IDAHO POWER COMPANY
First Mortgage Bonds,
Secured Medium-Term Notes, Series E
Due From Nine Months to Thirty Years
From Date of Issue
Selling Agency Agreement
April 15, 2003
Banc of America Securities LLC
Bank of America Corporate Center
100 North Tryon Street
Charlotte, NC 28255
Banc One Capital Markets, Inc.
One Bank One Plaza
Suite IL1-0595
Chicago, IL 60670
McDonald Investments Inc.
800 Superior Avenue
Cleveland, OH 44114
U.S. Bancorp Piper Jaffray Inc.
111 SW Fifth Avenue, Suite 1900
Portland, OR 97204
Wachovia Securities, Inc.
301 South College
Charlotte, NC 28288
Wells Fargo Brokerage Services, LLC
608 Second Avenue South, Suite 900
MAC N9303-097
Minneapolis, MN 55479
Ladies and Gentlemen:
Idaho Power Company, an Idaho corporation (the "Company"),
confirms its agreement with each of you with respect to the issue and sale by
the Company of up to $250,000,000 aggregate principal amount of its First
Mortgage Bonds, Secured Medium-Term Notes, Series E, Due from Nine Months to
Thirty Years from Date of Issue (the "Notes"). The Notes will be issued under
the Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937,
between the Company and Deutsche Bank Trust Company Americas (formerly known as
Bankers Trust Company), (the "Trustee") and R.G. Page (Stanley Burg, successor
individual trustee), as trustees, as supplemented and amended by all indentures
supplemental thereto
including the Thirty-seventh Supplemental Indenture relating to the Notes dated
as of April 1, 2003 (the "Supplemental Indenture"). The Indenture of Mortgage
and Deed of Trust as it has been and may be supplemented as of any specified
date is hereinafter referred to as the "Indenture". Unless otherwise
specifically provided for and set forth in a Pricing Supplement (as defined
below), the Notes will be issued in minimum denominations of $1,000 and in
denominations exceeding such amount by integral multiples of $1,000, will be
issued only in fully registered form and will have the interest rates,
maturities and, if applicable, other terms set forth in such Pricing Supplement.
The Notes will be issued, and the terms thereof established, in accordance with
the Indenture and the Medium-Term Notes Administrative Procedures attached
hereto as Exhibit A, as they may be amended from time to time (the "Procedures")
(unless a Terms Agreement (as defined in Section 2(b)) modifies or otherwise
supersedes such Procedures with respect to Notes issued pursuant to such Terms
Agreement). The Procedures may be amended only by written agreement of the
Company and you after notice to the Trustee. For the purposes of this Agreement,
the term "Agent" shall refer to any of you acting solely in the capacity as
agent for the Company pursuant to Section 2(a) and not as principal
(collectively, the "Agents"), the term "Purchaser" shall refer to one of you
acting solely as principal pursuant to Section 2(b) and not as agent, and the
term "you" shall refer to you collectively whether at any time any of you is
acting in both such capacities or in either such capacity. In acting under this
Agreement, in whatever capacity, each of you is acting individually and not
jointly.
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, you as set forth below in this Section 1. Certain
terms used in this Section 1 are defined in paragraph (e) hereof.
(a) The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933, as amended (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration statement
on such Form (File Number 333-103812), including a basic prospectus, which has
become effective, for the registration under the Act of $300,000,000 aggregate
amount of its first mortgage bonds, serial preferred stock, without par value,
and debt securities (the "Securities"), including the Notes. Such registration
statement, as amended at the date of this Agreement, meets the requirements set
forth in Rule 415(a)(1)(ix) or (x) under the Act and complies in all other
material respects with said Rule. The Company has filed or will file with the
Commission pursuant to the applicable paragraph of Rule 424(b) under the Act a
supplement to the form of prospectus included in such registration statement
relating to the Notes and the plan of distribution thereof (the "Prospectus
Supplement"). In connection with the sale of Notes the Company proposes to file
with the Commission pursuant to the applicable paragraph of Rule 424(b) under
the Act further supplements to the Prospectus Supplement (each a "Pricing
Supplement") specifying the interest rates, maturity dates and, if appropriate,
other similar terms of the Notes sold pursuant hereto or the offering thereof.
(b) (i) As of the Execution Time and on the Effective Date, the
Registration Statement complied and (ii) on each date any supplement to the
Prospectus (as defined herein) relating to the Notes is filed with the
Commission, as of the date of a Terms Agreement and at the date of delivery by
the Company of any Notes sold hereunder (a "Closing Date"), the Prospectus, as
supplemented as of any such time, and the Indenture will comply in all material
respects with the applicable requirements of the Act, the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act") and the Securities Exchange Act of
1934, as amended (the
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"Exchange Act") and the respective rules thereunder; (iii) as of the Execution
Time and on the Effective Date, the Registration Statement, as amended as of
either such time, did not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; (iv) on each date any
supplement to the Prospectus relating to the Notes is filed with the Commission,
as of the date of a Terms Agreement and on any Closing Date, the Prospectus, as
supplemented as of any such time, will not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and (v) on any Closing Date no stop order suspending the
effectiveness of the Registration Statement shall be in effect nor shall there
have been instituted or threatened any proceeding for such purpose; provided,
however, that the Company makes no representations or warranties as to (i) that
part of the Registration Statement which shall constitute the Statements of
Eligibility of the Trustees (Forms T-1 and T-2), or amendments thereto, under
the Trust Indenture Act or (ii) the information contained in or omitted from the
Registration Statement or the Prospectus (or any supplement thereto) in reliance
upon and in conformity with information, if any, furnished in writing to the
Company by any of you specifically for inclusion in the Registration Statement
or the Prospectus (or any supplement thereto).
(c) As of the time any Notes are issued and sold hereunder, the
Indenture will constitute a legal, valid and binding instrument enforceable
against the Company in accordance with its terms and such Notes will have been
duly authorized, executed, authenticated and, when paid for by the purchasers
thereof, will constitute legal, valid and binding obligations of the Company
entitled to the benefits of the Indenture.
(d) As of the time any Notes are issued and sold, the issue and
sale of the Notes and the compliance by the Company with all of the provisions
of the Notes, the Indenture, and this Agreement, and the consummation of the
transactions herein and therein contemplated will not conflict with or result in
a breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company is a party or by which the Company
is bound or to which any of the property or assets of the Company is subject,
nor will such action result in any violation of the provisions of the Restated
Articles of Incorporation or By-laws of the Company or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its properties; and no consent,
approval, authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the issue and sale of
the Notes or the consummation by the Company of the transactions contemplated by
this Agreement or the Indenture, except such orders as have been issued by the
Idaho Public Utilities Commission (which grants authority to sell the Notes
through March 17, 2005), the Public Utility Commission of Oregon and the Public
Service Commission of Wyoming and are in full force and effect, and such as have
been, or will have been prior to any Closing Date, obtained under the Act and
the Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or
Blue Sky laws in connection with the sale and distribution of the Notes by the
Agents.
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(e) As of the time any Notes are issued and sold hereunder,
immediately after giving effect to the issuance and sale of any Notes and the
retirement of any First Mortgage Bonds of the Company (including without
limitation the Notes as well as any other First Mortgage Bonds previously issued
by the Company under the Indenture) which are concurrently being retired, the
aggregate principal amount of the First Mortgage Bonds of the Company (including
without limitation the Notes as well as any other First Mortgage Bonds
previously issued by the Company under the Indenture) does not exceed
$900,000,000, or such other maximum amount as the Company may establish pursuant
to Sections 22 and 121 of the Indenture, as supplemented and amended by all
indentures supplemental thereto as of the date thereof.
(f) The terms which follow, when used in this Agreement, shall
have the meanings indicated. The term "the Effective Date" shall mean each date
that the Registration Statement and any post-effective amendment or amendments
thereto became or become effective and each date after the date hereof on which
the Company's most recent Annual Report on Form 10-K is filed. "Execution Time"
shall mean the date and time that this Agreement is executed and delivered by
the parties hereto. "Basic Prospectus" shall mean the form of basic prospectus
relating to the Securities contained in the Registration Statement at the
Effective Date. "Prospectus" shall mean the Basic Prospectus as supplemented by
the Prospectus Supplement and any applicable Pricing Supplement. "Registration
Statement" shall mean the registration statement referred to in paragraph (a)
above, including incorporated documents, exhibits and financial statements, as
amended at the Execution Time. "Rule 415" and "Rule 424" refer to such rules
under the Act. Any reference herein to the Registration Statement, the Basic
Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item
12 of Form S-3, which were filed under the Exchange Act on or before the
Effective Date of the Registration Statement or the issue date of the Basic
Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; and
any reference herein to the terms "amend", "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus, the Prospectus
Supplement or the Prospectus shall be deemed to refer to and include the filing
of any document under the Exchange Act after the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, the Prospectus
Supplement or the Prospectus, as the case may be, deemed to be incorporated
therein by reference.
2. Appointment of Agents; Solicitation by the Agents of Offers to
Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and conditions
set forth herein and to the reservation by the Company of the right to sell
Securities directly on its own behalf, the Company hereby authorizes each of the
Agents to act as its agent to solicit offers for the purchase of all or part of
the Notes from the Company.
On the basis of the representations and warranties, and subject
to the terms and conditions set forth herein, each of the Agents agrees, as
agent of the Company, when requested by the Company to use its reasonable best
efforts to solicit offers to purchase the Notes from the Company upon the terms
and conditions set forth in the Prospectus (and any supplement thereto) and in
the Procedures. Each Agent shall make reasonable efforts to assist the Company
in obtaining performance by each purchaser whose offer to purchase Notes has
been solicited by such Agent and accepted by the Company, but such Agent shall
not, except as otherwise
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provided in this Agreement, be obligated to disclose the identity of any
purchaser or have any liability to the Company in the event any such purchase is
not consummated for any reason. Except as provided in Section 2(b), under no
circumstances will any Agent be obligated to purchase any Notes for its own
account. It is understood and agreed, however, that if approved by the Company
any Agent may purchase Notes as principal pursuant to Section 2(b).
Each Agent agrees that in carrying out the transactions
contemplated by the Agreement, it will observe and comply with all securities or
blue sky laws, regulations, rules and ordinances in any jurisdiction in which
the Notes may be offered, sold or delivered applicable to it as Agent hereunder.
Each Agent agrees not to cause any advertisement of the Notes to be published in
any newspaper or periodical or posted in any public place and not to publicly
issue any circular relating to the Notes other than the Prospectus, except in
any case with the prior express consent of the Company.
The Company reserves the right, in its sole discretion, to
instruct the Agents to suspend at any time, for any period of time or
permanently, the solicitation of offers to purchase Notes. Upon receipt of
instructions from the Company, the Agents will forthwith suspend solicitation of
offers to purchase Notes from the Company until such time as the Company has
advised them that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, for such
Agent's services in acting as an agent and not for a purchase by such Agent as
principal, on the Closing Date with respect to each sale of Notes by the Company
as a result of a solicitation made by such Agent, in an amount equal to that
percentage specified in Schedule I hereto of the aggregate principal amount of
the Notes sold by the Company. Such commission shall be payable as specified in
the Procedures.
The Company may from time to time offer Securities or Notes for
sale otherwise than through an Agent and from time to time may appoint
additional agents to sell the Notes; provided, however, that so long as this
Agreement shall be in effect, the Company shall not solicit or accept offers to
purchase Notes through any agent other than an Agent, except that the Company
may accept offers to purchase Notes through an agent other than an Agent if the
Company gives the Agents reasonable prior notice of such acceptance and any such
agent enters into an agreement with the Company on terms which are substantially
similar to those contained in or incorporated in this Agreement.
If the Company shall default in its obligations to deliver Notes
to a purchaser whose offer it has accepted, the Company shall indemnify and hold
each of you harmless against any loss, claim or damage arising from or as a
result of such default by the Company.
(b) Subject to the terms and conditions stated herein, whenever
the Company and any of you determine that the Company shall sell Notes directly
to any of you as principal, each such sale of Notes shall be made in accordance
with the terms of this Agreement and a supplemental agreement relating to such
sale. Each such supplemental agreement is herein referred to as a "Terms
Agreement". Each Terms Agreement shall describe the Notes to be purchased by the
Purchaser pursuant thereto and shall specify the aggregate principal amount of
such Notes, the price to be paid to the Company for such Notes, the maturity
date of such Notes,
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the rate at which interest will be paid on such Notes, the dates on which
interest will be paid on such Notes and the record date with respect to each
such payment of interest, the Closing Date for the purchase of such Notes, the
place of delivery of the Notes and payment therefor, the method of payment and
any requirements for the delivery of opinions of counsel, certificates from the
Company or its officers or a letter from the Company's independent public
accountants as described in Section 6(b). Any such Terms Agreement may also
specify the period of time referred to in Section 4(1) and certain terms of the
reoffering of the Notes. Any Terms Agreement shall be substantially in the form
attached hereto as Exhibit B and may take the form of an exchange of any
standard form of written telecommunication between the Purchaser and the
Company. The Purchaser's commitment to purchase Notes shall be deemed to have
been made on the basis of the representations and warranties of the Company
herein contained and shall be subject to the terms and conditions herein set
forth.
Delivery of the certificates for Notes sold to the Purchaser
pursuant to a Terms Agreement shall be made not later than the Closing Date
agreed to in such Terms Agreement, against payment of funds to the Company in
the net amount due to the Company for such Notes by the method and in the form
set forth in the Procedures unless otherwise agreed to between the Company and
the Purchaser in such Terms Agreement.
Unless otherwise agreed to between the Company and the Purchaser
in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by
such Purchaser at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note of
identical maturity and (ii) may be resold by such Purchaser at varying prices
related to prevailing market prices determined at the time of resale or, if set
forth in the applicable Terms Agreement and Pricing Supplement, at a fixed
public offering price. In connection with any resale of Notes purchased, a
Purchaser may use a selling or dealer group and may reallow to any broker or
dealer any portion of the discount or commission payable pursuant hereto. Any
resale at a discount may not exceed the amount set forth in the Pricing
Supplement relating to such Notes.
3. Offering and Sale of Notes. Each Agent and the Company agree
to perform the respective duties and obligations specifically provided to be
performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the Notes
(including by way of resale by a Purchaser of Notes), the Company will not file
any amendment to the Registration Statement or supplement to the Prospectus
(except for (i) periodic or current reports filed under the Exchange Act, (ii) a
supplement relating to any offering of Notes providing solely for the
specification of or a change in the maturity dates, interest rates, issuance
prices or other similar terms of any Notes or (iii) an amendment or a supplement
relating to an offering of Securities other than the Notes) unless the Company
has furnished each of you through your counsel a copy for your review prior to
filing and given each of you a reasonable opportunity to comment on any such
proposed amendment or supplement. Subject to the foregoing sentence, the Company
will cause each supplement to the Prospectus to be filed with the Commission
pursuant to the applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence
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satisfactory to you of such filing. The Company will promptly advise each of you
(i) when the Prospectus, and any supplement thereto, shall have been filed with
the Commission pursuant to Rule 424(b), (ii) when, prior to termination of any
offering of Notes, any amendment of the Registration Statement (except periodic
or current reports filed under the Exchange Act) shall have been filed or become
effective, (iii) of any request by the Commission for any amendment of the
Registration Statement or supplement to the Prospectus or for any additional
information, (iv) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (v) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Notes for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose. The Company will use its best efforts to
prevent the issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it shall be necessary to amend the Registration
Statement or to supplement the Prospectus to comply with the Act or the Exchange
Act or the respective rules thereunder, the Company promptly will (i) notify
each of you to suspend solicitation of offers to purchase Notes (and, if so
notified by the Company, each of you shall forthwith suspend such solicitation
and cease using the Prospectus as then supplemented), (ii) prepare and file with
the Commission, subject to the first sentence of paragraph (a) of this Section
4, an amendment or supplement which will correct such statement or omission or
effect such compliance and (iii) supply any supplemented Prospectus to each of
you in such quantities as you may reasonably request. If such amendment or
supplement is satisfactory in all respects to you, you will, upon the filing of
such amendment or supplement with the Commission and upon the effectiveness of
an amendment to the Registration Statement, if such an amendment is required,
resume your obligation to solicit offers to purchase Notes hereunder.
(c) The Company, during the period when a prospectus relating to
the Notes is required to be delivered under the Act, will file promptly all
documents required to be filed with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act and will furnish to each of you copies of
such documents.
(d) As soon as practicable, the Company will make generally
available to its security holders and to each of you an earnings statement or
statements of the Company and its subsidiaries which will satisfy the provisions
of Section 11(a) of the Act and Rule 158 under the Act.
(e) The Company will furnish to each of you and your counsel,
without charge, copies of the Registration Statement (including exhibits
thereto), each amendment or supplement to the Indenture entered into subsequent
to the date hereof, and, so long as delivery of a prospectus may be required by
the Act, as many copies of the Prospectus and any supplement thereto as you may
reasonably request.
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(f) The Company will use its best efforts to arrange for the
qualification of the Notes for sale under the laws of such jurisdictions as any
of you may reasonably designate, will maintain such qualifications in effect so
long as required for the distribution of the Notes, except that the Company
shall not be required to qualify as a foreign corporation or dealer in
securities or to execute a general consent to service of process in any
jurisdiction.
(g) The Company shall, whether or not any sale of the Notes is
consummated, (i) pay all expenses incident to the performance of its obligations
under this Agreement and any Terms Agreement, including the fees and
disbursements of its accountants and counsel, the cost of printing or other
production and delivery of the Registration Statement, the Prospectus, all
amendments thereof and supplements thereto, the Supplemental Indenture, this
Agreement, any Terms Agreement and all other documents relating to the offering,
the cost of preparing, printing, packaging and delivering the Notes, the fees
and disbursements of your counsel incurred in compliance with Section 4(f) (such
fees not to exceed $10,000), the fees and disbursements of the Trustee and the
fees of any agency that rates the Notes, (ii) reimburse each of you as requested
for all out-of-pocket expenses (including pre-approved advertising expenses), if
any, incurred by you in connection with the implementation of this program and
(iii) pay the reasonable fees and expenses of your counsel incurred in
connection with the implementation of this program.
(h) Each acceptance by the Company of an offer to purchase Notes
will be deemed to be an affirmation that its representations and warranties
contained in this Agreement are true and correct at the time of such acceptance,
as though made at and as of such time, and a covenant that such representations
and warranties will be true and correct at the Closing Date relating to such
acceptance, as though made at and as of such time (it being understood that for
purposes of the foregoing affirmation and covenant such representations and
warranties shall relate to the Registration Statement and Prospectus as amended
or supplemented at each such time). Each such acceptance by the Company of an
offer for the purchase of Notes shall be deemed to constitute an additional
representation, warranty and agreement by the Company that, as of the Closing
Date for the sale of such Notes, after giving effect to the issuance of such
Notes, of any other Notes to be issued on or prior to such Closing Date and of
any other Securities to be issued and sold by the Company on or prior to such
Closing Date, the aggregate amount of Securities (including any Notes) which
have been issued and sold by the Company will not exceed the amount of
Securities registered pursuant to the Registration Statement. The Company will
inform you promptly upon your request of the aggregate amount of Securities
registered under the Registration Statement which remain unsold.
(i) Each time the Company files with the Commission an Annual
Report on Form 10-K or a Quarterly Report on Form 10-Q or a material amendment
or supplement thereto, each time that the Company requests you to solicit offers
to purchase Notes and each time that a Terms Agreement is executed and
delivered, the Company will deliver or cause to be delivered promptly to each of
you a certificate of the Company, in form reasonably satisfactory to you, signed
by the Chief Executive Officer or the President or the principal financial or
accounting officer of the Company, dated the date of delivery of such
certificate, of the same tenor as the certificate referred to in Section 5(d)
but modified to relate to the Registration Statement and the Prospectus as
amended or supplemented at the time of delivery of such certificate; provided
that no such certificate shall be required to be delivered if, since the date of
the certificate most
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recently theretofore delivered to you pursuant to Section 5(d), 6(b) or this
Section 4(i), either (a) there has been no amendment or supplement to the
Registration Statement or the Prospectus or (b) any amendments or supplements to
the Registration Statement or Prospectus are (i) filed solely to insert a
description of any Securities other than Notes, (ii) filed solely to specify or
change the maturity dates, interest rates, issuance prices or other terms of any
Notes theretofore sold or to change the principal amount of Securities remaining
to be sold or (iii) in the form of a Current Report on Form 8-K filed with the
Commission solely for the purpose of adding exhibits pursuant to Item 601 of
Regulation S-K.
(j) Each time the Company files with the Commission an Annual
Report on Form 10-K or a Quarterly Report on Form 10-Q or a material amendment
or supplement thereto, each time that the Company requests you to solicit offers
to purchase Notes and each time that a Terms Agreement is executed and
delivered, the Company will furnish or cause to be furnished promptly to each of
you a written opinion of counsel for the Company, in form reasonably
satisfactory to you, dated the date of delivery of such opinion, of the same
tenor as the opinion referred to in Section 5(b) but modified to relate to the
Registration Statement and the Prospectus as amended or supplemented at the time
of delivery of such opinion; provided that no such opinion shall be required to
be delivered if, since the date of the opinion most recently theretofore
delivered to you pursuant to Section 5(b), 6(b) or this Section 4(j), either (a)
there has been no amendment or supplement to the Registration Statement or the
Prospectus or (b) any amendments or supplements to the Registration Statement or
the Prospectus are (i) filed solely to insert a description of any Securities
other than Notes, (ii) filed solely to specify or change the maturity dates,
interest rates, issuance prices or other terms of any Notes theretofore sold or
to change the principal amount of Securities remaining to be sold or (iii) in
the form of a Current Report on Form 8-K filed with the Commission solely for
the purpose of adding exhibits pursuant to Item 601 of Regulation S-K.
(k) Each time the Company files with the Commission an Annual
Report on Form 10-K or a Quarterly Report on Form 10-Q or a material amendment
or supplement thereto, each time that the Company requests you to solicit offers
to purchase Notes and each time that a Terms Agreement is executed and
delivered, the Company will cause its independent public accountants to furnish
promptly to each of you a letter, in form reasonably satisfactory to you, dated
the date of delivery of such letter, of the same tenor as the letter referred to
in Section 5(e) but modified to relate to the Registration Statement and the
Prospectus as amended or supplemented at the time of delivery of such letter,
with such changes as may be necessary to reflect changes in the financial
statements and other information derived from the accounting records of the
Company; provided that if the Prospectus or Registration Statement is amended or
supplemented solely to include or incorporate by reference financial information
as of and for a fiscal quarter, the Company's independent public accountants may
limit the scope of such letter, which shall be satisfactory in form to each of
you, to the unaudited financial statements, the related "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and any other
information of an accounting, financial or statistical nature included in such
amendment or supplement, unless, in the reasonable judgment of any of you, such
letter should cover other information or changes in specified financial
statement line items.
(l) During the period, if any, specified in any Terms Agreement,
the Company shall not, without the prior consent of the Purchaser thereunder,
offer, sell or contract
9
to sell, or otherwise dispose of, directly or indirectly, or announce the
offering of, any first mortgage bonds issued by the Company (other than the
Notes being sold pursuant to such Terms Agreement).
(m) Notwithstanding the foregoing, it is agreed that if, at any
time and from time to time during the term of this Agreement, the Company should
deliver to the Agents notification of its decision to suspend any sale of Notes
hereunder, then during the period of any such suspension or suspensions the
Company shall be relieved of its obligation to provide to the Agents the
certificate, opinions and letter required pursuant to Sections 4(i), 4(j) and
4(k) hereof. However, whenever such a suspension is lifted, the Company shall be
required to deliver to the Agents, prior to the resumption of any sale of Notes
hereunder, the most recent certificate, opinions and letter which would have
been required except for the suspension.
(n) During the term of this Agreement, the Company shall furnish
to each Agent (i) copies of all annual, quarterly and other reports furnished to
the shareholders of the Company, (ii) copies of all annual, quarterly and
current reports (without exhibits but including documents incorporated therein
by reference) of the Company filed with the Commission under the Exchange Act,
(iii) copies of all announcements made to the general financial community and
(iv) notice of (x) any decrease in the rating or (y) credit watch with negative
implications, in either case of the Notes or any other debt securities of the
Company, by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act).
(o) The Company agrees that any person who has agreed to purchase
and pay for any Note pursuant to a solicitation by any of the Agents shall have
the right to refuse to purchase such Note if, subsequent to the agreement to
purchase such Note, any change, condition or development specified in any of
Sections 8(b)(iii), (iv) or (v) shall have occurred (with the judgment of the
Agent which presented the offer to purchase such Note being substituted for any
judgment of a Purchaser required therein) the effect of which is, in the
judgment of the Agent which presented the offer to purchase such Note, so
material and adverse as to make it impractical or inadvisable to proceed with
the sale and delivery of such Note (it being understood that under no
circumstance shall any such Agent have any duty or obligation to the Company or
to any such person to exercise the judgment permitted to be exercised under this
Section 4(o)).
5. Conditions to the Obligations of the Agents. The obligations
of each Agent to solicit offers to purchase the Notes shall be subject to the
accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time, on the Effective Date, when any
supplement to the Prospectus relating to the Notes is filed with the Commission
and as of each Closing Date, to the accuracy of the statements of the Company
made in any certificates pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions:
(a) If filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Prospectus, and any such supplement, shall
have been filed in the manner and within the time period required by Rule
424(b); and no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been instituted or threatened.
10
(b) The Company shall have furnished to each Agent the opinions
of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to the Company and Robert W.
Stahman, Esq., General Counsel for the Company, dated the Execution Time
substantially in the forms of Exhibits D and E hereto.
(c) Each Agent shall have received from Sullivan & Cromwell LLP,
counsel for the Agents, such opinion or opinions, dated the Execution Time, with
respect to the incorporation of the Company, the validity of the Indenture and
the Notes, the Registration Statement, the Prospectus (together with any
supplement thereto) and other related matters as the Agents may reasonably
require, and the Company shall have furnished to such counsel such documents as
they may reasonably request for the purpose of enabling them to pass upon such
matters. In rendering their opinions, Sullivan & Cromwell LLP may rely upon the
opinion described above of Robert W. Stahman, Esq., General Counsel for the
Company, as to all matters of Idaho, Montana, Nevada, Oregon and Wyoming law.
(d) The Company shall have furnished to each Agent a certificate
of the Company, signed by the Chief Executive Officer or the President or the
principal financial or accounting officer of the Company, dated the Execution
Time, to the effect that:
(i) the representations and warranties of the Company in
this Agreement are true and correct in all material respects on
and as of the date hereof with the same effect as if made on the
date hereof and the Company has complied with all the agreements
and satisfied all the conditions on its part to be performed or
satisfied as a condition to the obligation of the Agents to
solicit offers to purchase the Notes;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent audited financial
statements included in or incorporated by reference in the
Prospectus, there has been no material adverse change or any
development that could reasonably be expected to result in a
material adverse change in the condition (financial or other),
earnings, business or properties of the Company and its
subsidiaries considered as a whole, whether or not arising from
transactions in the ordinary course of business, except as set
forth in or contemplated by the Prospectus.
(e) At the Execution Time, Deloitte & Touche shall have furnished
to each Agent a letter or letters (which may refer to letters previously
delivered to the Agents), dated as of the Execution Time to the effect set forth
in Exhibit C hereto.
(f) Prior to the Execution Time, the Company shall have furnished
to each Agent such further information, documents and certificates as the Agents
may reasonably request.
If any of the conditions specified in this Section 5 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and
11
certificates mentioned above or elsewhere in this Agreement shall not be in all
material respects reasonably satisfactory in form and substance to such Agents
and counsel for the Agents, this Agreement and all obligations of any Agent
hereunder may be cancelled at any time by the Agents. Notice of such
cancellation shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall be
delivered at the office of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for
the Company, on the date hereof.
6. Conditions to the Obligations of a Purchaser. The obligations
of a Purchaser to purchase any Notes will be subject to the accuracy of the
representations and warranties on the part of the Company herein as of the date
of the related Terms Agreement and as of the Closing Date for such Notes, to the
performance and observance by the Company of all covenants and agreements herein
contained on its part to be performed and observed and to the following
additional conditions precedent:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b) To the extent agreed to between the Company and the Purchaser
in a Terms Agreement, the Purchaser shall have received, appropriately updated,
(i) a certificate of the Company, dated as of the Closing Date, to the effect
set forth in Section 5(d) (except that references to the Prospectus shall be to
the Prospectus as supplemented as of the date of such Terms Agreement), (ii) the
opinions of LeBoeuf, Lamb, Greene & MacRae, L.L.P., and Robert W. Stahman, Esq.,
counsel for the Company, dated as of the Closing Date, to the effect referred to
in Section 5(b), (iii) the opinion(s) of Sullivan & Cromwell LLP, counsel for
the Purchaser, dated as of the Closing Date, to the effect referred to in
Section 5(c), and (iv) the letter of Deloitte & Touche, independent accountants
for the Company, dated as of the Closing Date, to the effect referred to in
Section 5(e).
(c) Prior to the Closing Date, the Company shall have furnished
to the Purchaser such further information, certificates and documents as the
Purchaser may reasonably request.
If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement and the applicable Terms Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement or such Terms
Agreement and required to be delivered to the Purchaser pursuant to the terms
hereof and thereof shall not be in all material respects reasonably satisfactory
in form and substance to the Purchaser and its counsel, such Terms Agreement and
all obligations of the Purchaser thereunder and with respect to the Notes
subject thereto may be cancelled at, or at any time prior to, the respective
Closing Date by the Purchaser. Notice of such cancellation shall be given to the
Company in writing or by telephone or telegraph confirmed in writing.
12
7. Indemnification. (a) The Company will indemnify and hold
harmless each of you against any losses, claims, damages or liabilities, joint
or several, to which you may become subject, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any preliminary prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus, or any
amendment or supplement thereto, and any other prospectus relating to the Notes,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; and will reimburse each of you for any legal
or other expenses reasonably incurred by you in connection with investigating or
defending against such loss, claim, damage, liability or action as such expenses
are incurred; provided, however, that the Company shall not be liable in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any preliminary prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus, or such
amendment or supplement and any other prospectus relating to the Notes, in
reliance upon and in conformity with information furnished in writing to the
Company by you or on your behalf for inclusion therein or arising out of, or
based upon, statements in or omissions from Exhibits 25.1 and 25.3 to the
Registration Statement which shall constitute the Statements of Eligibility of
the Trustees on Forms T-1 and T-2, or amendments thereto, under the Indenture
and provided further that the Company shall not be liable to any of you under
the indemnity agreement in this subsection on account of any such loss, claim,
damage or liability of yours arising from the sale of the Notes to any person,
if at or prior to the written confirmation of such sale a copy of the Prospectus
(exclusive of the documents incorporated by reference therein), or of the
Prospectus as then amended or supplemented (exclusive of the documents
incorporated by reference therein) shall not have been given or sent to such
person by you or on your behalf. This indemnity agreement shall be in addition
to any liability which the Company may otherwise have.
The foregoing indemnity agreement shall, upon the same terms and
conditions, extend to and inure to the benefit of each person, if any, who
controls any of you within the meaning of the Act.
(b) Each of you severally and not jointly will indemnify and hold
harmless the Company against any losses, claims, damages or liabilities to which
the Company may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any preliminary prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus, or any
amendment or supplement thereto, and any other prospectus relating to the Notes,
or arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in a preliminary prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus, or such
amendment or supplement, and any other Prospectus relating to the Notes, in
reliance upon and in conformity with information furnished in writing to the
Company by you or on your behalf for inclusion therein; and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection
13
with investigating or defending against any such loss, claim, damage, liability
or action as such expenses are incurred. This indemnity agreement shall be in
addition to any liability which you may otherwise have.
The foregoing indemnity agreement shall, upon the same terms and
conditions, extend to and inure to the benefit of each director of the Company,
each of its officers who has signed the Registration Statement and each person,
if any, who controls the Company within the meaning of the Act.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall wish, jointly with
any other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and each of you on the
other from the offering of the Notes to which such loss, claim, damage or
liability (or actions in respect thereof) relates and also the relative fault of
the Company on the one hand and each of you on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and each of you on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering (before deducting
expenses) received by the Company bear to the total discounts and commissions
received by you. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or any of you on the other
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
each of you agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount paid or
payable by an indemnified party as
14
a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), you shall not be required
to contribute any amount in excess of the amount by which the total price at
which the Notes sold by or through you to the public exceeds the amount of any
damages which you have otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of each of you in this subsection
(d) to contribute are several in proportion to the respective purchases made by
or through you to which such loss, claim, damage or liability (or action in
respect thereof) relates and are not joint.
8. Termination. (a) This Agreement will continue in effect until
terminated as provided in this Section 8. This Agreement may be terminated
either by the Company as to any Agent or by any of you insofar as this Agreement
relates to any Agent, by giving written notice of such termination to such Agent
or the Company, as the case may be. This Agreement shall so terminate at the
close of business on the first business day following the receipt of such notice
by the party to whom such notice is given. In the event of such termination, no
party shall have any liability to the other party hereto, except as provided in
the fifth paragraph of Section 2(a), Section 4(g), Section 7 and Section 9.
(b) Each Terms Agreement shall be subject to termination in the
absolute discretion of the Purchaser, by written notice given to the Company
prior to delivery of any payment for any Note to be purchased thereunder, if
subsequent to the agreement to purchase such Note and prior to such payment time
(i) there shall have occurred any change in or affecting the business or
properties of the Company and its subsidiaries taken as a whole the effect of
which is, in the judgment of the Purchaser, so material and adverse as to make
it impracticable or inadvisable to enforce contracts for the sale of such Note,
(ii) there shall have been any decrease in the rating of any of the Company's
first mortgage bonds by Moody's Investors Service Inc. or Standard & Poor's
Corporation the effect of which is, in the judgment of the Purchaser, so
material and adverse as to make it impracticable or inadvisable to enforce
contracts for the sale of such Notes, (iii) trading in securities generally on
the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (iv) a general moratorium
on commercial banking activities shall have been declared by either Federal or
New York State authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United States shall have
occurred, (v) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war or
other calamity or crisis the effect of which is such as to make it, in the
judgment of the Purchaser, impracticable or inadvisable to proceed with the
public offering or the delivery of the Notes on the terms and in the manner
contemplated in the Prospectus or (vi) there shall have occurred any adverse
change in national or international financial, political or economic conditions
the effect of which is such as to make it, in the judgment of the Purchaser,
impracticable or inadvisable to proceed with the public offering or the delivery
of the Notes on the terms and in the manner contemplated in the Prospectus.
15
9. Survival of Certain Provisions. The respective
representations, warranties, indemnities and other statements of the Company or
its officers and of you set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on
behalf of you or the Company or any of the persons referred to in Section 7
hereof, and will survive delivery of and payment for the Notes. The provisions
of Sections 4(g) and 7 hereof shall survive the termination or cancellation of
this Agreement. The provisions of this Agreement applicable to any purchase of a
Note for which an agreement to purchase exists prior to the termination hereof
shall survive any termination of this Agreement. If at the time of termination
of this Agreement any Purchaser shall own any Notes with the intention of
selling them, the provisions of Section 4 shall remain in effect until such
Notes are sold by the Purchaser.
10. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to any of you, will be mailed, delivered
or telegraphed and confirmed to such of you, at the address specified in
Schedule I hereto; or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at 1221 W. Idaho Street, Boise, Idaho
83702-5627, attention of the Secretary.
11. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto, their respective successors, the controlling
persons referred to in Section 7 hereof and no other person will have any right
or obligation hereunder.
12. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
13. Counterparts. This Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
16
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and you.
Very truly yours,
IDAHO POWER COMPANY
By: /s/ Darrel T. Anderson
------------------------------------
Darrel T. Anderson
Vice President, Chief Financial
Officer and Treasurer
The foregoing Agreement is hereby confirmed and accepted as of the date hereof.
BANC OF AMERICA SECURITIES LLC
By: /s/ Peter Carbone
-------------------------------
Name: Peter Carbone
Title: Vice President
BANC ONE CAPITAL MARKETS, INC.
By: /s/ Robert Nordlinger
-------------------------------
Name: Robert Nordlinger
Title: Managing Director
MCDONALD INVESTMENTS INC.
By: /s/ Andrew T. Redinger
-------------------------------
Name: Andrew T. Redinger
Title: Sr. Vice President
U.S. BANCORP PIPER JAFFRAY INC.
By: /s/ Robert A. Krueger
-------------------------------
Name: Robert A. Krueger
Title: Managing Director
WACHOVIA SECURITIES, INC.
By: /s/ Keith Mauney
-------------------------------
Name: Keith Mauney
Title: Managing Director
WELLS FARGO BROKERAGE SERVICES, LLC
By: /s/ Joseph W. Glenn
-------------------------------
Name: Joseph W. Glenn
Title: Vice President
SCHEDULE I
Commissions:
The Company agrees to pay each Agent a commission equal to the
following percentage of the principal amount of each Note sold on an agency
basis by such Agent:
Term Commission Rate
---- ---------------
9 months to less than 12 months 0.125%
12 months to less than 18 months 0.150
18 months to less than 2 years 0.200
2 years to less than 3 years 0.250
3 years to less than 4 years 0.350
4 years to less than 5 years 0.450
5 years to less than 6 years 0.500
6 years to less than 7 years 0.550
7 years to less than 10 years 0.600
10 years to less than 15 years 0.625
15 years to less than 20 years 0.675
20 years or more 0.750
Unless otherwise specified in the applicable Terms Agreement, the
discount or commission payable to a Purchaser shall be determined on the basis
of the commission schedule set forth above.
Address for Notice to Agents:
Notices to (1) Banc of America Securities LLC shall
be directed to it at Bank of America
Corporate Center, 100 North Tryon Street,
Charlotte, NC 28255
Attention of MTN Desk
Tel: 704-388-4809
Fax: 704-388-9939
Notices to (2) Banc One Capital Markets, Inc. shall be directed
to it at One Bank One Plaza, Suite IL1-0595, Chicago, IL 60670
Attention of Investment Grade Securities
Tel: 312-732-7259
Fax: 312-732-4773
Notices to (3) McDonald Investments Inc. shall be directed to it
at 800 Superior Avenue, Cleveland, OH 44114
Attention of Andrew T. Redinger
Tel: 216-443-2305
Fax: 216-443-2993
Notices to (4) U.S. Bancorp Piper Jaffray Inc. shall be directed
to it at 111 SW Fifth Avenue, Suite 1900, Portland, OR 97204
Attention of Darryl May
Corporate Finance
Tel: 503-275-4920
Fax: 503-275-3490
Notices to (5) Wachovia Securities, Inc. shall be directed to it
at 301 South College, Charlotte, NC 28288
Attention of Jim Williams
Tel: (704) 383-8766
Fax: (704) 383-9519
Notices to (6) Wells Fargo Brokerage Services, LLC shall be
directed to it at 608 Second Avenue South, Suite 900, MAC
N9303-097, Minneapolis, MN 55479
Attention of Joseph W. Glenn
Tel: 612-667-3774
Fax: 612-667-4744
2
EXHIBIT A
IDAHO POWER COMPANY
First Mortgage Bonds,
Secured Medium-Term Notes, Series E, Administrative Procedures
Book-Entry Form
The First Mortgage Bonds, Secured Medium-Term Notes, Series E,
Due from Nine Months to Thirty Years from Date of Issue (the "Notes") of Idaho
Power Company (the "Company") are to be offered on a continuing basis. Banc of
America Securities LLC, Banc One Capital Markets, Inc., McDonald Investments
Inc., U.S. Bancorp Piper Jaffray Inc., Wachovia Securities, Inc. and Wells Fargo
Brokerage Services, LLC, as agents (each an "Agent"), have agreed to use their
reasonable best efforts to solicit purchases of Notes issued in fully registered
form. The Agents will not be obligated to purchase Notes for their own account.
The Notes are being sold pursuant to a Selling Agency Agreement between the
Company and the agents named therein (including the Agents) dated the date
hereof (the "Agency Agreement"). The Notes have been registered with the
Securities and Exchange Commission (the "Commission"). The Notes will be issued
under the Company's Indenture of Mortgage and Deed of Trust, dated as of October
1, 1937, between the Company and Deutsche Bank Trust Company Americas, formerly
known as Bankers Trust Company (the "Trustee") and R.G. Page (Stanley Burg,
successor individual trustee), as trustees, as supplemented, pursuant to the
Thirty-seventh Supplemental Indenture dated as of April 1, 2003 (the
"Indenture").
The Agency Agreement provides that Notes may also be purchased by
an Agent acting solely as principal and not as agent. In the event of any such
purchase, the functions of both the Agent and the beneficial owner under the
administrative procedures set forth below shall be performed by such Agent
acting solely as principal, unless otherwise agreed to between the Company and
such Agent acting as principal.
Each Note will be represented by a Global Security (as defined
hereinafter) delivered to Deutsche Bank Trust Company Americas ("Deutsche Bank")
as agent for The Depository Trust Company ("DTC"), and recorded in the
book-entry system maintained by DTC (a "Book-Entry Note"). An owner of a
Book-Entry Note will not be entitled to receive a certificate representing such
Note.
The procedures to be followed during, and the specific terms of,
the solicitation of orders by the Agents and the sale as a result thereof by the
Company are explained below. Administrative and record-keeping responsibilities
will be handled for the Company by its Finance Department. The Company will
advise the Agents and the Trustee in writing of those persons handling
administrative responsibilities with whom the Agents and the Trustee are to
communicate regarding orders to purchase Notes and the details of their
delivery.
Administrative procedures and specific terms of the offering are
explained below. Book-Entry Notes will be issued in accordance with the
administrative procedures set forth below, as adjusted in accordance with
changes in DTC's operating requirements. Unless otherwise defined herein, terms
defined in the Indenture and the Notes shall be used herein as
<Page>
therein defined. Only fixed rate Notes may be issued. To the extent the
procedures set forth below conflict with the provisions of the Notes, the
Indenture, DTC's operating requirements or the Agency Agreement, the relevant
provisions of the Notes, the Indenture, DTC's operating requirements and the
Agency Agreement shall control.
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, Deutsche Bank will
perform the custodial, document control and administrative functions described
below, in accordance with its respective obligations under a Letter of
Representations from the Company and Deutsche Bank to DTC dated as of November
21, 2000, a Bring-Down Letter of Representations from the Company and Deutsche
Bank to DTC dated as of April 9, 2003 and a Medium-Term Note Certificate
Agreement between Deutsche Bank and DTC, dated as of October 21, 1988, and its
obligations as a participant in DTC, including DTC's Same-Day Funds Settlement
system ("SDFS").
Issuance: On any date of settlement (as defined under
- -------- "Settlement" below) for one or more Book-Entry
Notes, the Company will issue a single global
security in fully registered form without coupons
(a "Global Security") representing up to
$250,000,000 principal amount of all such
Book-Entry Notes that have the same Issue Date,
original issue discount provisions, if any,
Interest Payment Dates, Regular Record Dates,
redemption, repayment and extension provisions,
if any, Maturity Date, and interest rate
(collectively, the "Terms"). Each Global Security
will be dated and issued as of the date of its
authentication by the Trustee. Each Global
Security will bear an original issue date, which
will be (i) with respect to an original Global
Security (or any portion thereof), the original
issue date specified in such Global Security and
(ii) following a consolidation of Global
Securities, with respect to the Global Security
resulting from such consolidation, the most
recent Interest Payment Date to which interest
has been paid or duly provided for on the
predecessor Global Securities, regardless of the
date of authentication of such resulting Global
Security. No Global Security will represent any
securities in certificated form.
Identification Numbers: The Company has arranged with the CUSIP Service
- ---------------------- Bureau of Standard & Poor's Corporation (the
"CUSIP Service Bureau") for the reservation of a
series of CUSIP numbers, which series consists of
approximately 900 CUSIP numbers and relates to
Global Securities representing Book-Entry Notes
and book-entry medium-term notes issued by the
Company with other series designations. Deutsche
Bank, the Company and DTC have obtained from the
CUSIP Service Bureau a written list of such
reserved CUSIP numbers. Deutsche Bank will assign
CUSIP numbers to Global Securities as described
below under Settlement Procedure "B". DTC will
notify the CUSIP Service Bureau periodically of
the CUSIP numbers that Deutsche Bank has assigned
to Global Securities.
A-2
Deutsche Bank will notify the Company at any time
when fewer than 100 of the reserved CUSIP numbers
remain unassigned to Global Securities, and, if
it deems necessary, the Company will reserve
additional CUSIP numbers for assignment to Global
Securities. Upon obtaining such additional CUSIP
numbers, Deutsche Bank or the Company shall
deliver a list of such additional CUSIP numbers
to DTC.
Registration: Global Securities will be issued only in fully
- ------------ registered form without coupons. Each Global
Security will be registered in the name of Cede &
Co., as nominee for DTC, or such other name as
may be requested by DTC, on the bond register for
the Notes maintained under the Indenture. The
beneficial owner of a Book-Entry Note (or one or
more indirect participants in DTC designated by
such owner) will designate one or more
participants in DTC (with respect to such
Book-Entry Note, the "Participants") to act as
agent or agents for such owner in connection with
the book-entry system maintained by DTC, and DTC
will record in book-entry form, in accordance
with instructions provided by such Participants,
a credit balance with respect to such beneficial
owner in such Book-Entry Note in the account of
such Participants. The ownership interest of such
beneficial owner (or such participant) in such
Book-Entry Note will be recorded through the
records of such Participants or through the
separate records of such Participants and one or
more indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be
- ---------- accomplished by book entries made by DTC and, in
turn, by Participants (and in certain cases, one
or more indirect participants in DTC) acting on
behalf of beneficial transferors and transferees
of such Note.
Exchanges: After the first Interest Payment Date on
- --------- individual issues of the Notes, Deutsche Bank may
deliver to DTC's Reorganization Department,
Interactive Data Control and the CUSIP Service
Bureau at any time a written notice of
consolidation (a copy of which shall be attached
to the resulting Global Security described below)
specifying (i) the CUSIP numbers of two or more
outstanding Global Securities that represent
Book-Entry Notes having the same Terms and for
which interest has been paid to the same date,
(ii) a date, occurring at least thirty days after
such written notice is delivered and at least
thirty days before the next Interest Payment Date
for such Book-Entry Notes, on which such Global
Securities shall be exchanged for a single
replacement Global Security and (iii) a new CUSIP
number to be assigned to such replacement Global
Security. Upon receipt of such a notice, DTC will
send to its participants (including Deutsche
Bank) a written reorganization notice to the
effect that such exchange will occur on such
date. Prior to the specified exchange date,
Deutsche Bank will deliver to the CUSIP Service
Bureau a written reorganization notice setting
forth such exchange date and such new CUSIP
number and stating that, as of
A-3
such exchange date, the CUSIP numbers of the
Global Securities to be exchanged will no longer
be valid. On the specified exchange date,
Deutsche Bank will exchange such Global
Securities for a single Global Security bearing
the new CUSIP number and the CUSIP numbers of the
exchanged Global Securities will, in accordance
with CUSIP Service Bureau procedures, be
cancelled and not immediately reassigned.
Maturities: Each Book-Entry Note will mature on a date not
- ---------- less than nine months nor more than thirty years
after the Issue Date for such Note.
Denominations: Book-Entry Notes will be issued in principal
- ------------- amounts of $1,000 or any amount in excess thereof
that is an integral multiple of $1,000.
Interest: General. Interest, if any, on each Book-Entry
- -------- Note will accrue from the Original Interest
Accrual Date for the first interest period or the
last date to which interest has been paid, if
any, for each subsequent interest period, on the
Global Security representing such Book-Entry
Note, and will be calculated and paid in the
manner described in such Book-Entry Note and in
the Prospectus (as defined in the Agency
Agreement), as supplemented by the applicable
Pricing Supplement. Unless otherwise specified
therein, each payment of interest on a Book-Entry
Note will include interest accrued to but
excluding the Interest Payment Date or to but
excluding Maturity (other than a Maturity of a
Book-Entry Note occurring on the 31st day of a
month, in which case such payment of interest
will include interest accrued to but excluding
the 30th day of such month). Interest payable at
the Maturity of a Book-Entry Note will be payable
to the Person to whom the principal of such Note
is payable. Standard & Poor's Corporation will
use the information received in the pending
deposit message described under Settlement
Procedure "C" below in order to include the
amount of any interest payable and certain other
information regarding the related Global Security
in the appropriate (daily or weekly) bond report
published by Standard & Poor's Corporation.
Regular Record Dates. Unless otherwise specified
pursuant to Settlement Procedure "A" below, the
Regular Record Dates with respect to the Interest
Payment Dates set forth below shall be March 15
and September 15.
Interest Payment Dates. Unless otherwise
specified pursuant to Settlement Procedure "A"
below, interest payments on Book-Entry Notes will
be made semiannually on April 1 and October 1 of
each year and at Maturity; provided, however,
that if an Interest Payment Date for a Book-Entry
Note is not a Business Day, the payment due on
such day shall be made on the next succeeding
Business Day and no interest shall accrue on such
payment for the period from and after such
Interest Payment Date; provided further, that in
the case of a Book-Entry Note
A-4
issued between a Regular Record Date and an
Interest Payment Date, the first interest payment
will be made on the Interest Payment Date
following the next succeeding Regular Record
Date.
Calculation of Interest: Interest on Book-Entry Notes (including interest
- ----------------------- for partial periods) will be calculated on the
basis of a 360-day year of twelve 30-day months.
Payment of Principal and Payment of Interest Only. Promptly after each
Interest: Regular Record Date, Deutsche Bank will deliver
- ------------------------ to the Company and DTC's Dividend Department a
written notice setting forth, by CUSIP number,
the amount of interest to be paid on each Global
Security on the following Interest Payment Date
(other than an Interest Payment Date coinciding
with Maturity) and the total of such amounts. DTC
will confirm the amount payable on each Global
Security on such Interest Payment Date by
reference to the appropriate (daily or weekly)
bond reports published by Standard & Poor's
Corporation. The Company will pay to Deutsche
Bank, as paying agent, the total amount of
interest due on such Interest Payment Date (other
than at Maturity), and Deutsche Bank will pay
such amount to DTC, at the times and in the
manner set forth below under "Manner of Payment".
Payments at Maturity. On or about the first
Business Day of each month, Deutsche Bank will
deliver to the Company and DTC a written list of
principal and interest to be paid on each Global
Security maturing in the following month.
Deutsche Bank, the Company and DTC will confirm
the amounts of such principal and interest
payments with respect to each such Global
Security on or about the fifth Business Day
preceding the Maturity of such Global Security.
On or before Maturity, the Company will pay to
Deutsche Bank, as paying agent, the principal
amount of such Global Security, together with
interest due at such Maturity. Deutsche Bank will
pay such amount to DTC at the times and in the
manner set forth below under "Manner of Payment".
If any maturity of a Global Security representing
Book-Entry Notes is not a Business Day, the
payment due on such day shall be made on the next
succeeding Business Day and no interest shall
accrue on such payment for the period from and
after such Maturity. Promptly after payment to
DTC of the principal and interest due at Maturity
of such Global Security, the Trustee will cancel
such Global Security in accordance with the
Indenture and so advise the Company. On the first
Business Day of each month, Deutsche Bank will
deliver to the Company a written statement
indicating the total principal amount of
Outstanding Global Securities as of the
immediately preceding Business Day. If the
Maturity of a Book-Entry Note is not a Business
Day, the payment due on such day shall be made on
the next succeeding Business Day and no interest
shall accrue on such payment for the period from
and after such Maturity.
A-5
Manner of Payment. The total amount of any principal and interest
- ------------------ due on Global Securities on any Interest Payment
Date or at Maturity shall be paid by the Company
to Deutsche Bank in immediately available funds
on such date. The Company will make such payment
on such Global Securities by wire transfer to
Deutsche Bank, to the following account:
Deutsche Bank Trust Company Americas
Corp Trust and Agency Services
ABA #: 021001033
Account Number: 01419647
Reference: Idaho Power First Mortgage Bonds.
Prior to 10 A.M. (New York City time) on the date
of Maturity or as soon as possible thereafter,
Deutsche Bank will pay by separate wire transfer
(using Fedwire message entry instructions in a
form previously specified by DTC) to an account
at the Federal Reserve Bank of New York
previously specified by DTC, in funds available
for immediate use by DTC, each payment of
principal (together with interest thereon) due on
a Global Security on such date. On each Interest
Payment Date (other than at Maturity), interest
payments shall be made to DTC, in funds available
for immediate use by DTC, in accordance with
existing arrangements between Deutsche Bank and
DTC. On each such date, DTC will pay, in
accordance with its SDFS operating procedures
then in effect, such amounts in funds available
for immediate use to the respective Participants
in whose names the Book-Entry Notes represented
by such Global Securities are recorded in the
book-entry system maintained by DTC. Neither the
Company nor Deutsche Bank shall have any direct
responsibility or liability for the payment by
DTC to such Participants of the principal of and
interest on the Book-Entry Notes.
Withholding Taxes. The amount of any taxes
required under applicable law to be withheld from
any interest payment on a Book-Entry Note will be
determined and withheld by the Participant,
indirect participant in DTC or other Person
responsible for forwarding payments and materials
directly to the beneficial owner of such Note.
Procedures upon Company's Company Notice to Trustee Regarding Exercise of
Exercise of Optional Optional Redemption. At least 35 days prior to
Redemption: the date on which it intends to redeem a
- ------------------------- Book-Entry Note, the Company will notify the
Trustee that it is exercising such option with
respect to such Book-Entry Note on such date.
Trustee Notice to DTC Regarding Company's
Exercise of Optional Redemption. After receipt of
notice that the Company is exercising its option
to redeem a Book-Entry Note, the Trustee will, at
least 30 days
A-6
before the redemption date for such Book-Entry
Note, deliver to DTC a notice identifying such
Book-Entry Note by CUSIP number and informing DTC
of the Company's exercise of such option with
respect to such Book-Entry Note.
Deposit of Redemption Price. On or before any
redemption date, the Company shall deposit with
such Trustee an amount of money sufficient to pay
the redemption price, plus interest accrued to
such redemption date, for all the Book-Entry
Notes or portions thereof which are to be repaid
on such redemption date. Such Trustee will use
such money to repay such Book-Entry Notes
pursuant to the terms set forth in such Notes.
Procedure for Rate Setting The Company and the Agents will discuss from time
and Posting: to time the aggregate principal amount of, the
- --------------------------- issuance price of, and the interest rates to be
borne by, Book-Entry Notes that may be sold as a
result of the solicitation of orders by the
Agents. If the Company decides to set prices of,
and rates borne by, any Book-Entry Notes in
respect of which the Agents are to solicit orders
(the setting of such prices and rates to be
referred to herein as "posting") or if the
Company decides to change prices or rates
previously posted by it, it will promptly advise
the Agents of the prices and rates to be posted.
Acceptance and Rejection of Unless otherwise instructed by the Company, each
Orders: Agent will advise the Company promptly by
- ---------------------------- telephone of all orders to purchase Book-Entry
Notes received by such Agent, other than those
rejected by it in whole or in part in the
reasonable exercise of its discretion. Unless
otherwise agreed by the Company and the Agents,
the Company has the sole right to accept orders
to purchase Book-Entry Notes and may reject any
such orders in whole or in part.
Preparation of Pricing If any order to purchase a Book-Entry Note is
Supplement: accepted by or on behalf of the Company, the
- ----------------------- Company will prepare a pricing supplement (a
"Pricing Supplement") reflecting the applicable
interest rates and other terms of such Book-Entry
Note and will arrange to have such Pricing
Supplement filed with the Commission in
accordance with the applicable paragraph of Rule
424(b) under the Act and will supply at least ten
copies thereof (and additional copies if
requested) to the Agent which presented the order
(the "Presenting Agent"). The Presenting Agent
will cause a Prospectus and Pricing Supplement to
be delivered to the purchaser of such Book-Entry
Note.
In each instance that a Pricing Supplement is
prepared, the Presenting Agent will affix the
Pricing Supplement to Prospectuses prior to their
use. Outdated Pricing Supplements (other than
those retained for files) will be destroyed.
A-7
Suspension of Solicitation; The Company reserves the right, in its sole
Amendment or Supplement: discretion, to instruct the Agents to suspend at
- ---------------------------- any time, for any period of time or permanently,
the solicitation of orders to purchase Book-Entry
Notes. Upon receipt of such instructions, the
Agents will forthwith suspend solicitation until
such time as the Company has advised them that
such solicitation may be resumed.
In the event that at the time the Company
suspends solicitation of purchases there shall be
any orders outstanding for settlement, the
Company will promptly advise the Agents and
Deutsche Bank whether such orders may be settled
and whether copies of the Prospectus as in effect
at the time of the suspension, together with the
appropriate Pricing Supplement, may be delivered
in connection with the settlement of such orders.
The Company will have the sole responsibility for
such decision and for any arrangements that may
be made in the event that the Company determines
that such orders may not be settled or that
copies of such Prospectus may not be so
delivered.
If the Company decides to amend or supplement the
Registration Statement (as defined in the Agency
Agreement) or the Prospectus, it will promptly
advise the Agents and furnish the Agents with the
proposed amendment or supplement and with such
certificates and opinions as are required, all to
the extent required by and in accordance with the
terms of the Agency Agreement. Subject to the
provisions of the Agency Agreement, the Company
may file with the Commission any such supplement
to the Prospectus relating to the Notes. The
Company will provide the Agents and Deutsche Bank
with copies of any such supplement, and confirm
to the Agents that such supplement has been filed
with the Commission pursuant to the applicable
paragraph of Rule 424(b).
Procedures For Rate Changes: When the Company has determined to change the
- --------------------------- interest rates of Book-Entry Notes being offered,
it will promptly advise the Agents and the Agents
will forthwith suspend solicitation of orders.
The Agents will telephone the Company with
recommendations as to the changed interest rates.
At such time as the Company has advised the
Agents of the new interest rates, the Agents may
resume solicitation of orders. Until such time
only "indications of interest" may be recorded.
Delivery of Prospectus: A copy of the Prospectus (including the
- ---------------------- Prospectus Supplement) and a Pricing Supplement
relating to a Book-Entry Note must accompany or
precede the earliest of any written offer of such
Book-Entry Note, confirmation of the purchase of
such Book-Entry Note and payment for such
Book-Entry Note by its purchaser. If notice of a
change in the terms of the Book-Entry Notes is
received by the Agents between the time an order
for a Book-Entry Note is placed and the time
written confirmation thereof is sent by the
Presenting Agent to a customer or his
A-8
agent, such confirmation shall be accompanied by
a Prospectus and Pricing Supplement setting forth
the terms in effect when the order was placed.
Subject to "Suspension of Solicitation; Amendment
or Supplement" above, the Presenting Agent will
deliver a Prospectus and Pricing Supplement as
herein described with respect to each Book-Entry
Note sold by it. The Company will make such
delivery if such Book-Entry Note is sold directly
by the Company to a purchaser (other than an
Agent).
Confirmation: For each order to purchase a Book-Entry Note
- ------------ solicited by any Agent and accepted by or on
behalf of the Company, the Presenting Agent will
issue a confirmation to the purchaser, with a
copy to the Company, setting forth the details
set forth above and delivery and payment
instructions.
Settlement: The receipt by the Company of immediately
- ---------- available funds in payment for a Book-Entry Note
and the authentication and issuance of the Global
Security representing such Book-Entry Note shall
constitute "settlement" with respect to such
Book-Entry Note. All orders accepted by the
Company will be settled on the third Business Day
following the date of sale of such Book-Entry
Note pursuant to the timetable for settlement set
forth below unless the Company and the purchaser
agree to settlement on another day which shall be
no earlier than the next Business Day following
the date of sale.
Settlement Procedures: Settlement Procedures with regard to each
- --------------------- Book-Entry Note sold by the Company through any
Agent, as agent, shall be as follows:
A. The Presenting Agent will advise the Company
by telephone (confirmed in writing) of the
following settlement information:
1. Exact name of the purchaser.
2. Principal amount.
3. Issue Date.
4. Original Interest Accrual Date.
5. Settlement date.
6. Interest rate.
7. Interest Payment Dates, if other than April 1
and October 1.
8. Regular Record Dates, if other than March 15
and September 15.
A-9
9. Redemption provisions, if any.
10. Maturity date.
11. Purchase Price.
12. Presenting Agent's commission, determined as
provided in Section 2 of the Agency
Agreement and certification that the
purchasers were solicited solely by such
Agent.
13. Net proceeds to the Company.
B. Deutsche Bank will assign a CUSIP number to
the Global Security representing such Book-Entry
Note and the Company will advise Deutsche Bank by
telephone (confirmed in writing at any time on
the same date) or electronic transmission of the
information set forth in Settlement Procedure "A"
above, such CUSIP number and the name of the
Presenting Agent. Deutsche Bank will also notify
the Presenting Agent by telephone of such CUSIP
number as soon as practicable. Each such
communication by the Company shall constitute a
representation and warranty by the Company to
Deutsche Bank and the Presenting Agent that (i)
such Note is then, and at the time of issuance
and sale thereof will be, duly authorized for
issuance and sale by the Company, (ii) such Note,
and the Global Security representing such Note,
will conform with the terms of the Indenture for
such Note, and (iii) upon authentication and
delivery of such Global Security, the aggregate
initial offering price of all Notes issued under
the Indenture will not exceed $250,000,000
(except for Book-Entry Notes represented by
Global Securities authenticated and delivered in
exchange for or in lieu of Global Securities
pursuant to the Indenture).
C. Deutsche Bank will enter a pending deposit
message through DTC's Participant Terminal System
providing the following settlement information to
DTC (which shall route such information to
Standard & Poor's Corporation) and the Presenting
Agent:
1. The information set forth in Settlement
Procedure "A".
2. Initial Interest Payment Date for such
Book-Entry Note, number of days by which such
date succeeds the related Regular Record Date and
amount of interest payable on such Interest
Payment Date.
3. CUSIP number of the Global Security
representing such Book-Entry Note.
A-10
4. Whether such Global Security will represent
any other Book-Entry Note (to the extent known at
such time).
D. To the extent the Company has not already done
so, the Company will deliver to the Trustee a
Global Security in a form that has been approved
by the Company, the Agents and the Trustee.
E. The Trustee will complete such Book-Entry
Note, stamp the appropriate legend, as instructed
by DTC, if not already set forth thereon, and
authenticate the Global Security representing
such Book-Entry Note.
F. DTC will credit such Book-Entry Note to
Deutsche Bank's participant account at DTC.
G. Deutsche Bank will enter an SDFS deliver order
through DTC's Participant Terminal System
instructing DTC to (i) debit such Book-Entry Note
to Deutsche Bank's participant account and credit
such Book-Entry Note to the Presenting Agent's
participant account and (ii) debit the Presenting
Agent's settlement account and credit Deutsche
Bank's settlement account for an amount equal to
the price of such Book-Entry Note less the
Presenting Agent's commission. The entry of such
a deliver order shall constitute a representation
and warranty by Deutsche Bank to DTC that (i) the
Global Security representing such Book-Entry Note
has been issued and authenticated and (ii)
Deutsche Bank is holding such Global Security
pursuant to the Medium-Term Note Certificate
Agreement between Deutsche Bank and DTC.
H. The Presenting Agent will enter an SDFS
deliver order through DTC's Participant Terminal
System instructing DTC (i) to debit such
Book-Entry Note to the Presenting Agent's
participant account and credit such Book-Entry
Note to the participant accounts of the
Participants with respect to such Book-Entry Note
and (ii) to debit the settlement accounts of such
Participants and credit the settlement account of
the Presenting Agent for an amount equal to the
price of such Book-Entry Note.
I. Transfers of funds in accordance with SDFS
deliver orders described in Settlement Procedures
"G" and "H" will be settled in accordance with
SDFS operating procedures in effect on the
settlement date.
A-11
J. Deutsche Bank will, upon receipt of funds from
the Presenting Agent in accordance with
Settlement Procedure "G", wire transfer to the
Company funds available for immediate use in the
amount transferred to Deutsche Bank in accordance
with Settlement Procedure "G". Payments made
pursuant to this Settlement Procedure "J" will be
made to an account maintained by the Company at
Wells Fargo Bank (RTN: 121000248, Account Number:
4000033514).
K. The Presenting Agent will confirm the purchase
of such Book-Entry Note to the purchaser either
by transmitting to the Participants with respect
to such Book-Entry Note a confirmation order or
orders through DTC's institutional delivery
system or by mailing a written confirmation to
such purchaser.
Settlement Procedures For orders of Book-Entry Notes solicited by any
Timetable: Agent and accepted by the Company for settlement
- ---------------------- on the first Business Day after the sale date,
Settlement Procedures "A" through "K" set forth
above shall be completed as soon as possible but
not later than the respective times (New York
City time) set forth below:
Settlement
Procedure Time
--------- ----
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 3:00 P.M. on the day before settlement
E 9:00 A.M. on settlement date
F 10:00 A.M. on settlement date
G-H 2:00 P.M. on settlement date
I 4:45 P.M. on settlement date
J-K 5:00 P.M. on settlement date
If a sale is to be settled more than one Business
Day after the sale date, Settlement Procedures
"A", "B" and "C" shall be completed as soon as
practicable but no later than 11:00 A.M. and
12:00 Noon on the first Business Day after the
sale date and no later than 2:00 P.M. on the
Business Day before the settlement date,
respectively. Settlement Procedure "I" is subject
to extension in accordance with any extension of
Fedwire closing deadlines and in the other events
specified in SDFS operating procedures in effect
on the settlement date.
If settlement of a Book-Entry Note is rescheduled
or cancelled, Deutsche Bank will deliver to DTC,
through DTC's Participant Terminal System, a
cancellation message to such effect by no later
than 2:00 P.M. on the Business Day immediately
preceding the scheduled settlement
A-12
<Page>
date.
Failure to Settle: If Deutsche Bank fails to enter an SDFS deliver
- ----------------- order with respect to a Book-Entry Note pursuant
to Settlement Procedure "G", Deutsche Bank may
deliver to DTC, through DTC's Participant
Terminal System, as soon as practicable, a
withdrawal message instructing DTC to debit such
Book-Entry Note to Deutsche Bank's participant
account. DTC will process the withdrawal message,
provided that Deutsche Bank's participant account
contains a principal amount of the Global
Security representing such Book-Entry Note that
is at least equal to the principal amount to be
debited. If a withdrawal message is processed
with respect to all the Book-Entry Notes
represented by a Global Security, the Trustee
will cancel such Global Security in accordance
with the Indenture and so advise the Company and
will make appropriate entries in its records. The
CUSIP number assigned to such Global Security
shall, in accordance with CUSIP Service Bureau
procedures, be canceled and not immediately
reassigned. If a withdrawal message is processed
with respect to one or more, but not all, of the
Book-Entry Notes represented by a Global
Security, Deutsche Bank will exchange such
Book-Entry Note for two Global Securities, one of
which shall represent such Book-Entry Notes and
shall be cancelled immediately after issuance and
the other of which shall represent the other
Book-Entry Notes previously represented by the
surrendered Global Security and shall bear the
CUSIP number of the surrendered Global Security.
If the purchase price for any Book-Entry Note is
not timely paid to the Participants with respect
to such Note by the beneficial purchaser thereof
(or a Person, including an indirect participant
in DTC, acting on behalf of such purchaser), such
Participants and, in turn, the Presenting Agent
may enter SDFS deliver orders through DTC's
Participant Terminal System reversing the orders
entered pursuant to Settlement Procedures "H" and
"G", respectively. The Presenting Agent will
notify the Company by telephone of such failure.
Thereafter, Deutsche Bank will deliver the
withdrawal message and take the related actions
described in the preceding paragraph.
Notwithstanding the foregoing, upon any failure
to settle with respect to a Book-Entry Note, DTC
may take any actions in accordance with its SDFS
operating procedures then in effect. In the event
of a failure to settle with respect to one or
more, but not all, of the Book-Entry Notes to
have been represented by a Global Security,
Deutsche Bank will provide, in accordance with
Settlement Procedure "E", for the authentication
and issuance of a Global Security representing
the other Book-Entry Notes to have been
represented by such Global Security and will make
appropriate entries in its records.
Deutsche Bank Not to Risk Nothing herein shall be deemed to require
Funds: Deutsche Bank to risk or
- --------------------------
A-13
expend its own funds in connection with any
payment to the Company, DTC, the Agents or the
purchaser, it being understood by all parties
that payment made by Deutsche Bank to the
Company, DTC, the Agents or the purchaser shall
be made only to the extent that funds are
provided to Deutsche Bank for such purpose.
Authenticity The Company will cause Deutsche Bank to furnish
of Signatures: the Agents from time to time with the specimen
- ------------- signatures of each of Deutsche Bank's officers,
employees or agents who have been authorized by
Deutsche Bank to authenticate Book-Entry Notes,
but the Agents will have no obligation or
liability to the Company or Deutsche Bank in
respect of the authenticity of the signature of
any officer, employee or agent of the Company or
Deutsche Bank on any Book-Entry Note.
Advertising Costs: The Company will determine with the Agents the
- ------------------ amount of advertising that may be appropriate in
soliciting offers to purchase the Book-Entry
Notes. Advertising expenses will be paid by the
Company.
Periodic Statements from Periodically, Deutsche Bank will send to the
Deutsche Bank: Company a statement setting forth the principal
- ------------------------ amount of Book-Entry Notes outstanding as of that
date and setting forth a brief description of any
sales of Book-Entry Notes of which the Company
has advised Deutsche Bank but which have not yet
been settled.
A-14
EXHIBIT B
Idaho Power Company
First Mortgage Bonds,
Secured Medium Term Notes, Series E
Due from Nine Months
to Thirty Years from Date of Issue
TERMS AGREEMENT
Idaho Power Company
1221 W. Idaho St.
Boise, Idaho 83702-5627
Attention:
Subject in all respects to the terms and conditions of the
Selling Agency Agreement (the "Agreement") dated April 15, 2003, between
[Agents], and you, the undersigned agrees to purchase the following Notes of
Idaho Power Company:
[Add additional terms as may be needed to identify Notes.]
Aggregate Principal Amount: $
Issue Date:
Original Interest Accrual Date:
Interest Rate:
Maturity Date:
Interest Payment Dates:
Regular Record Dates:
Discount or Commission: % of Principal Amount
Purchase Price: % of Principal Amount [plus accrued
interest from __________, 20__]
Settlement Date:
Price to Public:
Purchase Date and Time:
Place for Delivery of Notes and
Payment Therefor:
Method of Payment: [same day funds]
Redemption Provisions, if any:
Modification, if any, in the requirements to
deliver the documents specified in Section
6(b) of the Agreement:
Period during which additional
Notes may not be sold pursuant to
Section 4(1) of the Agreement:
Syndicate Provisions:
(Set forth any provisions relating to
underwriters' default and step-up of
amounts to be purchased.)
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
[Purchaser]
By:
-------------------------------------
Accepted:
Idaho Power Company
By:
---------------------------------
Title:
B-2
EXHIBIT C
Pursuant to Section 5(e) of the Selling Agency Agreement, the
accountants shall furnish a letter to the Agents to the effect that:
(i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable rules and regulations thereunder adopted by the SEC;
(ii) In their opinion, the consolidated financial statements and
consolidated financial statement schedules audited by them and included or
incorporated by reference in the Registration Statement or the Prospectus comply
as to form in all material respects with the applicable accounting requirements
of the Act or the Exchange Act, as applicable, and the related rules and
regulations adopted by the SEC, and, if applicable, they have performed the
procedures specified by the American Institute of Certified Public Accountants
for a review of interim financial information as described in SAS No. 71,
Interim Financial Information, on the consolidated interim financial statements
for the periods specified in such letter, as indicated in their reports thereon,
copies of which have been furnished to the Agents;
(iii) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company for the
five most recent fiscal years included or incorporated by reference in the
Prospectus and included or incorporated by reference in item 6 of the Company's
Annual Report on Form 10-K for the most recent fiscal year agrees with the
corresponding amounts (after restatement where applicable) in the audited
consolidated financial statements for the five such fiscal years which were
included or incorporated by reference in the Company's Annual Reports on Form
10-K for such fiscal years;
(iv) On the basis of limited procedures, not constituting an audit in
accordance with generally accepted auditing standards, consisting of a reading
of the unaudited financial statements and other information referred to below, a
reading of the latest available interim financial statements of the Company and
its subsidiaries, inspection of the minute books of the Company and its
subsidiaries since the date of the latest audited financial statements included
or incorporated by reference in the Prospectus, inquiries of officials of the
Company and its subsidiaries responsible for financial and accounting matters
and such other inquiries and procedures as may be specified in such letter,
nothing has come to their attention that caused them to believe that:
(A) the unaudited consolidated statements of income,
consolidated statements of comprehensive income, consolidated balance
sheets, consolidated statements of cash flows and consolidated
statements of capitalization included or incorporated by reference in
the Company's Quarterly Reports on Form 10-Q incorporated by reference
in the Prospectus do not comply as to form in all material respects
with the applicable accounting requirements of the Exchange Act as it
applies to Form 10-Q and the related rules and regulations adopted by
the SEC;
(B) any material modifications should be made to the
unaudited consolidated financial statements described in (A), included
or incorporated by reference in the Prospectus, for them to be in
conformity with generally accepted accounting principles;
(C) as of a specified date not more than five days prior to
the date of such letter, there have been any changes in the
consolidated capital stock (except for shares of 4% preferred stock)
or any increase in the consolidated long-term debt of the Company and
its subsidiaries, or any decreases in consolidated net assets or other
items specified by the Agents, in each case as compared with amounts
shown in the latest balance sheet included or incorporated by
reference in the Prospectus, except in each case for changes,
increases or decreases which the Prospectus discloses have occurred or
may occur, for declarations of dividends, or which are described in
such letter; and
(D) for the period from the date of the latest financial
statements included or incorporated by reference in the Prospectus to
the specified date referred to in Clause (C) there were any decreases
in consolidated revenues, net income or earnings on common stock or
other items specified by the Agents, or any increases in any items
specified by the Agents, in each case as compared with the comparable
period of the preceding year and with any other period of
corresponding length specified by the Agents, except in each case for
increases or decreases which the Prospectus discloses have occurred or
may occur, for declarations of dividends, or which are described in
such letter; and
(v) In addition to the audit referred to in their report(s) included
or incorporated by reference in the Prospectus and the limited procedures,
inspection of minute books, inquiries and other procedures referred to in
paragraphs (ii) and (iv) above, they have carried out certain specified
procedures, not constituting an audit in accordance with generally accepted
auditing standards, with respect to certain amounts, percentages and financial
information specified by the Agents which are derived from the general
accounting records of the Company and its subsidiaries, which appear in the
Prospectus (excluding documents incorporated by reference), or in Part II of, or
in exhibits and schedules to, the Registration Statement specified by the Agents
or in documents incorporated by reference in the Prospectus specified by the
Agents, and have compared certain of such amounts, percentages and financial
information with the accounting records of the Company and its subsidiaries and
have found them to be in agreement, except as described in such letter.
All references in this Exhibit C to the Prospectus shall be
deemed to refer to the Prospectus (including the documents incorporated by
reference therein) as amended or supplemented (including the documents
incorporated by reference therein) in relation to the Notes for purposes of the
letter delivered at the Closing Date for such Notes.
C-2
EXHIBIT D
__________, 20__
To the Agents referred to in the Selling Agency Agreement Relating to:
$250,000,000 Principal Amount of
First Mortgage Bonds, Secured Medium-
Term Notes, Series E, of Idaho Power Company
Ladies and Gentlemen:
With reference to the issuance and sale by Idaho Power Company,
an Idaho corporation (the "Company"), pursuant to the Selling Agency Agreement,
dated April 15, 2003 (the "Agency Agreement"), between the Company and you of up
to $250,000,000 aggregate principal amount of First Mortgage Bonds, Secured
Medium-Term Notes, Series E (the "Notes"), to be issued under an Indenture of
Mortgage and Deed of Trust, dated as of October 1, 1937, between the Company and
Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company)
and R.G. Page, as Trustees (Stanley Burg, successor individual trustee) (the
"Trustees"), as supplemented by all indentures supplemental thereto, the latest
such supplemental indenture being the Thirty-seventh Supplemental Indenture,
dated as of April 1, 2003 (said Indenture of Mortgage and Deed of Trust, as so
supplemented, being hereinafter called the "Mortgage"), we advise you that we
are counsel to the Company and in that capacity have reviewed or participated in
the preparation of (1) the Mortgage; (2) the registration statement (File No.
333-103812) relating to the Notes filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") (said registration statement, as amended to the date of effectiveness,
including the documents incorporated by reference therein as of such date
pursuant to Item 12 of Form S-3 (the "Incorporated Documents") being hereinafter
called the "Registration Statement"); (3) the prospectus, dated March 24, 2003
(the "Base Prospectus"), as supplemented by a prospectus supplement relating to
the Notes, dated April 15, 2003 (the "Prospectus Supplement") (such prospectus,
as so supplemented, including the incorporated documents, being hereinafter
referred to as the "Prospectus"); (4) the Agency Agreement and (5) the Bond
Application, dated April 15, 2003 for authentication and delivery of the Notes
in an aggregate principal amount not to exceed $250,000,000 (the "Bond
Application"). Terms not otherwise defined herein shall have the meanings given
to them in the Agency Agreement.
We have reviewed such corporate records, certificates and other
documents as we have considered necessary or appropriate for purposes of this
opinion.
Upon the basis of such review, we are of the opinion that:
(1) The Mortgage has been duly authorized, executed and delivered
by the Company, is a legal, valid and binding instrument enforceable in
accordance with its terms, subject to bankruptcy, insolvency, reorganization or
other laws of general applicability relating to or affecting mortgagees' and
other creditors' rights, and to general principles of equity
(whether considered in a proceeding at law or in equity) and has been qualified
under the Trust Indenture Act of 1939, as amended.
(2) The Notes, when issued and paid for as contemplated in the
Agency Agreement and in an aggregate principal amount, which, together with all
other first mortgage bonds issued and then outstanding under the Mortgage, after
giving effect to the issuance and sale of any Notes and the retirement of any
first mortgage bonds of the Company (including without limitation the Notes as
well as any other first mortgage bonds previously issued by the Company under
the Mortgage) that are concurrently being retired, does not exceed $900,000,000
or such other maximum amount as the Company may establish pursuant to Section 22
and 121 of the Mortgage, as supplemented and amended by all indentures
supplemental thereto as of the date of the issuance of the Notes, will be legal,
valid and binding obligations of the Company enforceable in accordance with
their terms and entitled to the benefit of the security provided by the
Mortgage, subject to bankruptcy, insolvency, reorganization or other laws of
general applicability relating to or affecting mortgagees' and other creditors'
rights and to general principles of equity (whether considered in a proceeding
at law or in equity).
(3) The Agency Agreement has been duly authorized, executed and
delivered by the Company.
(4) The Registration Statement, as of its effective date, and the
Base Prospectus, as supplemented by the Prospectus Supplement, as of the date of
the Prospectus Supplement, complied as to form in all material respects with the
applicable requirements of the Act and the Securities Exchange Act of 1934, as
amended, and the applicable instructions, rules and regulations of the
Commission thereunder; the Registration Statement is effective under the Act;
and, to the best of our knowledge, no proceedings for a stop order with respect
thereto are pending or threatened under Section 8(d) of the Act.
(5) All regulatory consents and approvals required to be obtained
by the Company from any governmental body or bodies in connection with the
Company's issuance and sale of the Notes in the manner set forth in the Agency
Agreement have been obtained and are in effect, except that the order of the
Idaho Public Utilities Commission grants authority to sell the Notes through
March 17, 2005; it being understood that we express no opinion as to any
consents or approvals required to be obtained, or other actions required to be
taken, under the securities or blue sky laws of any jurisdiction.
In passing upon the form of the Registration Statement and the
form of the Base Prospectus, as supplemented by the Prospectus Supplement, we
necessarily assume the correctness and completeness of the representations made
to us and the statements made to us or included in the Registration Statement
and the Base Prospectus, as supplemented by the Prospectus Supplement, by the
Company and take no responsibility therefor. In the course of the preparation by
the Company of the Registration Statement and the Base Prospectus, we had
conferences with certain of its officers and representatives, with other counsel
for the Company and with Deloitte & Touche LLP, the independent certified public
accountants who examined certain of the financial statements included or
incorporated by reference in the Registration Statement. Our examination of the
Registration Statement and the Base Prospectus, as supplemented by the
Prospectus Supplement, and our discussions in the above-mentioned
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conferences did not cause us to believe that, at the effective date, the
Registration Statement contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or that the Base Prospectus, as
supplemented by the Prospectus Supplement, as of the date of the Prospectus
Supplement, contained any untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. Also,
nothing has come to our attention in the course of our examination of the
Registration Statement or the Prospectus or in our discussions in the
above-mentioned conferences that has caused us to believe that the Prospectus,
as of the date and time of the delivery of this letter, contained any untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. We do not express any views as to the
financial statements or other financial data contained or incorporated by
reference in the Registration Statement or the Prospectus.
We express no opinion as to the law of any jurisdiction other
than the law of the State of New York and the federal laws of the United States.
As to all matters of Idaho law and as to the matters set forth in paragraph 5
above, we have relied upon an opinion of even date herewith addressed to you by
Robert W. Stahman, Esq., General Counsel for the Company. We are not passing
upon matters relating to the incorporation of the Company, title to property,
liens, licenses, franchises, water rights or conformity to the laws of the
States of Idaho, Montana, Nevada, Oregon or Wyoming, or upon questions of the
recording of, or the validity or priority of the lien of, the Mortgage.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
D-3
EXHIBIT E
_________, 20__
To the Agents referred to in the Selling Agency Agreement Relating to:
$250,000,000 Principal Amount of
First Mortgage Bonds, Secured Medium-
Term Notes, Series E, of Idaho Power Company
Ladies and Gentlemen:
In connection with the issuance and sale pursuant to the Selling
Agency Agreement, dated April 15, 2003 (the "Agency Agreement"), between Idaho
Power Company, an Idaho corporation (the "Company"), and you of up to
$250,000,000 aggregate principal amount of the Company's First Mortgage Bonds,
Secured Medium-Term Notes, Series E (the "Notes"), to be issued under an
Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, between
the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers
Trust Company) and R.G. Page, as Trustees (Stanley Burg, successor individual
trustee) (the "Trustees"), as supplemented by all indentures supplemental
thereto, the latest such supplemental indenture being the Thirty-seventh
Supplemental Indenture, dated as of April 1, 2003 between the Company and the
Trustees (collectively, the "Mortgage"), I am the Company's General Counsel, and
I am familiar with its legal status and that of its property. I am also familiar
with the registration statement (File No. 333-103812) filed under the Securities
Act of 1933, as amended (the "Act"), with the Securities and Exchange Commission
(such registration statement as amended to the date of effectiveness, including
the documents incorporated by reference therein as of such date pursuant to Item
12 of Form S-3 (the "Incorporated Documents") being hereinafter referred to as
the "Registration Statement"), the prospectus, dated March 24, 2003 (the "Base
Prospectus"), as supplemented by a prospectus supplement relating to the Notes,
dated April 15, 2003 (the "Prospectus Supplement") (such prospectus, as so
supplemented, including the incorporated documents, being hereinafter referred
to as the "Prospectus"), the Agency Agreement and the Bond Application, dated
April 15, 2003 for authentication and delivery of Notes in an aggregate
principal amount not to exceed $250,000,000 (the "Bond Application"). Terms not
otherwise defined herein shall have the meanings given to them in the Agency
Agreement.
I have made such examination of corporate and other records and
documents and of matters of law as in my opinion are necessary or desirable for
the purpose of this opinion, and based thereon, I am of the opinion that:
(1) The Company has been duly incorporated and is validly
existing and in good standing under the laws of the State of Idaho, and has full
power and authority to own its properties and conduct its business in all
material respects as described in the Prospectus as amended or supplemented;
(2) To the best of my knowledge and other than as set forth in
the Prospectus as amended or supplemented, there are no legal or governmental
proceedings pending to which the Company or any of its subsidiaries is a party
or of which any property of the Company or any of its subsidiaries is the
subject which would individually or in the aggregate have a material adverse
effect on the consolidated financial position or results of operations of the
Company and its subsidiaries considered as a whole; and, to the best of my
knowledge, no such proceedings are threatened or contemplated by governmental
authorities or threatened by others;
(3) The Agency Agreement has been duly authorized, executed and
delivered by the Company;
(4) The Notes, when issued and paid for as contemplated in the
Agency Agreement and in an aggregate principal amount, which, together with all
other first mortgage bonds issued and then outstanding under the Mortgage, after
giving effect to the issuance and sale of any Notes and the retirement of any
first mortgage bonds of the Company (including without limitation the Notes as
well as any other first mortgage bonds previously issued by the Company under
the Mortgage) that are concurrently being retired, does not exceed $900,000,000
or such other maximum amount as the Company may establish pursuant to Section 22
and 121 of the Mortgage, as supplemented and amended by all indentures
supplemental thereto as of the date of the issuance of the Notes, will be legal,
valid and binding obligations of the Company, enforceable in accordance with
their terms and entitled to the benefit of the security provided by the
Mortgage, subject to bankruptcy, insolvency, reorganization or other laws of
general applicability relating to or affecting mortgagees' and other creditors'
rights and to general principles of equity (whether considered in a proceeding
at law or in equity); and the Notes and the Mortgage conform to the descriptions
thereof in the Prospectus as amended or supplemented;
(5) The Mortgage has been duly authorized, executed and delivered
by the Company and constitutes a valid lien to the extent that it purports to be
one upon the property described therein as being subject to the lien thereof
(except any which has been duly released from the lien thereof) and is a legal,
valid and binding instrument, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, reorganization or other laws of general applicability
relating to or affecting mortgagees' and other creditors' rights and to general
principles of equity (whether considered in a proceeding at law or in equity);
said Mortgage has been duly recorded and filed in such manner and in such places
as are required by law in order to establish, preserve and protect the lien of
said Mortgage;
(6) The issue and sale of the Notes in an aggregate principal
amount not to exceed the amount set forth in the Bond Application and in an
aggregate principal amount, which, together with all other first mortgage bonds
issued and then outstanding under the Mortgage, after giving effect to the
issuance and sale of any Notes and the retirement of any first mortgage bonds of
the Company (including without limitation the Notes as well as any other first
mortgage bonds previously issued by the Company under the Mortgage) that are
concurrently being retired, does not exceed $900,000,000 or such other maximum
amount as the Company may establish pursuant to Section 22 and 121 of the
Mortgage, as supplemented and amended by all indentures supplemental thereto as
of the date of the issuance of the Notes, and the compliance by the Company with
all of the provisions of the Notes, the Mortgage and the Agency Agreement with
respect to the Notes and the consummation of the transactions therein
E-2
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company is a party or by which the Company is bound or to which any of
the property or assets of the Company is subject, nor will such actions result
in any violation of the provisions of the Restated Articles of Incorporation, as
amended or By-laws, as amended, of the Company or any statute or any order, rule
or regulation of any court or governmental agency or body having jurisdiction
over the Company or any of its properties;
(7) The description of the Company's property in the Mortgage is
adequate to constitute the Mortgage a lien thereon. The Company has good and
marketable fee title to all real property upon which the Mortgage purports to
create a lien, except water rights, leases, licenses, franchises, easements and
other interests in real property of a similar nature, as to which it has good
and valid title, in each case free and clear of all liens, charges and
encumbrances other than excepted encumbrances as defined in the Mortgage and the
lien of the Mortgage, subject to minor defects and clouds common to property of
the size and character of that of the Company. Such minor defects and clouds are
in my opinion not important and do not materially interfere with the operations
of the Company or materially detract from the value of its property;
(8) The Company has such valid franchises, permits, licenses,
easements and consents, free from burdensome restrictions, as are required by
law for the operation of the Company's system and as are required for the
adequate conduct of its business in the territory which it serves;
(9) The Registration Statement, as of its effective date, and the
Base Prospectus, as supplemented by the Prospectus Supplement, as of the date of
the Prospectus Supplement, complied as to form in all material respects with the
requirements of the Act and the Securities Exchange Act of 1934, as amended, and
the applicable instructions, rules and regulations of the Securities and
Exchange Commission thereunder; the Registration Statement is effective under
the Act; and, to the best of my knowledge, no proceedings for a stop order with
respect thereto are pending or threatened under Section 8(d) of the Act; and
(10) All regulatory consents and approvals required to be
obtained by the Company from any governmental body or bodies in connection with
the Company's issuance and sale of the Notes in the manner set forth in the
Agency Agreement have been obtained and are in effect, except that the order of
the Idaho Public Utilities Commission grants authority to sell the Notes through
March 17, 2005; it being understood that I express no opinion as to any consents
or approvals required to be obtained, or other actions required to be taken,
under state securities or Blue Sky laws of any jurisdiction.
I have no reason to believe that the Registration Statement, at
the effective date, contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Base Prospectus, as
supplemented by the Prospectus Supplement, as of the date of the Prospectus
Supplement, contained any untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; it being
understood that I express no views as to the financial
E-3
statements or other financial data contained or incorporated by reference in the
Registration Statement or the Prospectus. Also, nothing has come to my attention
in the course of my examination of the Registration Statement or the Prospectus
that has caused me to believe that the Prospectus, as of the date and time of
the delivery of this letter, contained any untrue statement of a material fact
or omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
Very truly yours,
Robert W. Stahman
E-4