Exhibit 1.3
Execution Version
AMENDMENT NO. 1 TO SELLING AGENCY AGREEMENT
THIS AMENDMENT NO. 1 dated as of August 7, 2024 (the “Amendment”) hereby amends the Selling Agency Agreement dated as of June 30, 2022 (the “Agreement”), between Idaho Power Company (the “Company”) and each of BofA Securities, Inc., MUFG Securities Americas Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc., KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC (collectively, the “Existing Agents”), with respect to the issue and sale by the Company of its First Mortgage Bonds, Secured Medium-Term Notes, Series M, Due from One Year to Forty Years from date of Issue (the “Notes”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
1. Amendments.
a. The Agreement shall be amended to include Mizuho Securities USA LLC and Morgan Stanley & Co. LLC as parties. Each reference to Agents in the Agreement and each schedule or exhibit thereto, including the Procedures, shall be deemed to refer to the Existing Agents, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC, together.
b. Schedule I to the Agreement shall be amended to include the following under “Address for Notice to Agents”:
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| Notices to | | Mizuho Securities USA LLC shall be directed to it at 1271 Avenue of the Americas New York, NY 10020 |
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| Attention of | | Debt Capital Markets |
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| Notices to | | Morgan Stanley & Co. LLC shall be directed to it at 1585 Broadway New York, NY 10036 |
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| Attention of | | Global Capital Markets |
2. Joinder. Each of Mizuho Securities USA LLC and Morgan Stanley & Co. LLC hereby agree to become parties to the Agreement as Agents and to be bound by all terms and conditions applicable to the Agents thereunder and shall act in accordance with the Procedures.
3. Notice. This Amendment shall constitute reasonable prior notice to the Existing Agents as required under Section 2(a) of the Agreement.
4. Effect of Amendment. On and after the date of this Amendment, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Agreement as amended by this Amendment. Except as amended as set forth above, the Agreement shall continue in full force and effect and is hereby ratified and confirmed. The execution and delivery of this Amendment shall not operate as a waiver of any right, power or remedy of any party to the Agreement.
5. Modification. This Amendment may not be modified or amended except in writing duly executed by the parties hereto.
6. Applicable Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York.
