procedures") (unless a Terms
Agreement (as defined in Section 2(b)) modifies or otherwise supersedes such Procedures with
respect to Notes issued pursuant to such Terms Agreement). The Procedures may be amended
only by written agreement of the Company and you after notice to the Trustee. For the puroses
of this Agreement, the term "Agent" shall refer to any of you acting solely in the capacity as
agent for the Company pursuant to Section 2(a) and not as principal (collectively, the "Agents"),
the term "Puchaser" shall refer to any of you acting solely as principal pursuant to Section 2(b)
and not as agent, and the term "you" shall refer to you collectively whether at any time any of
you are acting in both such capacities or in either such capacity. In acting under this Agreement,
in whatever capacity, each of you is acting individually and not jointly.
1. Representations and Warranties. The Company represents and warants to,
and agrees with, each of you as set fort below in this Section 1. Certain terms used in this
Section 1 are defined in paragraph G) hereof.
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act") and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (File No. 333-166774),
including a prospectus, for the registration under the Act of $500,000,000 aggregate principal
amount of its first mortgage bonds and debt securities (the "Securities"), including the Notes,
which registrtion statement was declared effective by the Commission on May 25, 2010; and no
stop order suspending the effectiveness of the registration statement has been issued and no
proceeding for that purose has been instituted or, to the Company's knowledge, theatened by
the Commission. The pars of the registration statement, including all exhibits thereto and the
documents filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
that are incorporated by reference in the prospectus contained in the registration statement at the
time such par of the registation sttement became effective, each as amended at the time each
such par of the registration statement most recently became effective, are hereinafter
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collectively called the "Registration Statement," and such times are hereinafer collectively
called the "applicable effective date" of the Registrtion Statement. The Registration Statement
meets the requirements set forth in Rule 415(a)(l)(ix) or (x) under the Act. The prospectus dated
May 25, 2010 contaned in the registation statement is hereinafter referred to as the "Base
Prospectus." In connection with the sale of the Notes, the Company has filed or proposes to fie
with the Commission pursuant to Rule 424(b) under the Act a prospectus supplement relating to
the Notes (the "Prospectus Supplement") and fuer supplements (each a "Pricing Supplement")
specifying the interest rates, matuty dates and other terms of the Notes to be sold pursuat
hereto or the offerig thereof (the Base Prospectus as supplemented by the Prospectus
Supplement and any applicable Prcing Supplement being referred to herein as the "Prospectus").
Any reference herein to the Registration Statement, the Base Prospectus or the Prospectus shall
be deemed to refer to and include the documents filed under the Exchange Act and incorporated
by reference therein on or before the applicable effective date of the Registration Statement or
the issue date of the Base Prospectus or the Prospectus, as the case may be; and any reference
herein to the terms "amend", "amendment" or "supplement" with respect to the Registration
Statement,the Base Prospectus or the Prospectus shall be deemed to refer to and include any
documents fied under the Exchange Act and incorporated by reference therein after the
applicable effective date ofthe Registation Statement or the issue date of the Base Prospectus or
the Prospectus, as the case may be.
(b) (i) On the applicable effective date the Registration Statement complied, and
as of the Execution Time the Registration Statement as amended or supplemented complies, in
all material respects with the applicable requirements of the Act and the Trust Indentue Act of
1939, as amended (the "Trust Indentue Act'), and with the rules and regulations of the
Commission thereunder; (ii) on each date any supplement to the Prospectus relating to the Notes
is fied with the Commission and at the date of delivery by the Company of any Notes sold
hereunder (a "Closing Date"), the Prospectus, as amended or supplemented, wil comply in all
material respects with the applicable requirements of the Act and the Trust Indentue Act and the
rules and regulations of the Commission thereunder; (ii) as of the applicable effective date the
Registration Statement did not, as of the Execution Time the Prospectus does not, and as of the
Applicable Time the Pricing Disclosure Package wil not, contain any untre statement of a
material fact or omit to state any material fact required to be stated therein or necessar in order
to make the statements therein, and in the case of the Prospectus and the Pricing Disclosure
Package, in the light of the circumstances under which they were made, not misleading and (iv)
on any Closing Date, the Prospectus, as amended or supplemented, wil not contain any untre
statement of a material fact or omit to state any material fact required to be stated therein or
necessar in order to make the statements therein, in the light of the circumstaces under which
they were made, not misleading; provided, however, that the Company makes no representations
or waranties as to (A) that part of the Registration Statement which shall constitute the
Statements of Eligibilty of the Trustees (Forms T-1 and T-2), or amendments thereto, under the
Trust Indentue Act or (B) the information contained in or omitted from the Registration
Statement, the Prospectus or any amendments or supplements thereto or the Pricing Disclosure
Package in reliance upon and in conformity with information, if any, fuished in writing to the
Company by any of you specifically for inclusion therein.
(c) Other than the Base Prospectus, the Prospectus, any documents listed in
Anex I to any Terms Agreement, or any document not constituting a prospectus under Section
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2(a)(l0)(a) of the Act or Rule 134 under the Act, the Company (including its agents and
representatives, other than you) has not made, used, prepared, authorized, approved or referred to
and wil not make, use, prepare, authorize, approve or refer to, any "writtn communication" (as
defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to
buy the Notes, unless such written communication is approved in writing in advance by such of
you as may be applicable. To the extent any such written communication constitutes an "issuer
free wrting prospectus" (as defined in Rule 433 under the Act and referred to herein as an
"Issuer Free Writing Prospectus"), such Issuer Free Writing Prospectus wil comply in all
material respects with the requirements of Rule 433(c) under the Act and, if the fiing thereofis
required pursuant to Rule 433, such filing wil be made in the maner and within the time period
required by Rule 433(d) under the Act. The Company wil retain copies of each such Issuer Free
Writing Prospectus in accordance with Rule 433 under the Act if retention is required pursuant to
Rule 433.
(d) As of the time any Notes are issued and sold hereunder, the Indenture wil
constitute a legal, valid and binding instrment enforceable against the Company in accordance
with its terms and such Notes wil have been duly authorized, executed, authenticated and, when
paid for by the purchasers thereof, wil constitute legal, valid and binding obligations of the
Company entitled to the benefits of the Indenture.
(e) As of the time any Notes are issued and sold, the issue and sale of the Notes
and the compliance by the Company with all the provisions of the Notes, the Indentue, and this
Agreement, and the consummation of the transactions herein and therein contemplated wil not
conflct with or result in a breach or violation of any of the terms or provisions of, or constitute a
default ùnder, any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrent to which the Company is a par or by which the Company is bound or to which any
of the propert or assets ofthe Company are subject, nor wil such action result in any violation
of the provisions of the Restated Articles of Incorporation, as amended or Bylaws of the
Company or any statute or any order, rule or regulation of any court or governental agency or
body having jurisdiction over the Company or any of its properties; and no consent, approval,
authorization, order, qualification of or registration with any such cour or governental agency
or body is required for the issue and sale of the Notes or the consummation by the Company of
the transactions contemplated by this Agreement or the Indenture, except such orders as have
been issued by the Idaho Public Utilties Commission (which grants authority to sell the Notes
through April 18, 2012), the Public Utilty Commission of Oregon and the Public Service
Commission of Wyoming and are in full force and effect, and such as have been, or wil have
been prior to any Closing Date, obtained under the Act and the Trust Indentue Act and such
consents, approvals, authorizations, registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the sale and distribution of the Notes by the
Agents.
(t) The Company maintains a system of internal control over financial reporting
(as such term is defined in Rule 13a-15(t) of the Exchange Act). The Company's internal control
over fiancial reportg was effective as of December 31, 2009 and the Company is not aware of
any material weakesses in its internal control over financial reporting.
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(g) Since the date ofthe latest audited financial statements included or
incorporated by reference in the Prospectus, there has been no change in the Company's internal
control over financial reporting that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
(h) The Company maintains disclosure controls and procedures (as such term is
defined in Rule 13a-15(e) ofthe Exchange Act) that were effective as of March 31, 2010.
(i) At the earliest time after the filing of the registration statement that the
Company makes a bonafide offer (within the meaning of Rule 164(h)(2) under the Act) of the
Notes, the Company wil not be an "ineligible issuer," as defined in Rule 405 under the Act.
(j) The terms that follow, when used in this Agreement, shall have the meanings
indicated. The term "Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the paries hereto. With respect to any issue of Notes, (A) the
"Applicable Time" wil be (i) with respect to Notes sold to a Puchaser, such time as is specified
in the applicable Terms Agreement as the Applicable Time, or, if the Terms Agreement does not
specify the Applicable Time, the Applicable Time shall mean the time of the first sale (including,
without limitation, a contract of sale) by the Company to a Purchaser of such Notes, or (ii) with
respect to Notes sold by an Agent, the Applicable Time shall mean each time of sale (including,
without limitation, a contract of sale) of such Notes, and (B) the "Pricing Disclosure Package"
shall mean the Prospectus as amended or supplemented immediately prior to the Applicable
Time taken togeter with any final term sheet in the form set fort in Annex II to the applicable
Terms Agreement (the "Final Term Sheet"), any Issuer Free Writing Prospectus and any other
free writing prospectus that the Company and such Agent shall expressly agree in writing to
include as par of the Pricing Disclosure Package with respect to such issue of Notes.
2. Appointment of Agents; Solicitation by the Agents of Offers to Puchase;
Sales of Notes to a Purchaser. (a) Subject to the terms and conditions set forth herein and to the
reservation by the Company of the right to sell Securities directly on its own behalf, the
Company hereby appoints each of the Agents to act as its agent to solicit offers for the purchase
of all or par of the Notes from the Company.
On the basis of the representations and warranties, and subject to the terms and
conditions set forth herein, each of the Agents agrees, as agent of the Company, when requested
by the Company to use its reasonable best efforts, to solicit offers to purchase the Notes from the
Company upon the terms and conditions set fort in the Prospectus as amended or supplemented
from time to time and in the Procedures. Each Agent shall make reasonable efforts to assist the
Company in obtaining performance by each purchaser whose offer to purchase Notes has been
solicited by such Agent and accepted by the Company, but such Agent shall not, except as
otherwise provided in this Agreement, be obligated to disclose the identity of any purchaser or
have any liabilty to the Company in the event any such purchase is not consummated for any
reason. .Except as provided in Section 2(b), under no circumstaces wil any Agent be obligated
to purchase any Notes for its own account. It is understood and agreed, however, that if
approved by the Company any Agent may purchase Notes as principal pursuant to Section 2(b).
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Each Agent agrees that in caring out the transactions contemplated by the
Agreement, it wil obsere and comply with all securities or blue sky laws, regulations, rules and
ordinances in any jurisdiction in which the Notes may be offered, sold or delivered applicable to
it as Agent hereunder. Each Agent agrees not to cause any advertisement of the Notes to be
published in any newspaper or periodical or posted in any public place and not to publicly issue
any circular relating to the Notes other than the Prospectus, except in any case with the prior
express consent of the Company.
Each Agent represents and agrees that, unless it obtains the prior consent of the
Company, it has not made and wil not make any offer relating to the Notes (other than by means
of a Final Term Sheet) that would constitute a "free writing prospectus," as defined in Rule 405
under the Act, required to be fied with the Commission.
The Company reserves the right, in its sole discretion, to instrct the Agents to
suspend at any time, for any period oftime or permanently, the solicitation of offers to purchase
Notes. Upon receipt ofinstructions from the Company, the Agents wil forthwith suspend
solicitation of offers to purchase Notes from the Company until such time as the Company has
advised them that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, for such Agent's services
in acting as an agent and not for a purchase by such Agent as principal, at the Closing Date with
respect to each sale of Notes by the Company as a result of a solicitation made by such Agent, in
an amount equal to that percentage specified in Schedule I hereto of the aggregate principal
amount of the Notes sold by the Company. Such commission shall be payable as specified in the
Procedures.
The Company may from time to time offer Securities or Notes for sale otherwise
than though an Agent and from time to time may appoint additional agents to sell the Notes;
provided, however, that so long as this Agreement shall be in effect, the Company shall not
solicit or accept offers to purchase Notes through any agent other than an Agent, except that the
Company may accept offers to purchase Notes through an agent other than an Agent if the
Company gives the Agents reasonable prior notice of such acceptance and any such agent enters
into an agreement with the Company on terms that are substantially similar to those. contained in
or incorporated in this Agreement.
If the Company shall default in its obligations to deliver Notes to a purchaser
whose offer it has accepted, the Company shall indemnify and hold each of you harless against
any loss, claim or damage arising from or as a result of such default by the Company.
(b) Subject to the terms and conditions stated herein, whenever the Company and
any of you determine that the Company shall sell Notes directly to any of you as principal, each
such sale of Notes shall be made in accordance with the terms of this Agreement and a
supplemental agreement relating to such sale. Each such supplemental agreement is herein
refered to as a "Terms Agreement." Each Terms Agreement shall describe the Notes to be
purchased by the Purchaser pursuant thereto and shall specify the aggregate principal amount of
such Notes, the price to be paid to the Company for such Notes, the matuty date of such Notes,
the rate at which interest wil be paid on such Notes, the dates on which interest wil be paid on
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such Notes and the record date with respect to each such payment of interest, the Applicable
Time with respect to such Notes, the Closing Date, the place of delivery of the Notes and
payment therefor, the method of payment and any requirements for the delivery of opinions of
counsel, certificates from the Company or its offcers or a letter from the Company's
independent registered public accounting firm as described in Section 6(b). Any such Terms
Agreement may also specify the period of time referred to in Section 4(1) and cerin ters of
the reoffering of the Notes. Any Terms Agreement shall be substantially in the form attached
hereto as Exhibit B and may take the form of an exchange of any stadard form of written
telecommÙDication between the Purchaserand the Company. The Puchaser's commitment to
purchase Notes shall be deemed to have been made on the basis of the representations and
waranties of the Company herein contained and shall be subject to the terms and conditions
herein set forth.
Delivery of the certificates for Notes sold to the Purchaser pursuant to a Terms
Agreement shall be made not later than the Closing Date agreed to in such Terms Agreement,
against payment of fuds to the Company in the net amount due to the Company for such Notes
by the method and in the form set forth in the Procedures unless otherwise agreed to between the
Company and the Puchaser in such Terms Agreement.
Unless otherwise agreed to between the Company and the Puchaser in a Terms
Agreement, any Note sold to a Purchaser (i) shall be purchased by such Puchaser at a price
equal to 100% of the principal amount thereof less a percentage equal to the commission
applicable to an agency sale of a Note of identical matuity and (ii) may be resold by such
Puchaser at varing prices related to prevailng market prices determined at the time of resale
or, if set fort in the applicable Terms Agreement and Pricing Supplement, at a fixed public
offering price. In connection with any resale of Notes purchased, a Purchaser may use a selling
or dealer group and may reallow to any broker or dealer any portion of the discount or
commission payable pursuant hereto. Any resale at a discount may not exceed the amount set
fort in the Pricing Supplement relating to such Notes.
3. Offering and Sale of Notes. Each Agent and the Company agree to perform
the respective duties and obligations specifically provided to be performed by them in the
Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering ofthe Notes (including by way of
resale by a Puchaser of Notes), the Company wil not file any amendment or supplement to the
Registration Statement or the Prospectus (except for (i) periodic or current reports filed under the
Exchange Act, (ii) a supplement relating to any offering of Notes providing solely for the
specification of or a change in the maturity dates, interest rates, issuance prices or other similar
terms of any Notes or (ii) an amendment or a supplement relating to an offering of Securities
other than the Notes) unless the Company has fuished each of you though your counsel a copy
for your review prior to filing and given each of you a reasonable opportity to comment on
any such proposed amendment or supplement. Subject to the foregoing sentence, the Company
shall cause each supplement to the Prospectus to be fied with the Commission pursuat to the
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applicable paragraph of Rule 424(b) under the Act within the time period prescribed and shall
provide evidence satisfactory to you of such filing.
To the extent required under the Act, the Company also agrees to prepare, prior to
the termination of the offerig ofthe Notes, with respect to any Notes to be sold pursuant to this
Agreement, an Issuer Free Writing Prospectus that is a Final Term Sheet, and to fie such Final
Term Sheet pursuant to Rule 433(d) under the Act within the time required by such rule.
The Company wil promptly advise each of you (i) when the Prospectus, any
supplement thereto and any Issuer Free Writing Prospectus has been filed with the Commission
pursuant to Rule 424(b) or Rule 433(d) under the Act, (ii) when, prior to termination of any
offering of Notes, any amendment to the Registration Statement (except periodic or curent
reports fied under the Exchange Act) has been fied or become effective, (ii) of any request by
the Commission for any amendment or supplement to the Registration Statement or the
Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the institution or threatening
of any proceeding for that purpose and (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. The Company wil use its best
efforts to prevent the issuance of any such stop order and, if issued, to obtan as soon as possible
the withdrawal thereof.
(b) If, at any time following the relevant Applicable Time, when a prospectus
relating to the Notes is required to be delivered under the Act, any event occurs as a result of
which (i) the Prospectus, the Final Term Sheet or any Issuer Free Writing Prospectus as then
amended or supplemented would include any untre statement of a material fact or omit to state
any material fact necessar to make the statements therein, in the light of the circumstances
under which they were made, not misleading; (ii) it is necessar to amend or supplement the
Registration Statement, thè Prospectus, the Final Term Sheet or any Issuer Free Writing
Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder or (ii)
the information contained in an Issuer Free Writing Prospectus conflcts with information
contained in the Registration Statement or the Prospectus that has not been superseded or
modified, the Company wil promptly (x) notify each of you to suspend solicitation of offers to
purchase Notes (and, if so notified by the Company, each of you shall fortwith suspend such
solicitation and cease using the Prospectus as then supplemented), (y) prepare and fie with the
Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or
supplement to the Registration Statement, the Prospectus, the Issuer Free Writing Prospectus or
the Final Term Sheet, which wil correct such statement or omission or effect such compliance
and (z) supply any supplemented Prospectus, Final Term Sheet or Issuer Free Writing Prospectus
to each of you in such quantities as you may reasonably request. If such amendment or
supplement is satisfactory in all respects to you, you wil, upon the filing of such amendment or
supplement with the Commission and upon the effectiveness of an amendment to the
Registration Statement, if such an amendment is required, resume your obligation to solicit
offers to purchase Notes hereunder.
(c) The Company, during the period when a prospectus relating to the Notes is
required to be delivered under the Act, wil fie promptly all documents required to be filed with
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the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the
extent such documents are not available pursuant to the EDGAR filing system, wil furnish to
each of you copies of such documents.
(d) As soonas practicable, the Company wil make generally available to its
security holders and to each of you an earings statement or statements of the Company and its
subsidiares which wil satisfy the provisions of Section 11(a) of the Act and Rule 158 under the
Act.
(e) The Company wil fuish to each of you and your counsel, without charge, as
many copies of the Registration Statement (including exhibits thereto), and, so long as delivery
of a prospectus may be required by the Act, the Prospectus and each additional prospectus
supplement, the Final Term Sheet, any Issuer Free Writing Prospectus, and each amendment or
supplement to the Indenture entered into subsequent to the date hereof, as you may reasonably
request.
(t) The Company wil use its best efforts to arange for the qualification of the
Notes for sale under the laws of such jurisdictions as any of you may reasonably designate, and
wil maintain such qualifications in effect so long as required for the distribution of the Notes,
except that the Company shall not be required to qualify as a foreign corporation or dealer in
securities or to execute a general consent to service of process in any jurisdiction.
(g) The Company shall, whether or not any sale of the Notes is consummated, (i)
pay all expenses incident to the performance of its obligations under this Agreement and any
Terms Agreement, including the fees and disbursements of its accountants and counsel, the cost
of printing or other production and delivery ofthe Registration Statement, the Prospectus, all
amendments thereof and supplements thereto, the Supplemental Indentue, the Final Term Sheet,
any Issuer Free Writing Prospectus, this Agreement, any Terms Agreement and all other
documents relating to the offering, the cost of preparing, printing, packaging and delivering the
Notes, the fees and disbursements of your counsel incured in compliance with Section 4(t) (such
fees not to exceed $10,000), the fees and disbursements of the Trustee and the fees of any agency
that rates the Notes, (ii) reimburse each of you as requested for all out-of-pocket expenses
(including pre-approved advertising expenses), if any, incurred by you in connection with the
implementation of this program and (ii) pay the reasonable fees and expenses of your counsel
incured in connection with the implementation ofthis program. .
(h) Each acceptance by the Company of an offer to purchase Notes wil be
deemed to be an affirmation that its representations and warties contained in this Agreement
are tre and correct at the time of such acceptance, as though made at and as of such time, and a
covenant that such representations and waranties wil be tre and correct at the Closing Date
relating to such acceptace, as though made at and as of such time (it being understood that for
puroses of the foregoing affrmation and covenant such representations and waranties shall
relate to the Registration Statement, the Prospectus as amended or supplemented at each such
time and any Issuer Free Writing Prospectus relating to the Notes). Each such acceptace by the
Company of an offer for the purchase of Notes shall be deemed to constitute an additional
representation, waranty and agreement by the Company that, as of the Closing Date for the sale
of such Notes, after giving effect to the issuance of such Notes, of any other Notes to be issued
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on or prior to such Closing Date and of any other Securities to be issued and sold by the
Company on or prior to such Closing Date, the aggregate amount of Securities (including any
Notes) which have been issued and sold by the Company wil not exceed the amount of
Securities registered pursuant to the Registration Statement. The Company wil inform you
promptly upon your request of the aggregate amount of Securities registered under the
Registrtion Statement which remain unsold.
(i) Each time the Company files with the Commission an Anual Report on Form
10-K or a Quarerly Report on Form 10-Q or a material amendment or supplement thereto, the
Company shall deliver or cause to be delivered promptly to you a certificate of the Company, in
form reasonably satisfactory to you, signed by the Chief Executive Offcer or the President or the
principal financial or accounting offcer of the Company, dated the date of filing of such report
or material amendment or supplement thereto, of the same tenor as the certificate referred to in
Section 5(d) but modified to relate to the Registration Statement and the Prospectus as amended
or supplemented to such date.
(j) Each time the Company fies with the Commission an Anual Report on Form
10-K or a Quarerly Report on Form 10-Q or a material amendment or supplement thereto, the
Company shall fuish or cause to be fuished promptly to you written opinions of counsel for
the Company, in form reasonably satisfactory to you, dated the date of filing of such report or
material amendment or supplement thereto, of the same tenor as the opinions referred to in
Section 5(b) but modified to relate to the Registration Statement as of its then most recent
effective date and the Prospectus as amended or supplemented to the date of filing of such report
or material amendment or supplement thereto or, in lieu of such opinions, counsel last fuishing
such opinions to you may furnish you with a letter to the effect that you may rely on such last
opinions to the same extent as though they were dated the date of such letter authorizing reliance
(except that statements in such last opinions wil be deemed to relate to the Registration
Statement as of its then most recent effective date and the Prospectus as amended or
supplemented to the date of filing of such report or material amendment or supplement thereto).
(k) Each time the Company fies with the Commission an Anual Report on Form
i O-K or a Quarrly Report on Form 10-Q or a material amendment or supplement thereto, the
Company shall cause its independent registered public accounting firm promptly to fuish you a
letter, dated no later than five business days after the date of fiing of such report or material
amendment or supplement thereto, in form reasonably satisfactory to you, of the same tenor as
the lettr referred to in Section 5( e) with such changes as may be necessar to reflect the
amended and supplemental financial information included or incorporated by reference in the
Registration Statement and the Prospectus, as amended or supplemented to the date of such
letter; provided, however, that, if the Registration Statement or the Prospectus is amended or
supplemented solely to include or incorporate by reference financial information as of and for a
fiscal quarer, the Company's independent registered public accounting firm may limit the scope
of such letter, which shall be satisfactory in form to you, to the unaudited financial statements,
the related "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and any other information of an accounting, financial or statistical nature included in
such amendment or supplement, unless, in your reasonable judgment, such lettr should cover
other information or changes in specified financial statement line items.
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(1) During the period, if any, specified in any Terms Agreement, the Company
shall not, without the prior consent of the Purchaser thereunder, offer, sell or contrct to sell, or
otherwise dispose of, directly or indirectly, or announce the offering of, any first mortgage bonds
issued by the Company (other than the Notes being sold pursuant to such Terms Agreement).
(m)Notwithstanding the foregoing, it is agreed that if, at any time and from time
to time during the term of this Agreement, the Company should deliver to the Agents notification
of its decision to suspend any sale of Notes hereunder, then during the period of any such
suspension or suspensions the Company shall be relieved of its obligation to provide to the
Agents the certificate, opinions and letter required pursuant to Sections 4(i), 4(j) and 4(k) hereof.
However, whenever such a suspension is lifted, the Company shall be required to deliver to the
Agents, prior to the resumption of any sale of Notes hereunder, the most recent certificate,
opinions and letter which would have been required except for the suspension.
(n) During the term of this Agreement, the Company shall fuish to each Agent
(i) to the extent such documents are not available pursuant to the EDGAR filing system, copies
of all annual, quarerly and current reports (without exhibits) of the Company filed with the
Commission under the Exchange Act, (ii) copies of all anouncements made to the general
financial community and (iii) notice of (x) any decrease in the rating or (y) credit watch with
negative implications, in either cas of the Notes or any other debt securties of the Company, by
any "nationally recognized statistical rating organization" (as def~ed for purposes of Rule
436(g) under the Act).
(0) The Company agrees that any person who has agreed to purchase and pay for
any Note puruant to a solicitation by any of the Agents shall have the right to refuse to purchase
such Note if, subsequent to the agreement to purchase such Note and prior to the delivery of any
payment for such Note, any change, condition or development specified in any of Sections
8(b)(ii), (iv) or (v) shall have occurred (with the judgment of the Agent that presented the offer
to purchase such Note being substituted for any judgment of a Purchaser required therein) the
effect of which is, in the judgment of the Agent that presented the offer to purchase such Note, so
material and adverse as to make it impractical or inadvisable to proceed with the sale and
delivery of such Note (it being understood that under no circumstance shall any such Agent have
any duty or obligation to the Company or to any such person to exercise the judgment permitted
to be exercised under this Section 4(0)).
5. Conditions to the Obligations of the Agents. The obligations of each Agent to
solicit offers to purchase the Notes shall be subject to the accuracy of the representations and
waranties on the par of the Company contaned herein as of the Execution Time, when any
supplement to the Prospectus relating to the Notes is fied with the Commission and as of each
Closing Date, to the accuracy of the statements of the Company made in any certificates pursuat
to the provisions hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:
(a) Iffiing of the Prospectus, or any supplement thereto, is required pursuant to
Rule 424(b) under the Act, the Prospectus, and any supplement, shall have been filed in the
manner and within the time period required by Rule 424(b) under the Act; and no stop order
11
suspending the effectiveness of the Registration Statement shall have been issued and no
proceedings for that purse shall have been instituted or threatened.
(b) The Company shall have fuished to each Agent the opinions of Dewey &
LeBoeufLLP, counsel to the Company and the opinion of Rex Blackbur, Esq., General Counsel
for the Company, dated the Execution Time, substantially in the forms of Exhibits D-1 and D-2
hereto and Exhibit E hereto, respectively.
(c) Each Agent shall have received from Sullvan & Cromwell LLP, counsel for
the Agents, such opinion or opinions, dated the Execution Time, with respect to the
incorporation of the Company, the validity of the Indenture and the Notes, the Registration
Statement, the Prospectus (together with any supplement thereto) and other related matters as the
Agents may reasonably require, and the Company shall have furnished to such counsel such
documents as they may reasonably request for the purose of enabling them to pass upon such
matters. In rendering their opinions, Sullvan & Cromwell LLP may rely upon the opinion
described above of Rex Blackbur, Esq., General Counsel for the Company, as to all matters of
Idaho, Montana, Nevada, Oregon and Wyoming law.
(d) The Company shall have furnished to each Agent a certificate of the
Company, signed by the Chief Executive Officer or the President or the principal financial or
accounting offcer of the Company, dated the Execution Time, to the effect that:
(i) the representations and waranties of the Company in this
Agreement are tre and correct in all material respects on and as of the date
hereof with the same effect as if made on the date hereof and the Company has
complied with all the agreements and satisfied all the conditions on its par to be
performed or satisfied as a condition to the obligation of the Agents to solicit
offers to purchase the Notes;
(ii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to the Company's knowledge, theatened; and
(iii) since the date of the most recent audited financial statements
included in or incorporated by reference in the Prospectus, there has been no
material adverse change or any development that could reasonably be expected to
result in a material adverse change in the condition (financial or other), earings,
business or properties of the Company and its subsidiaries considered as a whole,
whether or not arsing from transactions in the ordinar course of business, except
as set fort in or contemplated by the Prospectus.
(e) At the Execution Time, Deloitte & Touche LLP shall have fuished to each
Agent a letter or letters (which may refer to letters previously delivered to the Agents), dated as
of the Execution Time to the effect set forth in Exhibit C hereto.
(t) Prior to the Execution Time, the Company shall have fuished to each Agent
such fuer information, documents and certificates as the Agents may reasonably request.
12
If any of the conditions specified in this Section 5 shall not have been fulfilled in
all material respects when and as provided in this Agreement, or ifany of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substace to such Agents and counsel for the Agents, this
Agreement and all obligations of any Agent hereunder may be cancelled at any time by the
Agents. Notice of such cancellation shall be given to the Company in writing or by telephone or
telegraph confied in writing.
The documents required to be delivered by this Section 5 shall be delivered at the
offce of Dewey & LeBoeufLLP, counsel for the Company, on the date hereof.
6. Conditions to the Obligations of a Purchaser. The obligations of a Purchaser
to purchase any Notes wil be subject to the accuracy of the representations and waranties on the
part of the Company herein as of the date of the related Terms Agreement and as of the Closing
Date for such Notes, to the performance and observance by the Company of all covenants and
agreements herein contained on its par to be performed and observed and to the following
additional conditions precedent:
(a) No stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purose shall have been instituted or theatened.
(b) To the extent not otherwise agreed to between the Company and the Puchaser
in a Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate
of the Company, dated as ofthe Closing Date, to the effect set fort in Section 5(d) (except that
references to the Prospectus shall be to the Prospectus as amended or supplemented as of the date
of such Terms Agreement), (ii) the opinions of Dewey & LeBoeufLLP, and Rex Blackbur,
Esq., counsel for the Company, dated as of the Closing Date, to the effect referred to in Section
5(b), (ii) the opinion(s) of Sullvan & Cromwell LLP, counsel for the Purchaser, dated as of the
Closing Date, to the effect referred to in Section 5(c), and (iv) the letter of Deloitte & Touche
LLP, independent registered public accounting firm for the Company, dated as of the Closing
Date, to the effect referred to in Section 5(e).
(c) Prior to the Closing Date, the Company shall have fuished to the Puchaser
such fuer information, certificates and documents as the Puchaser may reasonably request.
If any of the conditions specified in this Section 6 shall not have been fulfilled in
all material respects when and as provided in this Agreement and the applicable Terms
Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement or such Terms Agreement and required to be delivered to the Puchaser pursuant to
the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form
and substace to the Puchaser and its counsel, such Terms Agreement and all obligations of the
Purchaser thereunder and with respect to the Notes subject thereto may be cancelled at, or at any
time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be
given to the Company in writing or by telephone or telegraph confirmed in writing.
7. Indemnification. (a) The Company wil indemnify and hold harless each of
you against any losses, claims, damages or liabilties, joint or several, to which you may become
13
subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilties (or
actions in respect thereof) arise out of or are based upon (i) any untre statement or alleged
untre statement of any material fact contained in the Registation Statement or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessar to make the statements therein
not misleading, or (ii) any untrue statement or alleged untre statement of any material fact
contained in any preliminar prospectus, any preliminar prospectus supplement, the Prospectus,
any amendment or supplement thereto or any Issuer Free Writing Prospectus, or arse out of or
are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstaces under
which they were made, not misleading; and wil reimburse each of you for any legal or other
expenses reasonably incured by you in connection with investigating or defending against such
loss, claim, damage, liabilty or action as such expenses are incured; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss, claim, damage or
liabilty arises out of or is based upon an untre statement or alleged untre statement or
omission or alleged omission made in any preliminar prospectus, any preliminar prospectus
supplement, the Registration Statement, the Prospectus, any amendment or supplement thereto or
any Issuer Free Writing Prospectus in reliance upon and in conformity with information
fuished in wrting to the Company by you or on your behalf for inclusion therein or arising out
of, or based upon, statements in or omissions from Exhibits 25.1 and 25.3 to the Registrtion
Statement which shall constitute the Statements of Eligibilty of the Trustees on Forms T-l and
T -2, or amendments thereto, under the Indenture. This indemnity agreement shall be in addition
to any liabilty that the Company may otherwise have.
The foregoing indemnity agreement shall, upon the same terms and conditions,
extend to and inure to the benefit of each person, if any, that controls any of you within the
meaning of the Act.
(b) Each of you severally and not jointly shall indemnify and hold harless the
Company against any losses, claims, damages or liabilties to which the Company may become
subject, únder the Act or otherwse, insofar as such losses, claims, damages or liabilties (or
actions in respect thereof) arise out of or are based upon (i) any untre statement or alleged
untre statement of any material fact contained in the Registration Statement or any amendment
or supplement thereto, or arise out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stted therein or necessar to make the statements
therein not misleading, or (ii) any untre statement or alleged untre statement of any material
fact contained in any preliminar prospectus, any preliminar prospectus supplement, the
Prospectus, any amendment or supplement thereto or any Issuer Free Writing Prospectus, or
arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessar to make the statements therein, in the light of the
circumstaces under which they were made, not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untre sttement or omission or alleged
omission was made in any preliminar prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus, any amendment or supplement thereto or any Issuer Free
Writig Prospectus in reliance upon and in conformity with information fuished in wrting to
the Company by you or on your behalf for inclusion therein; and wil reimbure the Company for
any legal or other expenses reasonably incurred by the Company in connection with
14
investigating or defending against any such loss, claim, damage, liabilty or action as such
expenses are incured. This indemnity agreement shall be in addition to any liabilty that you
may otherwise have.
The foregoing indemnity agreement shall, upon the same terms and conditions,
extend to and inure to the benefit of each director of the Company, each ofits offcers who has
signed the Registration Statement and each person, if any, that controls the Company within the
meaning of the Act.
(c) Promptly after receipt by an indemnified par under subsection (a) or (b)
above of notice of the commencement of any action, such indemnified par shall, if a claim in
respect thereof is to be made against the 'indemnifying par under such subsection, notify the
indemnifying par in writing of the commencement thereof; but the omission so to notify the
indemnifying par shall not relieve it from any liabilty which it may have to any indemified
par otherwise than under such subsection. In case any such action shall be brought against any
indemnified part, and it shall notify the indemnifying part of the commencement thereof, the
indemnifying par shall be entitled to paricipate in, and, to the extent that it shall wish, jointly
with any other indemnifying par similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified par (who shall not, except with the consent of the indemnified
par, be counsel to the indemnifying par), and after notice from the indemnifying par to
such indemnified par of its election so to assume the defense thereof, the indemnifying par
shall not be liable to such indemnified par under such subsection for any legal or other
expenses subsequently incurred by such indemnified par in connection with the defense thereof
other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 7 is unavailable to or
insuffcient to hold harless an indemnified par under subsection (a) or (b) above in respect of
any losses, claims, damages or liabilties (or actions in respect thereof) referred to therein, then
each indemnifying par shall contribute to the amount paid or payable by such indemnified
part as a result of such losses, claims, damages or liabilties (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative benefits received by the Company on the
one hand and each of you on the other from the offering of the Notes to which such loss, claim,
damage or liabilty (or actions in respect thereof) relates and also the relative fault of the
Company on the one hand and each of you on the other in connection with the sttements or
omissions which resulted in such losses, claims, damages or liabilties (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative benefits received by
the Company on the one hand and each of you on the other shall be deemed to be in the same
proporton as the total net proceeds from such offering (before deducting expenses) received by
the Company bear to the total discounts and commissions received by you. The relative fault
shall be determined by reference to, among other things, whether the untre or alleged untre
statement of a material fact or the omission or alleged omission to state a material fact required
to be stated therein or necessar in order to make the statements therein not misleading relates to
information supplied by the Company on the one hand or any of you on the other and the paries'
relative intent, knowledge, access to information and opportity to correct or prevent such
statement or omission. The Company and each of you agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or
by any other method of allocation which does not tae account of the equitable considerations
15
referred to above in this subsection (d). The amount paid or payable by an indemnified par as
a result of the losses, claims, damages or liabilties (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other expenses reaonably
incurred by such indemnified par in connection with investigating or defending any such action
or claim. Notwithstding the provisions of this subsection (d), you shall not be required to
contribute any amount in excess of the amount by which the tota price at which the Notes sold
by or through you to the public exceeds the amount of any damages which you have otherise
been required to pay by reason of such untre or alleged untre statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contrbution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of each of you in this subsection (d) to contrbute
are several in proportion to the respective sales made by or through you to the public to which
such loss, claim, damage or liability (or action in respect thereof) relates ana are not joint.
8. Termination. (a) This Agreement wil continue in effect until terminated as
provided in this Section 8. This Agreement may be terminated either by the Company as to any
Agent or by any Agent insofar as this Agreement relates to such Agent, by giving written notice
of such termination to such Agent or the Company, as the case may be. This Agreement shall so
terminate at the close of business on the first business day following the receipt of such notice by
the par to whom such notice is given. In the event of such termination with respect to any
Agent, this Agreement shall remain in full force and effect with respect to any other Agent as to
which such termination has not occured, and no par shall have any liabilty to the other par
hereto, except as provided in the sixth paragraph of Section 2(a), Section 4(g), Section 7 and
Section 9 hereof.
(b) Each Terms Agreement shall be subject to termination in the absolute
discretion of the Purchaser, by written notice given to the Company prior to delivery of any
payment for any Note to be purchased thereunder, if subsequent to the agreement to purchase
such Note and prior to such payment time (i) there shall have occurred any change in or afecting
the business or properties of the Company and its subsidiaries taken as a whole the effect of
which is, in the judgment of the Purchaser, so material and adverse as to make it impracticable or
inadvisable to proceed with the offer, sale or delivery of Notes in the manner contemplated in the
Pricing Disclosure Package, the Prospectus and this Agreement, (ii) there shall have been any
decrease in the rating of any of the Company's first mortgage bonds by Moody's Investors
Service or Stadard & Poor's Ratings Services the effect of which is, in the judgment of the
Puchaser, so material and adverse as to make it impracticable or inadvisable to proceed with the
offer, sale or delivery of Notes in the maner contemplated in the Pricing Disclosure Packae,
the Prospectus and this Agreement, (ii) trading in securties generally on the New York Stock
Exchange shall have been suspended or limited or minimum prices shall have been established
on such Exchange, (iv) a general moratorium on commercial baning activities shall have been
declared by either Federal or New York State authorities or a material disruption in commercial
bankng or securities settlement or clearance services in the United States shall have occured,
(v) there shall have occured any outbreak or escalation of hostilties, declaration by the United
States of a national emergency or war or other calamity or crisis the effect of which is such as to
make it, in the judgment of the Puchaser, impracticable or inadvisable to proceed with the offer,
sale or delivery of Notes in the maner contemplated in the Pricing Disclosure Package, the
Prospectus and this Agreement or (vi) there shall have occurred any adverse change in national
16
or international financial, political or economic conditions the effect of which is such as to make
it, in the judgment of the Purchaser, impracticable or inadvisable to proceed with the offer, sale
or delivery of Notes in the manner contemplated in the Prcing Disclosure Package, the
Prospectus and this Agreement.
9. No Fiduciary Dutv. The Company acknowledges and agrees with respect to
the purchas and sale of Notes pursuant to Section 2(b) of this Agreement that (i) such purchase
and sale is an ar's-lengt commercial transaction between the Company, on the one hand, and
any of you, on the other, (ii) in connection therewith and with the process leading to such
transaction each of you is acting solely as principal and not as agent or fiduciar of the
Company, (ii) you have not assumed an advisory or fiduciar responsibilty in favor of the
Company with respect to the offering contemplated hereby or the process leading thereto
(irrespective of whether you have advised or are currently advising the Company on other
matters) or any other obligation to the Company except the obligations expressly set fort in this
Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent
it deemed appropriate. The Company acknowledges and agrees that with respect to the purchase
and sale of Notes pursuant to Section 2(b) of this Agreement, it wil not claim that you have
rendered advisory services of any natue or respect, or owe a fiduciar or similar duty to the
Company, in connection with such purchase and sale or the process leading thereto.
10. Surival of Certin Provisions. The respective representations, waranties,
indemnities and other statements of the Company or its officers and of you set forth in or made
pursuant to this Agreement wil remain in full force and effect, regardless of any investigation
made by or on behalf of you or the Company or any of the persons referred to in Section 7
hereof, and wil surive delivery of and payment for the Notes. The provisions of Sections 4(g)
and 7 hereof shall surive the termination or cancellation of this Agreement. The provisions of
this Agreement applicable to any purchase of a Note for which an agreement to purchase exists
prior to the termination hereof shall surive any termination of this Agreement. If at the time of
termination ofthis Agreement any Purchaser shall own any Notes with the intention of sellng
them, the provisions of Section 4 shall remain in effect until such Notes are sold by the
Purchaser.
11. Notices. All communications hereunder wil be in writing and effective only
on receipt, and, if sent to any of you, wil be mailed, delivered or telegraphed and confired to
such of you, at the address specified in Schedule I hereto; or, if sent to the Company, wil be
mailed, delivered or telegraphed and confirmed to it at 1221 W. Idaho Street, Boise, Idaho
83702-5627, attention of the Secreta.
12. Successors. This Agreement wil inure to the benefit of and be binding upon
the paries hereto, their respective successors and the controllng persons referred to in Section 7
hereof and no other person wil have any right or obligation hereunder.
13. Applicable Law. This Agreement wil be governed by and consted in
accordance with the laws of the State of New York.
14. Counterpart. This Agreement may be executed by any one or more of the
paries hereto and thereto in any number of counterpar, each of which shall be deemed to be an
17
original, but all such respective counterpar shall together constitute one and the sae
instrment.
18
If the foregoing is in accrdce with your understdi of our agrement,
pleae sign and re to us the enclosed duplicate heref: whereupon this lettr and your
acceptace shl represent a bindig agment betwee the Company and eah of you.
Very trly your,
IDAHO POWER COMPAN
By: '\w.4.7: 4LZ_
Darl T. Andersn
Exutive Vice Prsident-
Admstative Serces and
Chief Financial Offcer
Signat pae to Selli Agency Ag
BOA
The foregoin Agrent is
her confi and acted
as of the' da herf.
B SLLC
BNY MELLON CAPITAL MATS, LLC
By:
Nam:
Title:
J.P. MORGAN SECURS INC.
By:
Name:
Title;
KEYBANC CAPITAL MARKTS INC.
By:
Name:
Tite:
MERRL L meR, pæRCE, FER & .
SMI lNCORPORA TED
By:
Name:
Title;
Fax [phone] Jun 15 2010 11 :09a P001/002
MISUBISH UPJ SECURTIS (USA), INC.
By:
Name:
Tite:
RBC CAPITAL MATS CORPRATION
By:~
Name:
Title:
SUNTRUST ROBINSON HUHR, INC.
By:
Name:
Title:
u.s. BANCORP INSTMNTS, INC.
By:
Name:
Title: .
WELS FARGO SECURS, LLC
By:
Name:
, Title:
Sigi pa to Selin Ag Agrcn ,
The foregoin Agremt is~by confed and ac
as of the da hereof.
BANC OF AMRICA SECUTIS LLC
By:
Name:
Title:
J.P. MORGAN SECUTIS INC.
By:
Name:
Title:
KEYlANC CAPITAL MATS INC.
By:
Name:
Title:
ME LYNCH. PIERCE. FENNR &
SMIH INCORPORATED
By:
Name:
Title:
MISUBISHI UFJ SECURES (USA), INC.
By:
Nam:
Title:
RBC CAPITAL MARKTS CORPORATION
By:
Namé:
Title:
SONUST ROBINSON RUHRY. INC.
By:
. Name:
Title:
u.s.. BANCORP INTMS, INC.
By:
Name:
Tite:
WES FARGO SECURTI. LL
By:
Name:
Title:
Signtu page to Sellig Age Agrt
The foregoing Agrment is
hereby confirmed and accepted
as of the date hereof.
. BANe OF AMERICA SECURITIES LLC
By:
Name:
Title:
BNY MELLON CAPlTAL MARKETS, LLC
By:
Name:
Title:
J.P.~NSE~
By: I~
N~me:ROBERT BOAMEDl
Title: VICE PRESIDENT
KEYBANC CAPITAL MARKETS INC.
By:
Name:
Title:
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By:
Name:
Title:
MlTSUBISHI UFJ SECURITIES (USA), INC.
By:
Name:
Title:
RBC CAPITAL MARKETS CORPORA nON
By:
Name:
Title:
SUNTRUST ROBINSON HUMPHREY. INC.
By:
Name:
Title:
U.S. BANCORP INVESTMENTS, INC.
By:
Name:
Title:
WELLS FARGO SECURITIES, LLC
By:
Name:
Title:
Signatre page to Sellng Agency Agreement
The foregoing Agreement is
hereby confirmed and accepted
. as of the date hereof.
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title:
BNY MELLON CAPITAL MARKETS, LLC
By:
Name:
Title:
J.P. MORGAN SECURlTIES INC.
By:
Name:
Title:
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By:
Name:
Title:
MITSUBISHI UFJ SECURlTIES (USA), INC.
By:
Name:
Title:
RBC CAPITAL MARKTS CORPORA nON
By:
Name:
Title:
SUNTRUST ROBINSON HUMHREY, INC.
By:
Name:
Title:
U.S. BANCORP INVESTMENTS, lNC.
By:
Name:
Title:
WELLS FARGO SECURITIES, LLC
By:
Name:
Title:
Signature page to Selling Agency Agreement
The foregoing Agreement is
hereby confinned and accepted
as of the date hereof.
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title:
BNY MELLON CAPITAL MATS, LLC
By:
Name:
Title:
J.P. MORGAN SECURTIES INC.
By:
Name:
Title:
KEYBANC CAPITAL MARKETS INC.
By:
Name:
Title:
B . ·Name: /l'-Title: ~,-- .c11L
MITSUBISHI UFJ SECURITIES (USA), INC.
By:
Name:
Title:
RBC CAPITAL MARTS CORPORATION
By:
Name:
Title:
SUNTRUST ROBINSON HUMHREY, INC.
By:
Name:
Title:
U.S. BANCORP INVESTMENTS, INC.
By:
Name:
Title:
WELLS FARGO SECURITIES, LLC
By:
Name:
Title:
Signature page to Sellng Agency Agreement
The foregoing Agreement is
hereby confirmed and accepted
as of th date heref.
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title:
BNY MELLON CAPITAL MARKETS, LLC
By:
Name:
Title:
J.P. MORGAN SECURITIES INC.
By:
Name:
Title:
KEYBANC CAPITAL MARKETS INC.
By:
Name:
Title:
MERRILL LYNCH, PIERCE. FENNER &
SMITH INCORPORATED
By:
Name:
Title:
RBC CAPITAL MARKETS CORPORATION
By:
Name:
Title:
U.S. BANCORP INESTMENTS, INC.
By:
Name:
Title:
WELLS FARGO SECURITIES, LLC
By:
Name:
Title:
Signatre page to Seling Agency Agrment
The foregoing Agrment is
hereby confinned and accepted
as of the date hereof.
BANC OF AMERICA SECUTIS LLC
By:
Name:
Title:
BNY MELLON CAPITAL MARKET
By:
Name:
Title:
J.P. MORGAN SECURITIES INC.
By:
Name:
Title:
KEYBANC CAPITAL MARKETS INC.
By:
Name:
Title:
MERRLL LYNCH PIERCE, FENER &
SMITH INCORPRATED
By:
Name:
Title:
MISUBISHI UFJ SECURS (USA). INC.
By:
Name:
Title:
RATION
\
SUNUST ROBINSON HUHREY. INC.
By:
Name:
Title:
U.S. BANCORP INVESTENTS. INC.
By:
Name:
Title:
WELLS FARGO SECURITIES, LLC
By:
Name:
Title:
Sigat pag to Selling Agency Agren
The foregoing Agrment is
hereby confied and accepted
as of the date hereof.
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title:
BNY MELLON CAPITAL MATS, LLC
By:
Name:
Title:
J.P. MORGAN SECURIIES INC.
By:
Name:
Title:
KEYBANC CAPITAL MARKTS INC.
By:
Name:
Title:
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By:
Name:
Title:
MITSUBISHI UFJ SECURITIES (USA), INC.
By:
Name:
Title:
RBC CAPITAL MATS CORPORATION
By:
Name:
Title:
U.S. BANCORP INESTMNTS, INC.
By:
Name:
Title:
WELLS FARGO SECURTIES, LLC
By:
Name:
Title:
Signatu page to Sellng Agency Agrent
The foreing Agremnt is
hereby confirmed and accepted
as of the date heref.
BANC OF AMRICA SECURIES LLC
By:
Name:
Title:
BNY MELON CAPITAL MARKBTS, LLC
By:
Name:
Title:
J.P. MORGAN SECURITIES INC.
By:
Name:
Title:
KEYBANC CAPITAL MATS INC.
By:
Name:
Title:
MERRL LYNCH, PIERCE. FBNNER &
SMITH INCORPORATED
By:
Name:
Title:
MITSUBism UFJ SECURTIES (USA). INC.
By:
Name:
Title:
RBC CAPITAL MARTS CORPORATION
By:
Name:
Title:
SUNTRUST ROBINSON HUMPHRY. INC.
By:
Name:
Title:
INVESTMTS. INC.
By:
N e:Craig Anderson
Tnle: Deputy Head - USBI Syndicate
WELLS FARGO SECURITIES. LLC
By:
Name:
Title:
Signature page to Selling Agency Agrent
The foregoing Agrment is
hereby eonfited and accepte
as of the da hereof.
BANC OF AMRICA SECURS LLC
By:
Name:
Tite:
BNY MELLON CAPITAL MATS, LLC
By:
Name:
Title:
J.P. MORGAN SECUS INC.
By:
Name:
Title:
KEANC CAPITAL MATS INC.
By:
Name:
Title:
MERRLL LYNCH, PIERCE, FENR &
SMI INCORPORATED
By:
Name:
Title:
MIUBism UFJ SECUS (USA). INC.
By:
Name:
Title:
RBC CAPITAL MATS CORPRATION
By:
Name:
Title:
SUUST ROBINSON HUHRY. INC.
By:
Name:
Title:
U.S. BANCORP INSTMS. INC.
By:
Name:
Title:
WELLS FARGO SECURTIS. LLC
Sign pae to Sellng Agency Agrement
SCHEDULE I
Commissions:
The Company agrees to pay each Agent a commission equal to the following
percentage ofthe pricipal amount of each Note sold on an agency basis by such Agent:
Term Commission Rate
9 months to less than 12 months
12 months to less than 18 months
18 months to less than 2 years
2 years to less than 3 years
3 years to less than 4 years
4 years to less than 5 years
5 years to less than 6 years
6 years to less than 7 years
7 years to less than 10 years
10 years to less than 15 years
15 years to less than 20 years
20 years or more
0.125%
0.150%
0.200%
0.250%
0.350%
0.450%
0.500%
0.550%
0.600%
0.625%
0.675%
0.750%
Unless otherwise specified in the applicable Terms Agreement, the discount or
commission payable to a Purchaser shall be deterined on the basis of the commission schedule
set forth above.
Address for Notice to Agents:
Notices to (1) Bane of America Securities LLC shall be directed to it at One
Bryant Park, NYI-100-18-03, New York, NY 10036
Attention of High Grade Transaction Management/egal
Fax: [phone]
Notices to (2) BNY Mellon Capital Markets, LLC shall be directed to it at, 32
Old Slip, 15tl Floor, New York, NY 10286
Attention of Dan Klinger
Tel: [phone]
Fax: [phone]
Notices to (3) J.P. Morgan Securities Inc. shall be directed to it at High Grade
Syndicate Desk, 383 Madison Avenue, 3rd Floor, New York, NY
10179
Attention of High Grade Syndicate Desk
Tel: [phone]
.
Fax: [phone]
Notices to (4) KeyBanc Capital Markets Inc. shall be directed to it at 127 Public
Square, Cleveland, OH 44114
Attention of Gar E. Andrews
Tel: [phone]
Fax: [phone]
Notices to (5) Merril Lynch, Pierce, Fenner & Smith Incorporated shall be
directed to it at One Bryant Park, NYI-100-18-03, New York, NY
10036
Attention of High Grade Transaction Management/egal
Fax: [phone]
Notices to (6) Mitsubishi UFJ Securities (USA), Inc. shall be directed to it at
1633 Broadway, 29th Floor, New York, NY 10019
Attention of Capital Markets Group
Tel: [phone]
Fax: [phone]
Notices to (7) RBC Capital Markets Corporation shall be directed to it at Thee
World Financial Center, 200 Vesey Street, New York, NY 10281
Attention of Joseph Higgins
Tel: [phone]
Fax: [phone]
Notices to (8) SunTrust Robinson Humphrey, Inc. shall be directed to it at 3333
Peachtree Road, II th Floor, Atlanta GA 30326
Attention of Christopher Gruboski
Tel: [phone]
Fax: [phone]
Notices to (9) U.S. Bancorp Investments, Inc. shall be directed to it at 214 Nort
Tryon Street, 26th Floor, EX_NC-WSTC, Charlotte, NC 28202
Attention of Mark Ledford
Tel: [phone]
Fax: [phone]
2
Notices to (1O)Wells Fargo Securties, LLC shall be directed to it at 301 S.
College Street, Charlotte, NC 28288
Attention of Transaction Management
Fax: [phone]
3
EXHIT A
IDAHO POWER COMPANY
First Mortgage Bonds.
Secured Medium-Term Notes. Series I. Administative Procedures
Book-Entr Form
The First Mortgage Bonds, Secured Medium-Term Notes, Series I, Due from
Nine Months to Thirt Years from Date ofIssue (the "Notes") ofldaho Power Company (the
"Company") are to be offered on a continuing basis. Bane of America Securities LLC, BNY
Mellon Capital Markets, LLC, J.P. Morgan Securties Inc., KeyBanc Capital Markets Inc.,
Merril Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc.,
RBC Capital Markets Corporation, SunTrust Robinson Humphrey, Inc., U.S. Bancorp
Investments, Inc. and Wells Fargo Securties, LLC, as agents (each an "Agent"), have agreed to
use their reasonable best efforts to solicit purchases of Notes issued in fully registered form. The
Agents wil not be obligated to purchase Notes for their own account. The Notes are being sold
pursuant to a Sellng Agency Agreement between the Company and the agents named therein
(including the Agents) dated the date hereof (the "Agency Agreement"). The Notes have been
registered with the Securities and Exchange Commission (the "Commission"). The Notes wil
be issued under the Company's Indenture of Mortgage and Deed of Trust, dated as of October 1,
1937, between the Company and Deutsche Ban Trust Company Americas, formerly known as
Baners Trust Company (the "Trustee") and R.G. Page (Staley Burg, successor individual
trstee), as trstees, as supplemented, pursuant to the Fort-sixth Supplemental Indentue dated
as of June 1,2010 (the "Indentue").
The Agency Agreement provides that Notes may also be purchased by an Agent
acting solely as principal and not as agent. In the event of any such purchase, the fuctions of
both the Agent and the beneficial owner under the administrative procedures set fort below
shall be performed by such Agent acting solely as principal, unless otherwise agreed to between
the Company and such Agent acting as principaL.
,
Each Note wil be represented by a Global Securty (as defined hereinafter)
delivered to Deutsche Bank Trust Company Americas ("Deutsche Ban") as agent for The
Depository Trust Company ("DTC"), and recorded in the book-entr system maintained by DTC
(a "Book-Entr Note"). An owner of a Book-Entr Note wil not be entitled to receive a
certificate representing such Note.
The procedures to be followed during, and the specific terms of, the solicitation of
orders by the Agents and the sale as a result thereof by the Company are explained below.
Administrative and record-keeping responsibilties wil be handled for the Company by its
Finance Departent. The Company wil advise the Agents and the Trustee in writing of those
persons handling administrative responsibilties with whom the Agents and the Trustee are to
communicate regarding orders to purchase Notes and the details of their delivery.
Administrative procedures and specific terms of the offering are explained below.
Book-Entr Notes wil be issued in accordance with the administrative procedures set fort
below, as adjusted in accordance with changes in DTC's operating requirements. Unless
otherise defied herein, terms defined in the Indentue and the Notes shall be used herein as
therein defined. Only fixed rate Notes may be issued. To the extent the procedures set fort
below conflct with the provisions of the Notes, the Indenture, DTC's operating requirements or
the Agency Agreement, the relevant provisions of the Notes, the Indentue, DTC's operating
requirements and the Agency Agreement shall control.
Administrative Procedures for
Book-Entr Notes
In connection with the qualification of the Book-Entr Notes for eligibilty in the
book-entr system maintained by DTC, Deutsche Ban wil perform the custodial, document
control and administative fuctions described below, in accordance with its respective
obligations under a Letter of Representations from the Company and Deutsche Ban to DTC
dated as of November 21,2000, a Bring-Down Letter of Representations from the Company and
Deutsche Ban to DTC dated June 17, 2010 and a Medium-Term Note Certificate Agreement
between Deutsche Ban and DTC, dated as of October 21, 1988, and its obligations as a
participant in DTC, including DTC's Same-Day Funds Settlement system ("SDFS").
Issuance:On any date of settlement (as defined under "Settlement' below) for one
or more Book-Entr Notes, the Company wil issue a single global
security in fully registered form without coupons (a "Global Security")
representing up to $500,000,000 principal amount of all such Book-
Entr Notes that have the same Issue Date, original issue discount
provisions, if any, Interest Payment Dates, Regular Record Dates,
redemption, repayment and extension provisions, if any, Maturity Date,
and interest rate (collectively, the "Terms"). Each Global Securty wil
be dated and issued as of the date of its authentication by the Trustee.
Each Global Security wil bear an original issue date, which wil be (i)
with respect to an original Global Securty (or any portion thereof), the
original issue date specified in such Global Security and (ii) following a
consolidation of Global Securities, with respect to the Global Securty
resulting from such consolidation, the most recent Interest Payment Date
to which interest has been paid or duly provided for on the predecessor
Global Securities, regardless of the date of authentication of such
resulting Global Security. No Global Security wil represent any
securities in certificated form.
Identification
Numbers:
The Company has aranged with the CUSIP Service Bureau of Stadard
& Poor's Corporation (the "CUSIP Service Bureau") for the reservation
of a series of CUSIP numbers, which series consists of approximately
900 CUSIP numbers and relates to Global Securities representing Book-
Entr Notes and book-entr medium-term notes issued by the Company
with other series designations. Deutsche Ban the Company and DTC
have obtained from the CUSIP Service Bureau a written list of such
reserved CUSIP numbers. Deutsche Ban wil assign CUSIP numbers
to Global Securties as described below under Settlement Procedure
A-2
"B." DTC wil notify the CUSIP Service Bureau periodically of the
CUSIP numbers that Deutsche Ban has assigned to Global Securities.
Deutsche Ban wil notify the Company at any time when fewer than
100 of the reserved CUSIP numbers remain unassigned to Global
Securties, and, if it deems necessar, the Company wil reserve
additional CUSIP numbers for assignment to Global Securities. Upon
obtaining such additional CUSIP numbers, Deutsche Bank or the
Company shall deliver a list of such additional CUSIP numbers to DTC.
Registration:Global Securities wil be issued only in fully registered form without
coupons. Each Global Security wil be registered in the name of Cede &
Co., as nominee for DTC, or such other name as may be requested by
DTC, on the bond register for the Notes maintained under the Indentue.
The beneficial owner of a Book-Entr Note (or one or more indirect
participants in DTC designated by such owner) wil designate one or
more paricipants in DTC (with respect to such Book-Entr Note, the
"Paricipants") to act as agent or agents for such owner in connection
with the book-entr system maintained by DTC, and DTC wil record in
book-entr form, in accordance with instrctions provided by such
Paricipants, a credit balance with respect to such beneficial owner in
such Book-Entry Note in the account of such Paricipants. The
ownership interest of such beneficial owner (or such Paricipants) in
such Book-Entr Note wil be recorded though the records of such
Participants or though the separate records of such Paricipants and one
or more indirect paricipants in DTC.
Transfers:Transfers of a Book-Entr Note wil be accomplished by book entries
made by DTC and, in turn, by Paricipants (and in certin cases, one or
more indirect paricipants in DTC) acting on behalf of beneficial
transferors and transferees of such Note.
Exchanges:After the first Interest Payment Date on individual issues of the Notes,
Deutsche Bank may deliver to DTC's Reorganization Deparent,
Interactive Data Control and the CUSIP Service Bureau at any time a
written notice of consolidation (a copy of which shall be attached to the
resulting Global Securty described below) specifying (i) the CUSIP
numbers of two or more outstading Global Securities that represent
Book-Entr Notes having the same Terms and for which interest has
been paid to the same date, (ii) a date, occuring at leas thirt (30) days
after such written notice is delivered and at least thir (30) days before
the next Interest Payment Date for such Book-Entr Notes, on which
such Global Securties shall be exchanged for a single replacement
Global Security and (ii) a new CUSIP number to be assigned to such
replacement Global Security. Upon receipt of such a notice, DTC wil
send to its paricipants (including Deutsche Ban) a written
reorganization notice to the effect that such exchange wil occur on such
date. Prior to the specified exchange date, Deutsche Ban wil deliver to
A-3
Maturities:
Denominations:
Interest:
the CUSIP Service Bureau a wrtten reorganization notice setting fort
such exchange date and such new CUSIP number and stting that, as of
such exchange date, the CUSIP numbers of the Global Securities to be
exchanged wil no longer be valid. On the specified exchange date,
Deutsche Bank wil exchange such Global Securities for a single Global
Security bearg the new CUSIP number and the CUSIP numbers of the
exchanged Global Securities wil, in accordace with CUSIP Service
Bureau procedures, be cancelled and not immediately reassigned.
Each Book-Entr Note wil mature on a date not less than nine (9)
months nor more than thirt (30) years after the Issue Date for such
Note.
Book-Entr Notes wil be issued in principal amounts of$l,OOO or any
amount in excess thereofthat is an integral multiple of$l,OOO.
General. Interest, if any, on each Book-Entr Note wil accrue from the
Original Interest Accrual Date for the first interest period or the last date
to which interest has been paid, if any, for each subsequent interest
period, on the Global Security representing such Book-Entry Note, and
wil be calculated and paid in the maner described in such Book-Entr
Note and in the Prospectus (as defined in the Agency Agreement).
Unless otherwise specified therein, each payment of interest on a Book-
Entr Note wil include interest accrued to but excluding the Interest
Payment Date or to but excluding Maturity (other than a Matuity of a
Book-Entr Note occurring on the 31 st day of a month, in which case
such payment of interest wil include interest accrued to but excluding
the 30th day of such month). Interest payable at the Matuity of a Book-
Entr Note wil be payable to the Person to whom the principal of such
Note is payable. Stadard & Poor's Corporation wil use the
information received in the pending deposit message described under
Settlement Procedure "C" below in order to include the amount of any
interest payable and certain other information regarding the related
Global Security in the appropriate (daily or weekly) bond report
published by Stadard & Poor's Corporation.
Regular Record Dates. Unless otherwise specified pursuat to
Settlement Procedure "A" below, the Regular Record Dates with respect
to the Interest Payment Dates set fort below shall be Februar 15 and
August 15.
Interest Payment Dates. Unless otherwise specified pursuant to
Settlement Procedure "A" below, interest payments on Book-Entr
Notes wil be made semianually on March 1 and September 1 of each
year and at Matuty; provided, however, that if an Interest Payment
Date for a Book-Entr Note is not a Business Day, the payment due on
such day shall be made on the next succeeding Business Day and no
A-4
Calculation of
Interest:
Payment of Principal
and Interest:
interest shall accrue on such payment for the period from and aftr such
Interest Payment Date; provided fuer, that in the case of a Book-Entr
Note issued between a Regular Record Date and an Interest Payment
Date, the fist interest payment wil be made on the Interest Payment
Date following the next succeeding Regular Record Date.
Interest on Book-Entr Notes (including interest for parial periods) wil
be calculated on the basis ofa 360-day year of twelve 30-day months.
Payment ofInterest Only. Promptly after each Regular Record Date,
Deutsche Ban wil deliver to the Company and DTC's Dividend
Deparent a written notice setting forth, by CUSIP number, the amount
of interest to be paid on each Global Security on the following Interest
Payment Date (other than an Interest Payment Date coinciding with
Matuty) and the total of such amounts. DTC wil confir the amount
payable on each Global Security on such Interest Payment Date by
reference to the appropriate (daily or weekly) bond reports published by
Standard & Poor's Corporation. The Company wil pay to Deutsche
Bank, as paying agent, the total amount of interest due on such Interest
Payment Date (other than at Maturity), and Deutsche Ban wil pay such
amount to DTC, at the times and in the maner set fort below under
"Manner of Payment."
Payments at Matuity. On or about the first Business Day of each
month, Deutsche Bank wil deliver to the Company and DTC a written
list of principal and interest to be paid on each Global Security maturing
in the following month. Deutsche Bank, the Company and DTC wil
confirm the amounts of such principal and interest payments with
respect to each such Global Security on or about the fift Business Day
preceding the Maturity of such Global Security. On or before Maturity,
the Company wil pay to Deutsche Bank, as paying agent, the principal
amount of such Global Security, together with interest due at such
Maturity. Deutsche Ban wil pay such amount to DTC at the times and
in the maner set forth below under "Maner of Payment." If any
Maturity of a Global Security representing Book-Entr Notes is not a
Business Day, the payment due on such day shall be made on the next
succeeding Business Day and no interest shall accrue on such payment
for the period from and after such Matuity. Promptly after payment to
DTC of the pricipal and interest due at Matuity of such Global
Security, the Trustee wil cancel such Global Security in accordance
with the Indentue and so advise the Company. On the fist Business
Day of each month, Deutsche Ban wil deliver to the Company a
written statement indicating the total pricipal amount of Outstading
Global Securities as ofthe immediately preceding Business Day.
Manner of Payment. The total amount of any principal and interest due
on Global Securties on any Interest Payment Date or at Matuity shall
A-5
Procedures upon
Company's Exercise
of Optional
Redemption:
be paid by the Company to Deutsche Ban in immediately available
funds on such date. The Company wil make such payment on such
Global Securities by wire transfer to Deutsche Ban to the following
account:
Deutsche Ban Trust Company Americas
Trust & Securties Services
ABA #: 021001033
Account Number: 01419647
Reference: Idao Power First Mortgage Bonds.
Prior to 10 A.M. (New York City time) on the date of Matuty or as
soon as possible thereafter, Deutsche Bank wil pay by separate wire
transfer (using Fedwire message entr instrctions in a form previously
specified by DTC) to an account at the Federal Reserve Ban of New
York previously specified by DTC, in fuds available for immediate use
by DTC, each payment of principal (together with interest thereon) due
on a Global Security on such date. On each Interest Payment Dãte
(other than at Matuity), interest payments shall be made to DTC, in
funds available for immediate use by DTC, in accordance with existing
arangements between Deutsche Ban and DTC. On each such date,
DTC wil pay, in accordance with its SDFS operating procedures then in
effect, such amounts in funds available for imediate use to the
respective Paricipants in whose names the Book-Entr Notes
represented by such Global Securties are recorded in the book-entr
system maintained by DTC. Neither the Company nor Deutsche Bank
shall have any direct responsibilty or liabilty for the payment by DTC
to such Paricipants of the principal of and interest on the Book-Entr
Notes.
Withholding Taxes. The amount of any taxes required under applicable
law to be withheld from any interest payment on a Book-Entr Note wil
be determined and witheld by the Participant, indirect paricipant in
DTC or other Person responsible for forwarding payments and materials
directly to the beneficial owner of such Note.
Company Notice to Trustee Regarding Exercise of Optional
Redemption. At least 35 days prior to the date on which it intends to
redeem a Book-Entr Note, the Company wil notify the Trustee that it
is exercising such option with respect to such Book-Entr Note on such
date.
Trustee Notice to DTC Regarding Company's Exercise of Optional
Redemption. After receipt of notice that the Company is exercising its
option to redeem a Book-Entr Note, the Trustee wil, at leas 30 days
before the redemption date for such Book-Entr Note, deliver to DTC a
notice identifying such Book-Entr Note by CUSIP number and
A-6
Procedure for Rate
Setting and Posting:
Acceptace and
Rejection of Orders:
Preparation of Pricing
Supplement and. if
applicable. Term
Sheet:
informing DTC of the Company's exercise of such option with respect
to such Book-Entr Note.
Deposit of Redemption Prce. On or before any redemption date, the
Company shall deposit with such Trustee an amount of money suffcient
to pay the redemption price, plus interest accrued to such redemption
date, for all the Book-Entr Notes or portions thereof which are to be
repaid on such redemption date. Such Trustee wil use such money to
repay such Book-Entr Notes pursuant to the terms set fort in such
Notes.
The Company and the Agents wil discuss from time to time the
aggregate principal amount of, the issuance price of, and the interest
rates to be borne by, Book-Entr Notes that may be sold as a result of
the solicitation of orders by the Agents. If the Company decides to set
prices of, and rates borne by, any Book-Entr Notes in respect of which
the Agents are to solicit orders (the setting of such prices and rates to be
referred to herein as "posting") or if the Company decides to change
prices or rates previously posted by it, it wil promptly advise the Agents
of the prices and rates to be posted.
Unless otherwise instcted by the Company, each Agent wil advise the
Company promptly by telephone or other appropriate means of all
orders to purchase Book-Entr Notes received by such Agent, other than
those rejected by it in whole or in par in the reasonable exercise of its
discretion. Unless otherwise agreed by the Company and the Agents,
the Company has the sole right to accept orders to purchase Book-Entr
Notes and may reject any such orders in whole or in par.
If any order to purchase a Book-Entr Note is accepted by or on behalf
of the Company, the Company wil prepare a pricing supplement (a
"Pricing Supplement") reflecting the applicable interest rates and other
terms of such Book-Entr Note and wil supply at least ten copies
thereof (and additional copies if requested) to the Agent which presented
the order (the "Presenting Agent"). If applicable, the Final Term Sheet
(as defined in the Agency Agreement) reflecting the tes of such
Book-Entr Note wil be prepared by the Presenting Agent and at least
one copy thereof (and additional copies if requested) wil be delivered
by the Presenting Agent to the Company. The Company wil arange to
have such Pricing Supplement fied with the Commission in accordace
with Rule 424(b) under the Act and, if applicable, wil arange to have
the Final Term Sheet fied in accordance wil Rule 433 under the Act.
In each instance that a Pricing Supplement is prepared, the Presentig
Agent wil affx Pricing Supplements to Prospectuses prior to their use.
Outdated Pricing Supplements (other than those retained for files) will
A-7
Suspension of
Solicitation;
Amendment or
Supplement:
Procedures For Rate
Changes:
Delivery of Pricing
Disclosure Package
be destoyed.
The Company reserves the right, in its sole discretion, to instrct the
Agents to suspend at any time, for any period of time or permanently,
the solicitation of orders to purhase Book-Entr Notes. Upon receipt of
such instrctions, the Agents wil fortwith suspend solicitation until
such time as the Company has advised them that such solicitation may
be resumed.
In the event that at the time the Company suspends solicitation of
purchases there shall be any orders outstading for settlement, the
Company wil promptly advise the Agents and Deutsche Ban whether
such orders may be settled and whether copies of the Prospectus as in
effect at the time of the suspension, together with the appropriate Prcing
Supplement, may be delivered in connection with the settlement of such
orders. The Company wil have the sole responsibilty for such decision
and for any arangements that may be made in the event that the
Company determines that such orders may not be settled or that copies
of such Prospectus may not be so delivered.
If the Company decides to amend or supplement the Registation
Statement (as defined in the Agency Agreement), any Issuer Free
Writing Prospectus or the Prospectus, it wil promptly advise the Agents
and fuish the Agents with the proposed amendment or supplement and
with such certificates and opinions as are required, all to the extent
required by and in accordance with the terms of the Agency Agreement.
Subject to the provisions of the Agency Agreement, the Company wil
arange to have any such amendment or supplement to the Registrtion
Statement, the Prospectus or any Issuer Free Writing Prospectus relating
to the Notes filed with the Commission. The Company wil provide the
Agents and Deutsche Ban with copies of any such amendment or
supplement, and confirm to the Agents that such amendment or
supplement has been filed with the Commission, and in the case of any
supplement to the Prospectus or the Issuer Free Writing Prospectus,
pursuant to the applicable paragraph of Rule 424(b) or Rule 433(d)
under the Act.
When the Company has determined to change the interest rates of Book-
Entry Notes being offered, it wil promptly advise the Agents and the
Agents wil fortwith suspend solicitation of orders. The Agents wil
telephone the Company with recommendations as to the changed
interest rates. At such time as the Company has advised the Agents of
the new interest rates, the Agents may resume solicitation of orders.
Until such time only "indications of interest" may be recorded.
The Presenting Agent wil cause to be delivered to the purchaser of a
Book-Entr Note (i) the Pricing Disclosure Package (as defined in the
A-8
and Prospectus:
Confiation:
Settlement:
Settlement
Procedures:
Agency Agreement) prior to the Applicable Time (as defined in the
Agency Agreement) and (ii) the Prospectus (including the Pricing
Supplement) prior to or simultaeously with the ealier of the delivery to
such purchaser of the confirmation of sale or the Book-Entr Note.
Subject to "Suspension of Solicitation; Amendment or Supplement"
above, the Presenting Agent wil deliver a Pricing Disclosure Package,
Prospectus and Pricing Supplement as herein described with respect to
each Book-Entr Note sold by it. The Company wil make such
delivery if such Book-Entr Note is sold directly by the Company to a
purchaser (other than an Agent).
For each order to purchase a Book-Entr Note solicited by any Agent
and accepted by or on behalf of the Company, the Presenting Agent wil
issue a confirmation to the purchaser, with a copy to the Company,
setting forth the details set fort above and delivery and payment
instructions.
The receipt by the Company of immediately available fuds in payment
for a Book-Entry Note and the authentication and issuance of the Global
Security representing such Book-Entr Note shall constitute
"settlement" with respect to such Book-Entr Note. All orders accepted
by the Company wil be settled on the third Business Day following the
date of sale of such Book-Entr Note pursuant to the timetable for
settlement set forth below unless the Company and the purchaser agree
to settlement on another day which shall be no earlier than the next
Business Day following the date of sale.
Settlement Procedures with regard to each Book-Entr Note sold by the
Company through any Agent, as agent, shall be as follows:
A. The Presenting Agent wil advise the Company by telephone
(confied in writing) of the following settlement information:
1.Exact name of the purchaser.
2.Principal amount.
3.Issue Date.
4.Original Interest Accrual Date.
5.Settlement date.
6.Interest rate.
7. Interest Payment Dates, if other than March 1 and September 1.
A-9
8. Regular Record Dates, if other than Februar 15 and August 15.
9. Redemption provisions, if any.
10. Matuity date.
11. Puchase Prce.
12. Presenting Agent's commission, determined as provided in
Section 2 of the Agency Agreement and certification that the
purchasers were solicited solely by such Agent.
13. Net proceeds to the Company.
B. Deutsche Ban wil assign a CUSIP number to the Global
Security representing such Book-Entr Note and the Company
wil advise Deutsche Ban by telephone (confirmed in writing at
any time on the same date) or electronic transmission of the
information set forth in Settlement Procedure "A" above, and the
name of the Presenting Agent. Deutsche Bank wil also notify
the Presenting Agent by telephone of such CUSIP number as
soon as practicable. Each such communication by the Company
shall constitute a representation and waranty by the Company to
Deutsche Bank and the Presenting Agent that (i) such Note is
then, and at the time of issuance and sale thereof wil be, duly
authorized for issuance and sale by the Company, (ii) such Note,
and the Global Security representing such Note, wil conform
with the terms of the Indentue for such Note, and (ii) upon
authentication and delivery of such Global Securty, the
aggregate initial offering price of all Notes issued under the
Indenture wil not exceed $500,000,000 (except for Book-Entr
Notes represented by Global Securities authenticated and
delivered in exchange for or in lieu of Global Securities pursuant
to the Indenture).
C. Deutsche Ban wil enter a pending deposit message through
DTC's Paricipant Terminal System providing the following
settlement information to DTC (which shall route such
information to Stadard & Poor's Corporation) and the
Presenting Agent:
1. The information set fort in Settlement Procedure "A."
2. The Initial Interest Payment Date for such Book-Entr Note,
number of days by which such date succeeds the related Regular
Record Date and amount of interest payable on such Interest
Payment Date.
A-I0
3. The CUSIP number of the Global Security representig such
Book-Entr Note.
4. Whether such Global Securty wil represent any other Book-
Entr Note (to the extent known at such time).
5. The paricipant account numbers maintained by DTC on behalf
of the Presenting Agent and Deutsche Ban.
D. To the extent the Company has not already done so, the
Company wil deliver to the Trustee a Global Security in a form
that has been approved by the Company, the Agents and the
Trustee.
E. The Trustee wil complete such Book-Entr Note, stap the
appropriate legend, as instrcted by DTC, if not already set fort
thereon, and authenticate the Global Security representing such
Book-Entr Note.
F. DTC wil credit such Book-Entr Note to Deutsche Ban's
paricipant account at DTC.
G. Deutsche Ban wil enter an SDFS deliver order though DTC's
Paricipant Terminal System instcting DTC to (i) debit such
Book-Entr Note to Deutsche Ban's paricipant account and
credit such Book-Entr Note to the Presenting Agent's
paricipant account and (ii) debit the Presenting Agent's
settlement account and credit Deutsche Ban's settlement
account for an amount equal to the price of such Book-Entr
Note less the Presenting Agent's commission. The entr of such
a deliver order shall constitute a representation and waranty by
Deutsche Bank to DTC that (i) the Global Security representing
such Book-Entr Note has been issued and authenticated and (ii)
Deutsche Bank is holding such Global Security pursuat to the
Medium-Term Note Certificate Agreement between Deutsche
Bank and DTC.
H. The Presenting Agent wil enter an SDFS deliver order though
DTC's Paricipant Terminal System instrcting DTC (i) to debit
such Book-Entr Note to the Presenting Agent's paricipant
account and credit such Book-Entr Note to the paricipant
accounts of the Paricipants with respect to such Book-Entr
Note and (ii) to debit the settlement accounts of such Paricipants
and credit the settlement account of the Presenting Agent for an
amount equal to the price of such Book-Entr Note.
I. Transfers of fuds in accordance with SDFS deliver orders
described in Settlement Procedures "G" and "H" wil be settled
A-11
in accordance with SDFS operating procedures in effect on the
settlement date.
J. Deutsche Ban wil, upon receipt of fuds from the Presenting
Agent in accordance with Settlement Procedure "G", wire
transfer to the Company fuds available for immediate use in the
amount trnsferred to Deutsche Ban in accordace with
Settlement Procedure "G." Payments made pursuant to this
Settlement Procedure "J" wil be made to an account maitained
by the Company at Wells Fargo Bank (RTN: 121000248,
Account Number: 4000033514).
K. The Presenting Agent wil confi the purchase of such Book-
Entr Note to the purchaser either by transmitting to the
Paricipants with respect to such Book-Entr Note a
confirmation order or orders through DTC's institutional
delivery system or by mailing a written confirmation to such
purchaser.
Settlement
Procedures
Timetable:
For orders of Book-Entr Notes solicited by any Agent and accepted by
the Company for settlement on the first Business Day after the sale date,
Settlement Procedures "A" though "K" set fort above shall be
completed as soon as possible but not later than the respective ties
(New York City time) set forth below:
Settlement
Procedure Time
A 11 :00 A.M. on the sale dateB 12:00 Noon on the sale dateC 2:00 P.M. on the sale dateD 3:00 P.M. on the day before settlement
E 9:00 A.M. on settlement date
F 10:00 A.M. on settlement dateG-H 2:00 P.M. on settlement date
I 4:45 P.M. on settlement dateJ-K 5:00 P.M. on settlement date
If a sale is to be settled more than one Business Day after the sale date,
Settlement Procedures "A", "B" and "C" shall be completed as soon as
practicable but no later than 11 :00 A.M. and 12:00 Noon on the first
Business Day after the sale date and no later than 2:00 P.M. on the
Business Day before the settlement date, respectively. Settlement
Procedure "I" is subject to extension in accordance with any extension
ofFedwire closing deadlines and in the other events specified in SDFS
operating procedures in effect on the settlement date.
A-12
Failure to Settle:
If settlement of a Book-Entr Note is rescheduled or cancelled,
Deutsche Ban wil deliver to DTC, through DTC's Paricipant
Terminal System, a cancellation message to such effect by no later than
2:00 P.M. on the Business Day immediately preceding the scheduled
settlement date.
If Deutsche Ban fails to enter an SDFS deliver order with respect to a
Book-Entr Note pursuant to Settlement Procedure "G", Deutsche Ban
may deliver to DTC, though DTC's Paricipant Terminal System, as
soon as practicable, a withdrawal message instrcting DTC to debit such
Book-Entr Note to Deutsche Ban's paricipant account. DTC wil
process the withdrwal message, provided that Deutsche Ban's
paricipant account contains a principal amount ofthe Global Securty
representing such Book-Entr Note that is at least equal to the principal
amount to be debited. If a withdrawal message is processed with respect
to all the Book-Entr Notes represented by a Global Security, Deutsche
Bank wil cancel such Global Securty in accordance with the Indentue
and so advise the Company and wil make appropriate entries in its
records. The CUSIP number assigned to such Global Security shall, in
accordance with CUSIP Service Bureau procedures, be cancelled and
not immediately reassigned. If a withdrawal message is processed with
respect to one or more, but not all, ofthe Book-Entr Notes represented
by a Global Security, Deutsche Ban wil exchange such Book-Entr
Note for two Global Securities, one of which shall represent such Book-
Entry Notes and shall be cancelled imediately after issuance and the
other of which shall represent the other Book-Entr Notes previously
represented by the surendered Global Security and shall bear the
CUSIP number of the surendered Global Securty.
If the purchase price for any Book-Entr Note is not timely paid to the
Paricipants with respect to such Note by the beneficial purchaser
thereof (or a Person, including an indirect paricipant in DTC, acting on
behalf of such purchaser), such Participants and, in tu, the Presenting
Agent may enter SDFS deliver orders through DTC's Paricipant
Terminal System reversing the orders entered pursuant to Settlement
Procedures "H" and "G", respectively. The Presenting Agent wil notify
the Company by telephone of such failure. Thereafter, Deutsche Ban
wil deliver the withdrawal message and tae the related actions
described in the preceding paragraph.
Notwithstading the foregoing, upon any failure to settle with respect to
a Book-Entr Note, DTC may take any actions in accordance with its
SDFS operating procedures then in effect. In the event of a failure to
settle with respect to one or more, but not all, of the Book-Entr Notes
to have been represented by a Global Security, Deutsche Bank wil
provide, in accordance with Settlement Procedure "E", for the
authentication and issuance of a Global Security representing the other
A-13
Deutsche Ban Not to
Risk Funds:
Authenticity of
Signatures:
Advertising Costs:
Periodic Statements
from Deutsche Ban:
Book-Entr Notes to have been represented by such Global Security and
wil make appropriate entries in its records.
Nothing herein shall be deemed to require Deutsche Bank to risk or
expend its own fuds in connection with any payment to the Company,
DTC, the Agents or the purchaser, it being understood by all paries that
payment made by Deutsche Ban to the Company, DTC, the Agents or
the purchaser shall be made only to the extent that funds are provided to
Deutsche Bank for such purose.
The Company wil cause Deutsche Ban to furnish the Agents from
time to time with the specimen signatures of each of Deutsche Bank's
offcers, employees or agents who have been authoried by Dèutsche
Ban to authenticate Book-Entr Notes, but the Agents wil have no
obligation or liabilty to the Company or Deutsche Bank in respect of
the authenticity of the signature of any offcer, employee or agent of the
Company or Deutsche Bank on any Book-Entr Note.
The Company wil determine with the Agents the amount of advertsing
that may be appropriate in soliciting offers to purchase the Book-Entr
Notes. Advertising expenses wil be paid by the Company.
Periodically, Deutsche Ban wil send to the Company a statement
setting forth the principal amount of Book-Entr Notes outstading as of
that date and setting forth a brief description of any sales of Book-Entr
Notes of which the Company has advised Deutsche Ban but which
have not yet been settled.
A-14
EXHITB
Idaho Power Company
First Mortgage Bonds,
Secured Medium Term Notes, Series I
TERMS AGREEMENT
(Date)
Idaho Power Company
1221 W. Idaho St.
Boise, Idao 83702-5627
Attention:
Subject in all respects to the terms and conditions of the Sellng Agency
Agreement (the "Agreement") dated June 17,2010, between each ofBanc of America Securities
LLC, BNY Mellon Capital Markets, LLC, J.P. Morgan Securities Inc., KeyBanc Capital Markets
Inc., Merril Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA),
Inc., RBC Capital Markets Corporation, SunTrust Robinson Humphrey, Inc., U.S. Bancorp
Investments, Inc. and Wells Fargo Securities, LLC, and you, each of the undersigned agrees,
severally and not jointly, to purchase the respective principal amount of the ( ) (the "Notes")
of Idaho Power Company set fort opposite its name below having the terms indicated below:
Name Principal Amount of Notes
Total $
Identification of Notes:
(Add additional terms as may be needed to identify Notes.)
Aggregate Principal Amount: $
Issue Date:
Original Interest Accrual Date:
Interest Rate:
Maturity Date:
Interest Payment Dates:
Regular Record Dates:
Discount or Commission:%of Principal Amount
of Principal Amount (plus accruedinterest from , 20 ~Purchase Price (Price to be paid to
Idaho Power Company after
discount or commission):
%
Price to Public:%
Purchase Date (Closing Date) and
Time:
Applicable Time:
Place for Delivery of Notes and
Payment Therefor:
Method of Payment:
Redemption Provisions, if any:
Pricing Disclosure Package:See Annex I and
Annex II
Modification, if any, in the
requirements to deliver the
documents specified in Section 6(b)
of the Agreement:
Period during which additional
Notes may not be sold pursuant to
Section 4(1) of the Agreement:
Syndicate Provisions:
(Set fort any provisions relating to
underwiters' default and step-up of
amounts to be purchased.)
This Agreement shall be governed by and constred in accordance with the laws
of the State of New York.
Capitalized terms used in this Terms Agreement and not otherwise defined herein
shall have the respective meanings ascribed to them in the Agreement.
This Terms Agreement may be executed by anyone or more of the paries hereto
in any number of counterpars, each of which shall be deemed an original, but all such respective
counterpars shall together constitute one and the same instrent.
B-2
Accepted:
Idaho Power Company
By:
Title:
(purchaser 1
By:
B-3
ANX I
Documents included in the Prcing Disclosure Package
1. Prospectus, dated May 25,2010, for $500,000,000 Idao Power Company First Mortgage
Bonds and Debt Securties.
2. Prospectus Supplement, dated June 17,2010 for $500,000,000 Principal Amount of First
Mortgage Bonds, Secured Medium-Term Notes, Series I, ofIdaho Power Company
including all documents incorporated therein as of the Applicable Time.
3. Final Term Sheet in the form attached to this Terms Agreement as Annex II.
4. (List any free writing prospectus, other than the Final Term Sheet, that the Company and
the Purchasrs have expressly agreed upon.)
B-4
ANX II
Final Term Sheet
(Form to be attached)
B-5
EXHBITC
Pursuant to Section 5( e) of the Sellng Agency Agreement, the independent
registered public accounting firm for the Company shall furnish a letter to the Agents to the
effect that:
(i) They are an independent registered public accounting firm with respect to the
Company and its subsidiares within the meaning of the Act and the applicable rules and
regulations thereunder adopted by the Commission and the Public Company Accounting
Oversight Board (United States);
(ii) In their opinion, the consolidated financial statements and consolidated financial
sttement schedules audited by them and included or incorporated by reference in the
Registration Statement or the Prospectus comply as to form in all material respects with the
applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related
rules and regulations adopted by the Commission, and, if applicable, they have performed the
procedures estblished by the Public Company Accounting Oversight Board for a review of
interim financial information on the consolidated interim financial statements for the periods
specified in such letter, as indicated in their reports thereon, copies of which have been furnished
to the Agents;
(ii) On the basis of limited procedures, not constituting an audit in accordance with
generally accepted auditing standards, consisting of a reading of the unaudited financial
statements and other information referred to below, a reading of the latest available interim
financial statements of the Company and its subsidiaries, inspection of the minute books of the
Company and its subsidiaries since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus, inquiries of offcials of the Company and its
subsidiaries responsible for financial and accounting matters and such other inquires and
procedures as may be specified in such letter, nothing has come to their attention that caused
them to believe that:
(A) the unaudited consolidated statements of income, consolidated statements
of comprehensive income, consolidated balance sheets, consolidated statements. of cash
flows and consolidated statements of capitalization included or incorporated by reference
in the Company's Quarerly Reports on Form 10-Q incorporated by reference in the
Prospectus do not comply as to form in all material respects with the applicable
accounting requirements of the Exchange Act as it applies to Form 10-Q and the related
rules and regulations adopted by the Commission;
(B) as of a specified date not more than five days prior to the date of such
letter, there have been any changes in the consolidated capital stock (consisting of
common stock, premium on capital stock, and capital stock expense) or any increase in
the consolidated long-term debt of the Company and its subsidiaries, or any decreases in
consolidated net assets or other items specified by the Agents, in each case as compared
with amounts shown in the latest balance sheet included or incorporated by reference in
the Prospectus, except in each case for changes, increases or decreases which the
Prospectus discloses have occured or may occur, for declarations of dividends, or which
are described in such letter; and
(C) for the period from the date of the latest financial statements included or.
incorporated by reference in the Prospectus to the specified date referred to in Clause (B)
there were any decreases in consolidated revenues or net income or other items specified
by the Agents, or any increases in any items specified by the Agents, in each case as
compared with the comparable period of the preceding year and with any other period of
corresponding length specified by the Agents, except in each case for increases or
decreases which the Prospectus discloses have occurred or may occur, for declarations of
dividends, or which are described in such letter; and
(iv) In addition to the audit referred to in their report(s) included or incorporated by
reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and
other procedures referred to in paragraphs (ii) and (iv) above, they have caried out certin
specified procedures, not constituting an audit in accordance with generally accepted auditing
stadards, with respect to certin amounts, percentages and financial information specified by the
Agents which are derived from the general accounting records of the Company and its
subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference), or
in Par II of, or in exhibits and schedules to, the Registration Statement specified by the Agents
or in documents incorporated by reference in the Prospectus specified by the Agents, and have
compared certin of such amounts, percentages and financial information with the accounting
records of the Company and its subsidiaries and have found them to be in agreement, except as
described in such letter.
All references to the Prospectus in this Exhibit C shall be deemed to refer to the
Prospectus (including the documents incorporated by reference therein) as amended or
supplemented (including the documents incorporated by reference therein) in relation to the
Notes for purposes of the letter delivered at the Closing Date for such Notes.
C-2
EXHBITD-l
(e),201(e)
The Addressees listed on Exhibit A
(as the purchasers (the "Purchasers")
named in the Terms Agreement, dated
(e), between Idao Power Company
and the Purchasers (the "Terms Agreement"))
Re: $500,000,000 Principal Amount of First Mortgage Bonds,
Secured Medium-Term Notes, Series i, ofIdaho Power Company
Ladies and Gentlemen:
With reference to the issuance and sale by Idaho Power Company, an Idaho
corporation (the "Company"), pursuant to the Sellng Agency Agreement, dated June 17,2010
(the "Agency Agreement"), between the Company and each of you, of up to $500,000,000 in
aggregate principal amount of the Company's First Mortgage Bonds, Secured Medium-Term
Notes, Series I (the "Notes"), to be issued under an Indentue of Mortgage and Deed of Trust,
dated as of October 1, 1937, between the Company and Deutsche Bank Trust Company
Americas (formerly known as Baners Trust Company) (the "Corporate Trustee") and RG.
Page, as Trustees (Staley Burg, successor individual trstee) (together, the "Trustees"), as
supplemented by all indentures supplemental thereto, including the Fort-sixth Supplemental
Indenture, dated as of June 1, 2010, between the Company and the Trustees (the Indentue of
Mortgage and Deed of Trust, as so supplemented, being hereinafter called the "Mortgage"), we
advise you that we are New York counsel to the Company and in that capacity have reviewed or
paricipated in the preparation of (1) the Mortgage; (2) the registration statement (File No.
333-166774) fied with the Securities and Exchange Commission (the "Commission") under the
Securties Act of 1933, as amended (the "Securities Act"), which became effective on May 25,
2010 (the "Registation Statement"); (3) the prospectus, dated May 25, 2010 (the "Base
Prospectus"),. as supplemented by a prospectus supplement relating to the Notes, dated June 17,
2010 (the "Prospectus Supplement") (and Pricing Supplement No. (e), dated (e) (the "Prcing
Supplement")), in each case including the documents incorporated by reference therein (the Base
Prospectus, as so supplemented, being hereinafter referred to as the "Prospectus"); (4) the
Agency Agreement(;) (and) (5) the Bond Application, dated June 17,2010 for authentication and
delivery ofthe (Notes) (notes) in an aggregate principal amount not to exceed $500,000,000 (the
"Bond A1212lication")(; (6) the final term sheet, dated (e), fied by the Company with the
Commission pursuant to Rule 433 under the Securities Act (the "Free Writing Prospectus") and
(7) the Terms Agreement). Terms not otherwise defined herein shall have the meanings given to
them in the Agency Agreement (or the Terms Agreement). This opinion is being fuished to
you pursuant to (the Terms Agreement and) Section (5(b)) (6(b)(ii)) of the Agency Agreement.
We have also examined, have relied as to matters of fact upon and have assumed
the accuracy of originals or copies certified or otherwise identified to our satisfaction of such
records, agreements, documents and other instrents and such representations, statements and
certificates or comparable documents of or from public offcials and offcers and representatives
of the Company and of representations of such persons whom we have deemed appropriate, and
have made such other investigations, as we have deemed relevant and necessar as a basis for the
opinions hereinafter set fort. In such examination, and in connection with our review of all
such documents, including the documents referred to in clauses (1) through ((5)) ((7)) of the
preceding paragraph, we have assumed the genuineness of all signatues, the authenticity of all
documents submittd to us as originals, the conformity to original documents of all documents
submitted to us as copies and the authenticity of the originals of such latter documents. We have
also assumed the regularity of all corporate procedures, that the Corporate Trustee has the power
and authority to authenticate the certificate representing the Notes and that the Mortgage has
been duly authorized, executed and delivered by the Trustees.
Based upon and subject to the foregoing, and subject to the furter qualifications
and limitations expressed below, we are of the opinion that:
(l) The Mortgage has been duly authorized, executed and delivered by the
Company, is a legal, valid and binding instent enforceable in accordance with its terms,
subject to banptcy, insolvency, reorganization or other laws of general applicabilty relating
to or affecting mortgagees' and other creditors' rights, and to general principles of equity
(regardless of whether such principles are considered in a proceeding at law or in equity) and has
been qualified under the Trust Indentue Act of 1939, as amended (the "Trust Indentue Act").
(2) The Notes(, when issued and paid for as contemplated in the Agency
Agreement and the Mortgage, wil be) (are) legal, valid and binding obligations of the Company
enforceable in accordance with their terms and entitled to the benefit of the security provided by
the Mortgage, subject to banptcy, insolvency, reorganization or other laws of general
applicabilty relating to or affecting mortgagees' and other creditors' rights and to general
principles of equity (regardless of whether such principles are considered in a proceeding at law
or in equity).
(3)
by the Company.
The Agency Agreement has been duly authorized, executed and delivered
(4)
by the Company.)
(The Terms Agreement has been duly authorizd, executed and delivered
(5) The Registration Statement, as of the date of the (Pospectus) (Pricing)
Supplement, including the documents incorporated by reference therein, and the Prospectus, as
of the date of the (prospectus) (Picing) Supplement, appeared on their face to be appropriately
responsive, in all material respects, to the requirements of the Securities Act and the Trust
Indentue Act and the applicable instrctions, rules and regulations of the Commission
thereunder (except for the financial sttements and other financial or accounting data included
therein or omitted therefrom and for management's report on the Company's internal control
over financial reporting and the auditor's report on the effectiveness of the Company's internal
control over financial reporting included therein and the Statement of Eligibilty of the Trustes
on Forms T-l and T-2 under the Trust Indentue Act, as to which we express no opinion); the
Registration Statement is effective under the Securities Act; and, to our knowledge, no
proceedings for a stop order with respect thereto are pending or threatened under Section 8( d) of
the Securities Act.
(6) (The issuance and sale of the Notes and the compliance by the Company
with all of the provisions of the Notes, the Mortgage, the Agency Agreement and the Terms
Agreement and the consummation of the transactions therein contemplated wil not conflct with
or result in a breach or violation of any statute ofthe State of New York or any order, rule or
regulation of any New York cour or governental agency or body having jurisdiction over the
Company or any of its properties, it being understood that we express no opinion as to the
securities or blue sky laws of the State of New York.)
(7) All regulatory consents and approvals required to be obtained by the
Company from any governental body or bodies in connection with the Company's issuance
and sale of the Notes (to the Purchasers) in the maner set forth in the Agency Agreement (and
the Terms Agreement) have been obtained and are in effect(, except that the order ofthe Idaho
Public Utilties Commission grants authority to sell the Notes only though April 18, 2012); it
being understood that we express no opinion as to any consents or approvals required to be
obtained, or other actions required to be taken, under the state securities or blue sky laws of any
jurisdiction.
(8) The statements set forth in the Base Prospectus under the caption
"Description of First Mortgage Bonds(,)" (and) in the Prospectus Supplement under the caption
"Description of the Notes(,)" (and in the Pricing Supplement under the caption "(. ),") insofar as
they purort to summarize certin provisions ofihe documents referred to therein, fairly
summarize such provisions in all material respects; provided, however, that we express no
opinion as to the statements made under the caption "Description of the First Mortgage Bonds"
in the Base Prospectus stated to be made in reliance upon the opinion of Rex Blackbur, Esq.,
General Counsel of the Company, in his capacity as expert.
(In connection with our opinions set fort in paragraphs (2) and ((7)) above, we
have assumed that at the time of the issuance, sale and delivery of each paricular Note that Note
wil conform to the form of Note examined by us. In connection with our opinion set forth in
paragraph (2) above, we have assumed that at the time of the issuance, sale and delivery of each
parcular Note there wil not have occurred any change in law affecting the validity, legally
binding character or enforceabilty of such Note and that the issuance, sale and delivery of such
Note, all of the terms of such Note and the performance by the Company of its obligations
thereunder wil comply with each requirement or restriction imposed by any cour or
governental body having jurisdiction over the Company and wil not result in a default under
or a breach of the Mortgage or any agreement or instrent then binding upon the Company.) In
connection with our opinion set forth in paragraph ((5)) above, we have assumed the correctness
and completeness of the representations and statements made to us or included in the
Registration Statement and the Prospectus by the Company and take no responsibilty therefor.
The foregoing opinions are limited to the federal laws of the United States and the
laws of the States of New York and Idaho, and we express no opinion as to the laws of any other
jurisdiction. We have relied upon an opinion of even date herewith addressed to you by Rex
Blackbur, Esq., General Counsel for the Company, as to all matters ofIdao law, and our
opinion is subject to the sae assumptions, qualifications and limitations with respect to such
matters as are contained in such opinion of Rex Blackbur, Esq. We are not passing upon
matters relating to the incorporation of the Company, title to propert, liens, licenses, franchises,
water rights or conformity to the laws of the States ofIdaho, Montaa, Nevada, Oregon or
Wyoming, or upon questions of the recording of, or the validity or priority of the lien of, the
Mortgage.
This letter is furnished by us in connection with the transactions contemplated by
the (Agency) (Terms) Agreement, is solely for the benefit ofthe (Agents) (Prchasers) and may
not be delivered to or relied upon in any maner by any other person or entity, including, without
limitation, any person to whom any of the (Agents) (purchasers) offers or sells any Notes, or for
any other purose, without our express written consent. Notwithstanding the foregoing sentence,
this letter may be relied upon by Rex Blackburn as to matters of New York law to the same
extent as if it were addressed to him.
V erytrly yours,
Dewey & LeBoeuf LLP
EXHBITD-2
(e), 20( e)
The Addressees listed on Exhibit A.
(as the purchasers (the "Purchasers")
named in the Terms Agreement, dated
( e), between Idaho Power Company
and the Puchasers (the "Terms Agreement"))
Re: $500,000,000 Principal Amount of First Mortgage Bonds,
Secured Medium-Term Notes. Series i. of Idaho Power Company
Ladies and Gentlemen:
With reference to the issuance and sale by Idaho Power Company, an Idaho
corporation (the "Company"), pursuant to the Sellng Agency Agreement, dated June 17, 2010
(the "Agency Agreement"), between the Company and each of you, of up to $500,000,000 in
aggregate principal amount of the Company's First Mortgage Bonds, Secured Medium-Term
Notes, Series I (the "Notes"), to be issued under an Indentue of Mortgage and Deed of Trust,
dated as of October 1, 1937, between the Company and Deutsche Bank Trust Company
Americas (formerly known as Baners Trust Company) and RG. Page, as Trustees (Staley
Burg, successor individual trstee) (the "Trustes"), as supplemented by all indentues
supplemental thereto, including the Fort-sixth Supplemental Indentue, dated as of June 1,
2010, between the Company and the Trustees, we advise you that we are New York counsel to
the Company and in that capacity have reviewed ,or paricipated in the preparation of (1) the
registration statement (File No. 333-166774) fied with the Securities and Exchange Commission
(the "Commission") under the Securties Act of 1933, as amended (the "Securities Act"), which
became effective on May 25,2010 (the "Registration Statement"); (2) the prospectus, dated May
25,2010 (the "Base Prospectus"), as supplemented by a prospectus supplement relating to the
Notes, dated June 17,2010 (the "Prospectus Supplement") (and Pricing Supplement No. (e),
dated (e) (the "Pricing Supplement")), in each case including the documents incorporated by
reference therein (the Base Prospectus, as so supplemented, being hereinafter referred to as the
"Prospectus")(;) (and) (3) the Agency Agreement(; (4) the final term sheet, dated (e), fied by
the Company with the Commission pursuant to Rule 433 under the Securities Act (the "Free
Writing Prospectus") and (5) the Terms Agreement). Terms not otherwise defined herein shall
have the meanings given to them in the Agency Agreement (or the Terms Agreement). This
letter is being fuished to you pursuant to (the Terms Agreement and) Section (5(b)) (6(b)(ii))
of the Agency Agreement.
In the course of the preparation by the Company of the Registration Statement
and the Prospectus, we had conferences with certin of its offcers and representatives, with other
counsel for the Company and with Deloitte & Touche LLP, the independent registered public
accounting firm who examined certin of the financial statements included or incorporated by
reference in the Registration Statement and the Prospectus. The purose of our professional
engagement was not to establish or confir factual matters set fort in the Registation
Statement or the Prospectus, and we have not underten any obligation to verify independently
any of the factual matters set forth therein. Moreover, many ofthe determinatioris required to be
made in the preparation thereof involve matters of a non-legal natue. Based upon the
procedures set fort above, nothing has come to our attention that has caused us to believe that
(i) the Registation Statement, as of its most recent effective date, including the documents
incorporated therein by reference, contained any untre statement of a material fact or omitted to
state a material fact required to be stated therein or necessar to make the sttements therein not
misleading or (ii) as of (the date of the Prospectus Supplement, the Prospectus,) ((e) Eastern
(Daylight) Time on (e) (which you have informed us is at or prior to the time of the first sale of
the Notes), the Base Prospectus, the Prospectus Supplement and the Free Writing Prospectus,
taen as a whole, including the documents incorporated by reference therein as of such date (the
"Pricing Disclosure Package"),) contained any untre statement of a material fact or omitted to
state a material fact necessar in order to make the statements therein, in the light of the
circumstaces under which they were made, not misleading. In addition, nothing has come to
our attention that has caused us to believe that the Prospectus, as amended or supplemented as of
the date and time of delivery of this letter, including the documents incorporated by reference
therein as of the date hereof, contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein, in the light of the circumstces
under which they were made, not misleading. We do not assume any responsibilty for the
accuracy, completeness or fairness of the statements' contained or incorporated by reference in
the Registration Statement(,) (or) the Prospectus (or the Pricing Disclosure Package) (except to
the limited extent referred to in paragraph ((8)) of our opinion to you dated the date hereof). We
express no view as to the financial statements or other financial or accounting data included in
the Registation Statement(,) ( or) the Prospectus (or the Pricing Disclosure Package), as to
management's report on the Company's internal control over financial reporting or the auditor's
report on the effectiveness ofthe Company's internal control over financial reporting included
therein, as to the statements made under the caption "Description of the First Mortgage Bonds"
in the Base Prospectus stated to be made in reliance upon the opinion of Rex Blackbur, Esq.,
General Counsel of the Company, in his capacity as expert, or as to the Statement of Eligibilty
of the Trustees on Forms T-l and T-2 under the Trust Indenture Act of 1939, as amended.
This letter is furnished by us in connection with the transactions contemplated by
the (Agency) (Terms) Agreement, is solely for the benefit of the (Agents) (Pchasers) and may
not be delivered to or relied upon in any maner by any other person or entity, including, without
limitation, any person to whom any of the (Agents ) (Purchasers) offers or sells any Notes, or for
any other purpose, without our express written consent.
Very trly yours,
Dewey & LeBoeuf LLP
D-2-2
EXHBITE
(e),201(e)
The Addressees listed on Exhibit A
(as the purchasers (the "Puchasers")
named in the Terms Agreement, dated
(e), beteen Idaho Power Company
and the Purchasers (the "Terms Agreement"))
Re: $500,000,000 Principal Amount of First Mortgage Bonds,
Secured Medium-Term Notes, Series I, ofIdaho Power Company
Ladies and Gentlemen:
In connection with the issuance and sale, pursuant to the Selling Agency
Agreement, dated June 17,2010 (the "Agency Agreement"), between Idaho Power Company, an
Idaho corporation (the "Company"), and each of you, of up to $500,000,000 in aggregate
principal amount of the Company's First Mortgage Bonds, Secured Medium-Term Notes, Series
I (the "Notes"), to be issued under an Indenture of Mortgage and Deed of Trust, dated as of
October 1, 1937, between the Company and Deutsche Bank Trust Company Americas (formerly
known as Baners Trust Company) (the "Corporate Trustee") and RG. Page, as Trustees
(Stanley Burg, successor individual trstee) (together, the "Trustees"), as supplemented by all
indentues supplemental thereto, including the Fort-sixth Supplemental Indenture, dated as of
June 1,2010, between the Company and the Trustees (the Indentue of Mortgage and Deed of
Trust, as so supplemented, being hereinafter called the "Mortgage"), I am, pursuant to (the
Terms Agreement and) Section (5(b)) (6(b)(ii)) of the Agency Agreement, fuishing this
opinion to you as the Company's General CounseL. I am familar with its legal status and that of
its propert, and I am also familar with (1) the Mortgage; (2) the registration statement (File No.
333-166774) fied with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), which became effective on May 25,
2010 (the "Registration Statement); (3) the prospectus, dated May 25,2010 (the "Base
Prospectus"), as supplemented by a prospectus supplement relating to the Notes, dated June 17,
2010 (the "Prospectus Supplement") (and Pricing Supplement No. (e), dated (e) (the "Pricing
Supplement")), in each case including the documents incorporate by reference therein (the Base
Prospectus, as so supplemented, being hereinafter referred to as the ''Prospectus''); (4) the
Agency Agreement(;) (and) (5) the Bond Application, dated June 17, 2010, for authentication
and delivery of the (Notes) (notes) in an aggregate principal amount not to exceed $500,000,000
(the "Bond Application")(; (6) the final term sheet, dated (e), fied by the Company with the
Commission pursuant to Rule 433 under the Securties Act (the "Free Writing Prospectus") and
(7) the Terms Agreement). Terms not otherwise defined herein shall have the meanings given to
them in the Agency Agreement (or the Terms Agreement).
I have made such examination of matters of law as in my opinion is necessa or
desirable for the purose of this opinion. I have also exained originals or copies, certified or
otherwise identified to my satisfaction, of such records, agreements, documents and other
instrments as I have deemed relevant and necessar as a basis for the opinions hereinafter set
forth. In such examination, and in the review of all such documents, including the documents
referred to in clauses (1) though ((5))((7)) of the preceding pargraph, I have assumed the
genuineness of all signatues, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as copies and the
authenticity of the originals of such latter documents. I have also assumed that the Corporate
Trustee has the power and authority to authenticate the certificate representing the Notes and that
the Mortgage has been duly authorized, executed and delivered by the Trustees.
Based upon and subject to the foregoing, and subject to the fuer qualifications
and limitations expressed below, I am of the opinion that:
(1) The Company has been duly incorporated, is validly existing as a corporation
and is in good stading under the laws of the State of Idaho, with the requisite corporate power
to own its properties and conduct its business in all material respects as described in the
Prospectus.
(2) To the best of my knowledge, other than as set fort in the Prospectus, there
are no legal or governental proceedings pending to which the Company or any of its
subsidiaries is a par or of which any propert of the Company or any of its subsidiares is the
subject which if decided adversely to the Company would individually or in the aggregate be
reasonably likely to have a material adverse effect on the consolidated financial position or
results of operations of the Company and its subsidiares considered as a whole; and, to the best
of my knowledge, no such proceedings are threatened or contemplated by governental
authorities or theatened by others.
(3) The Agency Agreement has been duly authorized, executed and delivered by
the Company.
(4) (The Terms Agreement has been duly authorized, executed and delivered by
the Company.)
(5) The Notes(, when issued and paid for as contemplated in the Agency
Agreement and the Mortgage, wil be) (have been duly authorized, executed, authenticated,
issued and delivered and are) legal, valid and binding obligations of the Company, enforceable in
accordance with their terms and entitled to the benefit of the security provided by the Mortgage,
subject to banptcy, insolvency, reorganization or other laws of general applicabilty relating
to or affecting mortgagees' and other creditors' rights and to general principles of equity
(regardless of whether such principles are considered in a proceeding at law or in equity).
(6) The Mortgage has been duly authorized, executed and delivered by the
Company and constitutes a valid lien to the extent that it purorts to be one upon the propert
described therein as being subject to the lien thereof (except any which has been duly released
from the lien thereof) and is a legal, valid and binding instent, enforceable in accordace
with its terms, subject to banptcy, insolvency, reorganization or other laws of general
applicabilty relating to or affecting mortgagees' and other creditors' rights and to general
principles of equity (regardless of whether such principles are considered in a proceeding at law
or in equity); said Mortgage has been duly recorded and fied in such maner and in such places
as are required by law in order to establish, preserve and protect the lien of said Mortgage.
(7) The issuance and sale of the Notes (in an aggregate principal amount not to
exceed the amount set forth in the Bond Application) and the compliance by the Company with
all of the provisions of the Notes, the Mortgage(,) (and) the Agency Agreement (and the Terms
Agreement) and the consummation of the transactions therein contemplated wil not conflict with
or result in a breach or violation of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trst, loan agreement or other agreement or instrent
to which the Company is a par or by which the Company is bound or to which any of the
propert or assets of the Company is subject, nor wil such actions result in any violation of the
provisions of the Restated Aricles of Incorporation, as amended, or Bylaws, as amended, of the
Company or any statute or any order, rule or regulation of any cour or governental agency or
body having jurisdiction over the Company or any of its properties.
(8) The description of the Company's propert in the Mortgage is adequate to
constitute the Mortgage a lien thereon. The Company has good and marketable fee title to all
real propert upon which the Mortgage purports to create a lien, except water rights, leases,
licenses, franchises, easements and other interests in real propert of a similar nature, as to which
it has good and valid title, in each case free and clear of all liens, charges and encumbrances
other than excepted encumbrances as defined in the Mortgage and the lien of the Mortgage,
subject to minor defects and clouds common to proper of the size and character of that of the
Company. Such minor defects and clouds are in my opinion not importt and do not materially
interfere with the operations of the Company or materially detract from the value of its propert.
(9) The Company has such valid franchises, permits, licenses, easements and
consents, free from burdensome restrictions, as are required by law for the operation of the
Company's system and as are required for the adequate conduct of its business in the territory
which it serves.
(10) The Registration Statement, as of the date of the (Pospectus) (Pricing)
Supplement, including the documents incorporated therein by reference, and the Prospectus, as
of the date of the (prospectus) (Pcing) Supplement, appeared on their face to be appropriately
responsive, in all material respects, to the requirements of the Securities Act and the applicable
instrctions, rules and regulations of the Commission thereunder (except for the financial
statements and other financial or accounting data included therein or omitted therefrom and for
management's report on the Company's internal control over financial reportng and the
auditor's report on the effectiveness of the Company's internal control over financial reporting
included therein and the Statement of Eligibilty of the Trustees on Forms T-1 and T-2 under the
Trust Indentue Act of 1939, as amended (the "Trust Indentue Act"), as to which I express no
opinion); the Registration Statement is effective under the Securities Act; and, to my knowledge,
no proceedings for a stop order with respect thereto are pending or threatened under Section 8( d)
of the Securities Act.
(11) Each document fied pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and incorprated by reference in the Prospectus(, as amended or
supplemented as of the date of the Pricing Supplement) (except for the financial statements and
other financial or accounting data included therein or omitted therefrom and for management's
report on the Company's internal control over fiancial reporting and the auditor's report on the
effectiveness of the Company's internal control over financial reporting included therein, as to
which I express no opinion), appeared on its face to be appropriately responsive as of its filing
date, in all material respects, to the applicable requirements ofthe Exchange Act and the
applicable instrctions, rules and regulations of the Commission thereunder.
(12) All regulatory consents and approvals required to be obtaed by the
Company from any governmental body or bodies in connection with the Company's issuance
and sale of the Notes (to the Purchasers) in the manner set fort in the Agency Agreement (and
the Terms Agreement) have been obtained and are in effect(, except that the order of the Idaho
Public Utilties Commission grants authority to sell the Notes only through April 18, 2012); it
being understood that I express no opinion as to any consents or approvals required to be
obtained, or other actions required to be taen, under the state securities or blue sky laws of any
jurisdiction.
(13) The statements set forth in the Base Prospectus under the caption
"Description of First Mortgage Bonds(,)" (and) in the Prospectus Supplement under the caption
"Description of the Notes(,)" (and in the Pricing Supplement under the caption "(. ),") insofar as
they purort to summarize certin provisions of the documents referred to therein, fairly
summarize such provisions in all material respects.
(In connection with my opinions set fort in paragraphs ((5)) and ((12)) above, I
have assumed that at the time of the issuance, sale and delivery of each paricular Note that Note
wil conform to the form of Note examined by me. In connection with my opinion set fort in
paragraph ((5)) above, I have assumed that at the time of the issuance, sale and delivery of each
paricular Note there wil not have occurred any change in law affecting the validity, legally
binding character or enforceabilty of such Note and that the issuance, sale and delivery of such
Note, all of the terms of such Note and the performance by the Company of its obligations
thereunder wil comply with each requirement or restriction imposed on the Company after the
date hereofby any cour or governental body having jurisdiction over the Company and wil
not result in a default under or a breach of any agreement or instrent that becomes binding
upon the Company after the date hereof.)
In the course of the preparation by the Company of the Registation Statement
and the Prospectus, I have had conferences with certain of its offcers and representatives and
with Deloitte & Touche LLP, the independent registered public accounting firm who examined
certin of the financial statements included or incorporated by reference in the Registration
Statement and the Prospectus. Based upon the procedures set fort above, nothing has come to
my attention that has caused me to believe that (i) the Registration Statement, as of its most
recent effective date, including the documents incorporated therein by reference, contaed any
untre sttement of a material fact or omitted to state a material fact required to be stted therein
or necessar to make the statements therein not misleading or (ii) as of (the date of the
Prospectus Supplement, the Prospectus,) (( -) Eastern (Daylight) Time on (-) (which you have
informed me is at or prior to the time of the first sale of the Notes), the Base Prospectus, the
Prospectus Supplement and the Free Writing Prospectus, taken as a whole, including the
documents incorporated by reference therein as of such date (the "Pricing Disclosure Package"),)
contained any untre statement of a material fact or omitted to state a material fact necessar in
order to make the statements therein, in the light of the circumstaces under which they were
made, not misleading. In addition, nothing has come to my attention that has caused me to
believe that the Prospectus, as amended or supplemented as of the date and time of the delivery
of this letter, including the documents incorporated by reference therein as of the date hereof,
contains any untre sttement of a material fact or omits to state a material fact necessar in
order to make the statements therein, in the light of the circumstaces under which they were
made, not misleading. I do not assume any responsibilty for the accuracy, completeness or
fairness of the statements contained or incorporated by reference in the Registration Statement(,)
(or) the Prospectus (or the Pricing Disclosure Package ) (except to the limited extent referred to in
paragraph ((13)) above). I express no view as to the financial sttements or other financial or
accounting data included in the Registration Statement(,) (or) the Prospectus (or the Pricing
Disclosure Package), or as to management's report on the Company's internal control over
financial reporting or the auditor's report on the effectiveness of the Company's internal control
over financial reporting included therein or as to the Statement of Eligibilty of the Trustees on
Forms T-1 and T-2 under the Trust Indenture Act.
My opinions expressed in the numbered paragraphs above are limited to the laws
of the State ofIdaho and the federal laws of the United States and, with respect to paragraphs (5,
6, 7, 8, 9 and 12), to the laws of the States of Montaa, Nevada, Oregon and Wyoming as well.
My views expressed in the immediately preceding paragraph relate only to the federal securities
laws of the United States. As to all matters of New York law, I have relied upon an opinion of
even date herewith addressed to you by Dewey & LeBoeufLLP, counsel for the Company.
This letter is furnished by me in connection with the transactions contemplated by
the (Agency) (Terms) Agreement, is solely for the benefit of the (Agents) (Pchasers) and may
not be delivered to or relied upon in any manner by any other person or entity, including, without
limitation, any person to whom any of the (Agents) (Pchasers) offers or sells any Notes, or for
any other purose, without my express written consent.
Notwithstanding the foregoing paragraph, this letter may be relied upon by
Dewey & LeBoeuf LLP and Sullvan & Cromwell LLP in connection with opinions rendered by
them on the date hereof pursuant to the Agency Agreement (except as to mattrs dealt with in the
numbered paragraphs relating to the federal laws of the United States) to the same extent as if it
were addressed to them.
Very trly yours,
Rex Blackbur