20131016Second Extension Agreement.pdf

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PATRICKA. HARRINGTON. Corporrte Secretary
October 15,2013Ms. 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-I1-12
Dear Ms. Jewell:
Enclosed for filing with the Idaho Public Utilities Commission in the above
referenced case are four (4) copies of the Second Extension Agreernent dated October 8,
2013, which provides for a one-year extension of the current term of Idaho Power's
Credit Agreernent dated October 26,2011, previously filed with the Commission in this
case. The Second Extension Agreernent extends the expiration date of the Credit
Agreernent from October 26, 2017 to October 26, 2018, which provides a benefit to
Idaho Power of the additional borrowing period.
Please feel free to contact me at [e-mail] or 388-2878 if
you have any questions regarding this filing.
Sincerely,
c: Terri Carlock ffiil,fr4-/atqktu'
{00 1 243 08.DOC; I }Telephone [phone], Fax [phone]
p h arr in gto n@,id a h o p ow e r. c o m
SECOND EXTENSION AGREEMENT
THIS SECOND EXTENSION AGREEMENT, dated as of October 8, 2013 (this"4.@!"), is made among Idaho Power Company, an Idaho corporation (the "Borrower"),
the Lenders and Wells Fargo Bank, National Association, as administrative agent for the Lenders
(the "Administrative Aeent").
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 "Credit
Agreement"). 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 'l'ermination
Date pursuant to Section 2.21(a) of the Credit Agreement and the Lenders signatory hereto have
approved such request pursuant to Section 2.21 of the Credit Agreement.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
EXTENSION
Pursuant to Section 2.21(a) of the Credit Agreement, the Borrower provided an Extension
Notice to the Administrative Agent on September 5,2013 that, if agreed to by Lenders holding
more than fifty percent (50%) of the Aggregate Commitments, would extend the Facility
Termination Date for a period of one year from October 26,2017 to October 26,2018. As of the
date hereof, Consenting Lenders holding more than fifty percent (50%) of the aggregate amount
of the Aggregate Commitments have agreed to the extension and, subject to the satisfaction of
the conditions in Section2.2l(c) of the Credit Agreement, the Facility Termination Date as to the
Consenting Lenders shall be extended to October 26,2018. Subject to the right of Borrower
pursuant to Section 2.21(b) 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 EFFECTIVENESS
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 of this 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 Agreement) that such party has signed a counterpart of this Agreement.
(b) The Borrower shall have paid:
(i) to the Administrative Agent, for the account of each Lender
agreeing to the extension. an extension fee in the amount of A.A60/o of such
Lender's Commitment as of the Extension Date, which extension fee once paid
willbe fully earned and nonrefundable; and
(iD all other fees and reasonable expenses of the 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 ceftificate (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.
ARTICLE III
ACKNOWLEDGMENT AND CONFIRMATION OF THE 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 dcfcnses 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
transaction related to the Loan Documents, the same are hereby waived, relinquished, and
released in consideration of the execution of this 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 IV
GENERAL PROVISIONS
4.1 Full Force and Effect. Except as expressly modified hereby, the Credit
Agreement shallcontinue 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 refer to the Credit Agreement and Loan
Documents as modified hereby. This Agreement is limited 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 of the Credit Agreement.
4.2 Severability 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 counterpart. This Agreement shall be effective
when it has been executed by the Borrower, 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 of this Agreement by facsimile or other electronic transmission will be effective as delivery
of a manually executed counterpart thereof.
4.4 Successors and Assigns. 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 Govgrning Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York.
4.6 Expenses. The Borower 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 of the various sections and subsections of this
Agreement have been inserted for convenience only and shall not in any way aff'ect 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 COMPAI.IY, as Borrower
By:
Name:
Title:Senior Vice President-Finance and Treasurer
Idaho Power Company - Second Extension Agreement
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Lender, the Issuing Lender,
the Swingline Lender and Administrative Agent
By:
Name:
Title:
Idaho Power Company - Second Extension Agreement
JPMorgan Chase Bank, N.A.
Credit F-xecutive
Idaho Power Company - Second Extension Agreement
KEYBANK NATIONAL ASSOCIATION
By:
Name: Keven D. Smith
Title: Senior Vice President
Idaho Power Comparry - Second Eutension Agreement
Union Bank, N.A.
By: ,{*, ,,/ ,,
Idaho Power Company -Second Extension Agreement
BANK OF AMERICA, N.A.
Title: Senior Vice President
Idaho Power Compary - Second F*lension Agreement
US Bank, National Association
Name: Holland Williams
Title: AVP & Portfolio Manager
+
ROYAL BANK OF CANADA
By: 4U t. tW,--
Name: Kfle E. Hcjffman
Title: Authorized Signatory
Idaho Power Company - Second Extension Agreement
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THE BANK OF NEW YORK MELLON
By:
Name: Mark W,
Title: Vice President
Idaho Power Company - Second Extension Agreement