20130628First Extension Agreement.pdf

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PATRICK A. HARRINGTON
Ms. Jean D. Jewell
Secretary
Idatro Public Utilities Commission
Statehouse
Boise,Idaho 83720
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Jvllle27,2013
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-I l-12
Dear Ms. Jewell:
Enclosed for filing with the Idatro Public Utilities Commission in the above
referenced case are four (a) copies of the First Extension Agreonent dated October 12,
2012 ("Extension Agreernent"), which provides for a one-year extension of the term of
Idatro Power's Credit Agreement dated October 26, 2011, previously filed with the
Commission in this case. The Extension Agreement extends the expiration date of the
Credit Agreonent from October 26,2016 to October 26,2017, which provides a benefit
to Idaho Power of the additional borrowing period. Idatro Power intended to file copies
of the Extension Agreernent with the Commission when executed, but a review of our
files has indicated that the filing was not previously made.
Please feel free to contact me at [e-mail] or 388-2878 if
you have any questions regarding this filing.
c: Terri Cadock
Sincerelv.
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IDAHO POWER COMPANY
P.O. BoX 70
BotsE, tDAHo 83707
An IDACORP Company
Corporate Secretary
Telephone [phone], Fax [phone]
p h anin gto n@id ah opow er. c o m
FIRST EXTENSION AGREEMENT
TI{IS FIRST EXTENSION AGRIEMENT, dated as of the October 12,2012 (this
"Asreemenf), is made among Idaho Power Company, an tdatro corporation (the "Borrowg!"),
the Lenders and Wells Fargo Banlq National Association, as administrative agent for the Lenders
(the "Administrative A gent").
RECITALS
A. The Borrower, the Lenders and the Administrative Agent are parties to that
certain Second Amended and Restated Credit Agreement dated as of October 26,2011(as
amended, restated, supplemented or otherwise modified from time to time, the "C!gdi!
Asreement"). Capitalized terms used herein without definition shall have the meanings given to
them in the Credit Agreement as they may be modified pursuant to this Agreement.
B. The Borrower has requested a one-year extension of the Facility Termination
Date pursuant to Section 2.21(a) of the Credit Agreernent and the Lenders signatory hereto have
approved such request pursuant to Section 2.21 of the Credit Agreement.
STATEMENT OF AGREEMENT
NOW, TIIEREFORE, in consideration ofthe foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agtee as follows:
ARTICLE I
EXTENSION
Pursuant to Section 2.21(a) ofthe Credit Agreement, the Borrower provided an Extension
Notice to the Administrative Agent on September l9,20l2that" if agreed to by Lenders holding
more than fifty percent (50%) of the Aggregate Commitrnents, would extend the Facility
Termination Date for a period of one year from October 26,2016 to October 26,2017. As of the
date hereof, Lenders (the "epgsenting Lenders") holding more than fifty percent (50yr) ofthe
aggregate amount of the Aggregate Commitrnents have agreed to the extension and, subject to
the satisfaction of the conditions in Section 2.21(c) ofthe Credit Agreement, the Facility
Termination Date as to the Consenting Lenders shall be extended to October 26,2017. Subject
to the right of Borrower pursuant to Section 2.21b) of the Credit Agreement to replace the
Commitment of any Non-Consenting Lenders for the remaining duration of the Credit
Agreement the Facility Termination Date as to the Non-Consenting Lenders remains unchanged.
ARTICLE II
CONDITIONS OF EFFECTIVENIESS
2.1 The extension of the Facility Termination Date pursuant to Article I shall become
effective as of the date (the "Extension Date") when, and only when, each of the following
conditions precedent shall have been satisfied:
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(a) The Administrative Agent (or its counsel) shall have received from the
Borrower and Lenders holding more than fifty percent (50%) of the aggregate amount of
the Aggregate Commitments either (i) a counterpart ofthis Agreement signed on behalf
of such party or (ii) written evidence satisfactory to the Administrative Agent (which may
include facsimile or other electronic image scan transmission of a signed signature page
of this Agreunent) that such party has signed a counterpart of this Agreement.
(b) The Borrower shall have paid:
(D to the Administrative Agent, for the account of each Lendcr
agreeing to the extension, an extension fee in the amount of 0.075% of such
Lender's Commitment as of the Extension Date, which extension fee once paid
will be fully earned and nonrefundable; and
(ii) all other fees and reasonable expenses ofthe Administrative Agent
and the Lenders required under the Credit Agreement and any other Loan
Document to be paid on or prior to the Extension Date (including reasonable fees
and expenses of counsel) in connection with this Agreement.
(c) The Administrative Agent shall have received a certificate (the statements
contained in which shall be true) of a duly authorized officer of the Borrower stating that
both before and after giving effect to such extension of the Facility Termination Date (i)
no Default has occurred and is continuing and (ii) all representations and warranties
contained in Article 5 of the Credit Agreement are true and correct in all material respects
on and as of the Extension Date, except for such representations or warranties which by
their terms are made as of a specified date, which shall be true and correct as of such
specified date.
ACKN,*LEDGMEN' *ffiHtroN oF rrrE BoRRowER
The Borrower hereby confirms and agrees that after giving effect to this Agreement the
Credit Agreement and the other Loan Documents remain in full force and effect and enforceable
against it in accordance with their respective terms and shall not be discharged, diminished,
limited or otherwise affected in any respect, except as set forth in this Agreement. The Borrower
represents and warrants to the Lenders that it has no knowledge of any claims, counterclaims,
offsets, or defenses to or with respect to its obligations under the Loan Documents, or if the
Borrower has any such claims, counterclaims, offsets, or defenses to the Loan Documents or any
tansaction related to the Loan Documents, the same are hereby waived, relinquished, and
released in consideration ofthe execution ofthis Agreement. This acknowledgment and
confirmation by the Borrower is made and delivered to induce the Administrative Agent and the
Lenders to enter into this Agreement. The Borrower acknowledges that the Administrative
Agent and the Lenders would not enter into this Agreement in the absence of the
acknowledgment and confirmation contained herein.
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ARTICLE TV
GEIYERAL PROVISIONS
4.1 Full Force and Effect. Except as expressly modified hereby, the Credit
Agreement shall continue in full force and effect in accordance with the provisions thereof on the
date hereof. As used in the Credit Agreement, "hereinafter," "hereto," "hereof,," and words of
similar import shall, unless the context otherwise requires, mean the Credit Agreement after
giving effect to this Agreement. Any reference to the Credit Agreement or any of the other Loan
Documents herein or in any such documents shall rcfcr to thc Crcdit Agreement and Loan
Documents as modified hereby. This Agreement is limitcd as specified and shall not constitute
or be deemed to constitute an amendment, modification or waiver of any provision of the Credit
Agreement except as expressly set forth herein. This Agreement shall constitute a Loan
Document under the terms ofthe Credit Agreement.
4.2 Severabiliw of Provisions. Any provision in this Agreement that is held to be
inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the remaining provisions in that
jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction.
4.3 Countemarts. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterprt. This Agreement shall be effective
when it has been executed by the Bonower, the Administrative Agent and the Consenting
Lenders and each party has notified the Administrative Agent by facsimile transmission or
telephone that it has taken such action; provided that this Agreement shall not be deemed to be
effective prior to the first date set forth above. Delivery of an executed counterpart of a signature
page ofthis Agreement by facsimile or other electronic transmission will be effective as delivery
of a manually executed counterpart thereof.
4.4 Successors and Assiexs. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the Borrower and the Lenders and their respective
successors and assigns.
4.5 Governins Law. This Agreement shall be govemed by and construed and
enforced in accordance with the laws of the State of New York.
4.6 Expenses. The Borrower agrees on demand (i) to pay all reasonable fees and
expenses of counsel to the Administrative Agent, and (ii) to reimburse the Administrative Agent
for all reasonable out-of-pocket costs and expenses, in each case, in connection with the
preparation, negotiation, execution and delivery of this Agreement and the other Loan
Documents delivered in connection herewith.
4.7 Construction. The headings ofthe various sections and subsections ofthis
Agreement have been inserted for convenience only and shall not in any way affect the meaning
or construction of any of the provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first above written.
IDAHO POWER COMPANY, as BorrowerRL
Title: Senior Vice President-Finance and Treasurer
Idaho Power Company - First Extension Agreement
WELLS FARGO BAI{trL NATIONAL
ASSOCIATION, as a Leuder, the Issuing Le,nder,
the Suingline Lcuder andAdministrative Agent
Idaha Power Compary - Firct Extatsion Agrea zent
JPMORGAN CHASE BAIII! N.A., as Syndication
Agent and as a Lender
Idulo Paver Compury - First Extension Agreement
KEYBANK NATIONAL AS SOCIATION
Namc: Keven D Smittt
Titk: SeniorVice Presdent
By:
Idalp Power Coapany - Fint Ertension Agreement
Uuion Banlq N.A.
By:
Name:
Title:
Idaln Pmter Compary - First F.xtension Agreement
BA}.IK OF AMERICA, N.A.
-B_y: %ru-Ay
Name: StephenMalon€v -
Title: Senior Vice Presideot
Idola Pmter Company - Firct Extension'Agreement
US BANK NATIONAL ASSOCIATION, as a
lender
Idaho Power Company - Fir$ Ertension Agreement
ROYALBAI.IKOF CAI{ADA
By: l( ra 9. Llrl}^a-
Name: ryP E. Hoffihan
Tide: Anthorized Signatory
Idalp Pon'q Company - First Extension Agreement
THE BANK OF NEW YORK MELLON
By: fuw+fi*rKo'W
Narne:
Title: Vice President
[claln Power Contpany* - Filrst Extewkm Agreement