0001057877-15-000137.txt : 20150710 0001057877-15-000137.hdr.sgml : 20150710 20150710163906 ACCESSION NUMBER: 0001057877-15-000137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150709 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150710 DATE AS OF CHANGE: 20150710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDACORP INC CENTRAL INDEX KEY: 0001057877 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 820505802 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14465 FILM NUMBER: 15984038 BUSINESS ADDRESS: STREET 1: 1221 WEST IDAHO STREET CITY: BOISE STATE: ID ZIP: 83702-5627 BUSINESS PHONE: 2083882200 MAIL ADDRESS: STREET 1: PO BOX 70 STREET 2: 1221 WEST IDAHO STREET CITY: BOISE STATE: ID ZIP: 83702-5627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDAHO POWER CO CENTRAL INDEX KEY: 0000049648 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 820130980 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03198 FILM NUMBER: 15984039 BUSINESS ADDRESS: STREET 1: 1221 W IDAHO ST STREET 2: PO BOX 70 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083882200 MAIL ADDRESS: STREET 1: PO BOX 70 STREET 2: 1221 W IDAHO STREET CITY: BOISE STATE: ID ZIP: 83702-5627 8-K 1 form8-kxjuly2015creditagre.htm FORM 8-K - JULY 10, 2015 Form 8-K - July 2015 Credit Agreement Am.


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
_______________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 9, 2015
_______________________

 
 
Exact name of registrants as specified in
 
 
Commission
 
their charters, address of principal executive
 
IRS Employer
File Number
 
offices and registrants' telephone number
 
Identification Number
1-14465
 
IDACORP, Inc.
 
82-0505802
1-3198
 
Idaho Power Company
 
82-0130980
 
 
1221 W. Idaho Street
 
 
 
 
Boise, ID 83702-5627
 
 
 
 
(208) 388-2200
 
 
State or Other Jurisdiction of Incorporation:  Idaho
 
 
Former name, former address and former fiscal year, if changed since last report: None.
_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 






Item 1.01 Entry into a Material Definitive Agreement

On July 9, 2015, IDACORP, Inc. ("IDACORP") entered into an amendment (the "IDACORP Amendment") to its Second Amended and Restated Credit Agreement, dated October 26, 2011, as amended, among IDACORP, as the borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the "IDACORP Credit Agreement"). The IDACORP Amendment revised the definition of the phrase "Change in Control" in Section 1.1 of the IDACORP Credit Agreement.

Also on July 9, 2015, Idaho Power Company ("Idaho Power") entered into an amendment (the "Idaho Power Amendment") to its Second Amended and Restated Credit Agreement, dated October 26, 2011, as amended, among Idaho Power, as the borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the "Idaho Power Credit Agreement"). The Idaho Power Amendment revised the definition of the phrase "Change in Control" in Section 1.1 of the Idaho Power Credit Agreement.

A copy of the IDACORP Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01, and a copy of the Idaho Power Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. The descriptions of the IDACORP Amendment and Idaho Power Amendment are qualified in their entirety by the complete text of the IDACORP Amendment and Idaho Power Amendment. Except as otherwise expressly provided in the IDACORP Amendment and Idaho Power Amendment, all of the respective terms, conditions, and provisions of the IDACORP Credit Agreement and Idaho Power Credit Agreement remain the same.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are being filed as part of this report:
Exhibit No.
 
Description
10.1
 
First Amendment to Second Amended and Restated Credit Agreement, dated July 9, 2015, among IDACORP, Inc., Wells Fargo Bank, National Association, and the lenders a party thereto, amending the Second Amended and Restated Credit Agreement, dated October 26, 2011, among IDACORP, Inc., various lenders, Wells Fargo Bank, National Association, as administrative agent, swingline lender, and LC issuer, JPMorgan Chase Bank, N.A., as syndication agent and LC issuer, KeyBank National Association and Union Bank, N.A., as documentation agents, and Wells Fargo Securities, LLC, J.P. Morgan Securities Inc., Keybanc Capital Markets, and Union Bank, N.A. as joint lead arrangers and joint book runners
10.2
 
First Amendment to Second Amended and Restated Credit Agreement, dated July 9, 2015, among Idaho Power Company, Wells Fargo Bank, National Association, and the lenders a party thereto, amending the the Second Amended and Restated Credit Agreement, dated October 26, 2011, among Idaho Power Company, various lenders, Wells Fargo Bank, National Association, as administrative agent, swingline lender, and LC issuer, JPMorgan Chase Bank, N.A., as syndication agent and LC issuer, KeyBank National Association and Union Bank, N.A., as documentation agents, and Wells Fargo Securities, LLC, J.P. Morgan Securities Inc., Keybanc Capital Markets, and Union Bank, N.A. as joint lead arrangers and joint book runners




 
 
 







SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Dated:  July 10, 2015
IDACORP, INC.
By:   /s/ Steven R. Keen
Steven R. Keen
Senior Vice President, Chief Financial
Officer, and Treasurer
 
  
IDAHO POWER COMPANY
By:   /s/ Steven R. Keen
Steven R. Keen
Senior Vice President, Chief Financial
Officer, and Treasurer


 





EXHBIT INDEX
Exhibit No.
 
Description
10.1
 
First Amendment to Second Amended and Restated Credit Agreement, dated July 9, 2015, among IDACORP, Inc., Wells Fargo Bank, National Association, and the lenders a party thereto, amending the Second Amended and Restated Credit Agreement, dated October 26, 2011, among IDACORP, Inc., various lenders, Wells Fargo Bank, National Association, as administrative agent, swingline lender, and LC issuer, JPMorgan Chase Bank, N.A., as syndication agent and LC issuer, KeyBank National Association and Union Bank, N.A., as documentation agents, and Wells Fargo Securities, LLC, J.P. Morgan Securities Inc., Keybanc Capital Markets, and Union Bank, N.A. as joint lead arrangers and joint book runners
10.2
 
First Amendment to Second Amended and Restated Credit Agreement, dated July 9, 2015, among Idaho Power Company, Wells Fargo Bank, National Association, and the lenders a party thereto, amending the the Second Amended and Restated Credit Agreement, dated October 26, 2011, among Idaho Power Company, various lenders, Wells Fargo Bank, National Association, as administrative agent, swingline lender, and LC issuer, JPMorgan Chase Bank, N.A., as syndication agent and LC issuer, KeyBank National Association and Union Bank, N.A., as documentation agents, and Wells Fargo Securities, LLC, J.P. Morgan Securities Inc., Keybanc Capital Markets, and Union Bank, N.A. as joint lead arrangers and joint book runners



 EX-10.1 2 exhibit101-idacorpamendment.htm EXHIBIT 10.1 - JULY 10, 2015 Exhibit 10.1 - IDACORP Amendment


Exhibit 10.1

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 9, 2015 (this “Amendment”), is made among IDACORP, Inc., an Idaho corporation (the “Borrower”), the Lenders and Wells Fargo Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”).
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 prior to the date hereof, the “Credit Agreement”). The Borrower, the Lenders and the Administrative Agent entered into a First Extension Agreement to the Credit Agreement, dated October 12, 2012, and a Second Extension Agreement to the Credit Agreement, dated October 8, 2013. 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 Amendment.
B.    The Borrower and the Required Lenders have agreed to amend the definition of “Change in Control” in the Credit Agreement on the terms and conditions set forth herein.
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

AMENDMENT

The definition of “Change in Control” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Change in Control” means (i) the acquisition by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) of beneficial ownership (within the meaning of Rule 13d-3 and 13d-5 under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of the Borrower entitled to vote for members of the board of directors of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) or (ii) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (A) who were members of that board on the first day of such period, (B) whose election or nomination to that board was approved by individuals referred to in clause (A) above




constituting at the time of such election or nomination at least a majority of that board or (C) whose election or nomination to that board was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that board.
ARTICLE II

CONDITIONS OF EFFECTIVENESS

This Amendment shall become effective as of the day set forth above (the “Amendment Effective Date”) upon receipt by the Administrative Agent of a copy of this Amendment duly executed by the Borrower and the Required Lenders.
ARTICLE III
    
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders that:
(a)    The representations and warranties contained in Article 5 in the Credit Agreement (other than Section 5.5 of the Credit Agreement) are true and correct as of the Amendment Effective Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.
(b)    After giving effect to this Amendment, no Default or Unmatured Default exists.
(c)    The execution and delivery by the Borrower of the Amendment has been duly authorized by proper corporate proceedings, and the Amendment constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
(d)    No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Amendment.
ARTICLE IV

ACKNOWLEDGMENT AND CONFFIRMATION OF THE BORROWER

The Borrower hereby confirms and agrees that after giving effect to this Amendment, 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 Amendment. The Borrower represents and warrants to the Lenders that it has no knowledge of any claims,

2




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 transaction related to the Loan Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Amendment. This acknowledgment and confirmation by the Borrower is made and delivered to induce the Administrative Agent and the Lenders to enter into this Amendment. The Borrower acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment in the absence of the acknowledgment and confirmation contained herein.
ARTICLE V

GENERAL PROVISIONS

5.1    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 Amendment. 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 Amendment 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 Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

5.2    Severability of Provisions. Any provision in this Amendment 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.

5.3    Counterparts. This Amendment 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 Amendment by signing any such counterpart. This Amendment shall be effective when it has been executed by the Borrower, the Administrative Agent and the Required Lenders and each party has notified the Administrative Agent by facsimile transmission or telephone that it has taken such action; provided that this Amendment 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 Amendment by facsimile or other electronic transmission will be effective as delivery of a manually executed counterpart thereof.

5.4    Successors and Assigns. The terms and provisions of this Amendment shall be binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns.

5.5    Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

5.6    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


3




for all reasonable out-of-pocket costs and expenses, in each case, in connection with the preparation, negotiation, execution and delivery of this Amendment.

5.7    Construction. The headings of the various sections and subsections of this Amendment have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof.



4




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
IDACORP, INC., as Borrower
By:    /s/ Steven R. Keen        
Name:    Steven R. Keen
Title:
Senior Vice President, Chief Financial
Officer, and Treasurer    





WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Lender, the Issuing Lender,
the Swingline Lender and Administrative Agent


By:     /s/ Yann Blindert        
Name:    Yann Blindert
Title:
Director





JPMorgan Chase Bank, N.A.
By:    /s/ Nancy R. Barwig    
Name:    Nancy R. Barwig
Title:
Credit Risk Director





MUFG Union Bank, N.A., as a Lender
By:    /s/ Eric Otieno        
Name:    Eric Otieno
Title:
Vice President




KEYBANK NATIONAL ASSOCIATION
By:    /s/ Keven D. Smith    
Name:    Keven D. Smith
Title:
Senior Vice President




US Bank, National Association
By:    /s/ Holland H. Williams    
Name:    Holland H. Williams
Title:
Vice President




THE BANK OF NEW YORK MELLON
By:    /s/ Mark W. Rogers    
Name:    Mark W. Rogers
Title:
Vice President








 EX-10.2 3 exhibit102-idahopoweramend.htm EXHIBIT 10.2 - JULY 10, 2015 Exhibit 10.2 - Idaho Power Amendment


Exhibit 10.2

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 9, 2015 (this “Amendment”), 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 Agent”).
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 prior to the date hereof, the “Credit Agreement”). The Borrower, the Lenders and the Administrative Agent entered into a First Extension Agreement to the Credit Agreement, dated October 12, 2012, and a Second Extension Agreement to the Credit Agreement, dated October 8, 2013. 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 Amendment.
B.    The Borrower and the Required Lenders have agreed to amend the definition of “Change in Control” in the Credit Agreement on the terms and conditions set forth herein.
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

AMENDMENT

The definition of “Change in Control” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Change in Control” means (i) the acquisition by any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) of beneficial ownership (within the meaning of Rule 13d-3 and 13d-5 under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of the Parent entitled to vote for members of the board of directors of the Parent on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) or (ii) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Parent cease to be composed of individuals (A) who were members of that board on the first day of such period, (B) whose election or nomination to that board was approved by individuals referred to in clause (A) above




constituting at the time of such election or nomination at least a majority of that board or (C) whose election or nomination to that board was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that board.
ARTICLE II

CONDITIONS OF EFFECTIVENESS

This Amendment shall become effective as of the day set forth above (the “Amendment Effective Date”) upon receipt by the Administrative Agent of a copy of this Amendment duly executed by the Borrower and the Required Lenders.
ARTICLE III
    
REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders that:
(a)    The representations and warranties contained in Article 5 in the Credit Agreement (other than Section 5.5 of the Credit Agreement) are true and correct as of the Amendment Effective Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.
(b)    After giving effect to this Amendment, no Default or Unmatured Default exists.
(c)    The execution and delivery by the Borrower of the Amendment has been duly authorized by proper corporate proceedings, and the Amendment constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
(d)    No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Amendment.
ARTICLE IV

ACKNOWLEDGMENT AND CONFFIRMATION OF THE BORROWER

The Borrower hereby confirms and agrees that after giving effect to this Amendment, 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 Amendment. The Borrower represents and warrants to the Lenders that it has no knowledge of any claims,

2




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 transaction related to the Loan Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Amendment. This acknowledgment and confirmation by the Borrower is made and delivered to induce the Administrative Agent and the Lenders to enter into this Amendment. The Borrower acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment in the absence of the acknowledgment and confirmation contained herein.
ARTICLE V

GENERAL PROVISIONS

5.1    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 Amendment. 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 Amendment 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 Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

5.2    Severability of Provisions. Any provision in this Amendment 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.

5.3    Counterparts. This Amendment 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 Amendment by signing any such counterpart. This Amendment shall be effective when it has been executed by the Borrower, the Administrative Agent and the Required Lenders and each party has notified the Administrative Agent by facsimile transmission or telephone that it has taken such action; provided that this Amendment 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 Amendment by facsimile or other electronic transmission will be effective as delivery of a manually executed counterpart thereof.

5.4    Successors and Assigns. The terms and provisions of this Amendment shall be binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns.

5.5    Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

5.6    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


3




for all reasonable out-of-pocket costs and expenses, in each case, in connection with the preparation, negotiation, execution and delivery of this Amendment.

5.7    Construction. The headings of the various sections and subsections of this Amendment have been inserted for convenience only and shall not in any way affect the meaning or construction of any of the provisions hereof.



4




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
IDAHO POWER COMPANY, as Borrower
By:    /s/ Steven R. Keen    
Name:    Steven R. Keen
Title:
Senior Vice President, Chief Financial
Officer, and Treasurer    





WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Lender, the Issuing Lender,
the Swingline Lender and Administrative Agent


By:     /s/ Yann Blindert        
Name:    Yann Blindert
Title:
Director





JPMorgan Chase Bank, N.A.
By:    /s/ Nancy R. Barwig    
Name:    Nancy R. Barwig
Title:
Credit Risk Director





KEYBANK NATIONAL ASSOCIATION
By:    /s/ Keven D. Smith    
Name:    Keven D. Smith
Title:
Senior Vice President





MUFG Union Bank, N.A., as a Lender
By:    /s/ Eric Otieno        
Name:    Eric Otieno
Title:
Vice President





US Bank, National Association
By:    /s/ Holland H. Williams    
Name:    Holland H. Williams
Title:
Vice President




THE BANK OF NEW YORK MELLON
By:    /s/ Mark W. Rogers    
Name:    Mark W. Rogers
Title:
Vice President