20110718Attachment II Certified Board Resolutions.pdf

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An IDACORP Company
IDAHO POWER COMPANY
P.O. BOX 70
BOISE, IDAHO 83707
RECEln
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PATRICK A. HARNGTON
Corporate Secretary
July 14, 2011
Ms. Jean D. Jewell
Secretary
Idaho Public Utilities Commission
Statehouse
Boise, Idaho 83720
Re: In the Matter of the Application of Idaho Power Company for an Order
Authorizing up to $450,000,000 Aggregate Principal Amount at any One
Time Outstanding of Short-Term Borrowings
Case No. IPC-E-11-12
Dear Ms. Jewell:
Enclosed herewith are an original and four (4) copies of Idaho Power Company's
cerified board resolutions which are being fied with the Commission as Attachment II to
Idaho Power's application in the above referenced case.
Please feel free to contact me at 388-2878 or at pharngton(qidahopower.com if
you have any questions regarding this filing.
Sincerely,
fØ1l 91(lr
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Telephone [phone], Fax [phone]
pharrington&Jdahopower.eom
RECEIVED
STATE OF IDAHO
COUNTY OF ADA
CITY OF BOISE
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201lJUL 15 PM 4:49
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I, Patrick A. Harngton, the undersigned, Corporate Secretar of Idaho Power Company,
do hereby certify that the following constitutes a full, tre and correct copy of resolutions
adopted by unanimous written consent by the Board of Directors of the Company on July 8,
2011, relating to authority to make up to $450 milion aggregate principal amount at anyone
time outstanding of short-term borrowings, and that said resolutions have not been amended or
rescinded and are in full force and effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of July, 2011.
(CORPOR...TE SEAL)øt?f~on
Corporate Secretary.
Pursuant to Idaho Code Section 30-1-803 authorizing the directors to waive notice and
take action without a meeting, the undersigned, being all of the directors of Idaho Power
Company, hereby waive notice of a meeting and adopt the following resolutions in place of
holding a meeting of directors.
RESOLVED, That for the purpose of providing in par for the financial
requirements of this Company during the calendar years 2011 through 2018,
unsecured short-term borrowings by the Company are hereby authorized in an
aggregate principal amount not to exceed $450,000,000 at anyone time
outstanding, including authorization to renew notes or other evidence of
indebtedness with a final matuty no later than December 31, 2018, such
borrowings (including renewals thereof), subject to the authority of, or in
compliance with procedures of, all governental agencies having jursdiction in
respect thereof, to be made (1) at such time or times, in such amount or amounts
(within the above specified aggregate maximum), for such perod or periods, at
such rate or rates of interest, upon such other ters and conditions, and to be
evidenced by notes or such other evidence of indebtedness in such form or forms
as shall be determined by, and (2) under such agreement or agreements or
pursuant to such arrangements as shall have been approved by, the Chief
Executive Officer, the Chief Financial Officer, the Treasurer or any Assistant
Treasurer of the Company (the "Authorized Offcers"), as necessar or
appropriate, in view of the Company's financial requirements; and that the
Authorized Offcers be and each of them hereby is authorized to execute and
deliver in the name and on behalf of the Company, all such agreements and
¡00063504.DOC; ii
arangement documents, or instruents, and to do or cause to be done all such
other things, as may be required or expedient for the purpose of such borrowing,
including the determination of a ban or banks to act as issuing and paying agent
for any promissory notes or other evidence of indebtedness of the Company; and
that the Authorized Officers be and each of them hereby is authorized and
empowered from time to time, to make, execute and deliver in the name and on
behalf of the Company, promissory notes or other evidence of indebtedness, not
to exceed an aggregate principal amount of $450,000,000 at anyone time
outstanding as herein authorized; and be it
FURTHER RESOLVED, That the Authorized Officers be, and they
hereby are, authorized and directed to file applications with the Idaho Public
Utilities Commission, the Oregon Public Utility Commission and the Public
Service Commission of Wyoming, and such other commissions or regulatory
agencies identified by such officers, for any necessar or appropriate
authorization in connection with the short-term borrowings in an aggregate
principal amount not to exceed $450,000,000 as determined by the Authorized
Officers to be in the best interest of the Company, and to execute on behalf of the
Company and in its name and to cause to be filed with said Commissions such
amendments, supplements and reports, if any, as they deem necessar or proper in
connection with such applications and with any orders issued by the
Commissions; and be it
FURTHER RESOLVED, That all acts heretofore done and all documents
heretofore executed, fied or delivered by the offcers of the Company in
connection with the proposed short-term borrowings are hereby approved, ratified
and confirmed; and be it.
FURTHER RESOLVED, That the Authorized Officers are hereby
severally authorized, empowered and directed to execute and deliver, for and on
behalf of the Company, a Credit Agreement in an aggregate principal amount not
to exceed $450,000,000 with agents and lenders selected by the Authorized
Offcers (the "Credit Agreement"), together with any other related documents that
any such offcer deems necessary or appropriate to consummate the transactions
contemplated by the Credit Agreement; and be it
FURTHER RESOLVED, That effective upon receipt of all necessar
regulatory approvals, authorizations or consents and the entr into such
agreements as the Authorized Offcers deem necessary or appropriate, Idaho
Power Company may issue and sell its promissory notes (commercial paper or
similar notes), from time to time (either in physical or electronic book-entry form
or otherise) to such lenders, brokers, dealers or placement agents in commercial
paper as the Authorized Offcers may determine, in principal amounts not to
exceed an aggregate of $450,000,000 at any time outstanding, each such note to
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be signed by one Authorized Officer as hereinafter provided, at such prices and
containing such dates, rates, maturities or other ters as the Authorized Officer
executing said notes shall deem appropriate; provided, that no commercial paper
shall be for a term of more than 270 days; and be it
FURTHER RESOLVED, That the signature or signatures on said
promissory notes may be either the manual or facsimile signatue of an
Authorized Officer or any other offcer of the Company designated in writing by
any Authorized Officer; and be it
FURTHER RESOLVED, That the Authorized Offcers be and each
hereby is authorized to execute and deliver on behalf of the Company an
agreement, or an amendment to an existing agreement, with Wells Fargo Ban,
Minneapolis, MN, or other financial institution, providing for the safekeeping,
completion, countersignatue, issuance and payment of the promissory notes of
the Company; and be it
FURTHER RESOLVED, That the officers of the Company are hereby
authorized and directed to do or cause to be done any and all other acts and things
in their judgment that may be necessar or proper or as counsel may advise in
order to car out the purpose of the foregoing resolutions.
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