Exhibit 1.1
Amendment No. 1, dated January 25, 2005, to Selling Agency Agreement
Between IDACORP, Inc. and Goldman, Sachs & Co.
AMENDMENT NO. 1
DATED AS OF JANUARY 25, 2005
TO
IDACORP, INC.
MEDIUM-TERM NOTES, SERIES A
DUE FROM NINE MONTHS TO FORTY YEARS
FROM DATE OF ISSUE
SELLING AGENCY AGREEMENT
BY AND BETWEEN
IDACORP, INC.
AND
GOLDMAN, SACHS & CO.
DATED FEBRUARY 28, 2001
AMENDMENT NO. 1, DATED AS OF JANUARY 25, 2005, TO
IDACORP, INC. MEDIUM-TERM NOTES, SERIES A, DUE FROM NINE MONTHS TO
FORTY YEARS FROM DATE OF ISSUE, SELLING AGENCY AGREEMENT
BY AND BETWEEN IDACORP, INC. AND GOLDMAN, SACHS & Co.
DATED FEBRUARY 28, 2001
WHEREAS, IDACORP, Inc., an Idaho corporation (the "Company"), and Goldman,
Sachs & Co. ("Goldman, Sachs") desire to amend the Selling Agency Agreement,
dated February 28, 2001, by and between the Company and Goldman, Sachs (the
"Selling Agency Agreement") so as to eliminate the reporting requirements with
respect to the filing with the Securities and Exchange Commission of a Current
Report on Form 8-K;
NOW THEREFORE, the Company and Goldman, Sachs hereby amend the Selling
Agency Agreement as follows:
Section 4(i) of the Selling Agency Agreement is hereby amended to read:
"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 the Notes and each time that a Terms Agreement is
executed and delivered, the Company will deliver or cause to be delivered
promptly to 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."
Section 4(j) of the Selling Agency Agreement is hereby amended to read:
"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 the Notes and each time that a Terms Agreement is
executed and delivered, the Company will furnish or cause to be furnished
promptly to 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 or, in lieu of such
opinion, counsel last furnishing such an opinion to you may furnish you
with a letter to the effect that you may rely on such last opinion to the
same extent as though it were dated the date of such letter authorizing
reliance (except that statements in such last opinion will be deemed to
relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or the
filing of such supplement)."
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Section 4(k) of the Selling Agency Agreement is hereby amended to read:
"Each time that 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 the Notes and each time that a Terms Agreement is
executed and delivered, the Company shall cause its independent public
accountants promptly to furnish you a letter, dated five business days
after the date of the effectiveness of such amendment or the date of the
filing of such supplement, in form satisfactory to you, of the same tenor
as the letter referred to in Section 5(e) with such changes as may be
necessary to reflect the amended and supplemental financial information
included or incorporated by reference in the Registration Statement and the
Prospectus, as amended or supplemented to the date of such letter;
provided, however, that, if the Registration Statement or the Prospectus 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 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 your reasonable judgment, such letter should cover
other information or changes in specified financial statement line items."
Section 5(d) of the Selling Agency Agreement is hereby amended to read:
"The Company shall have furnished to the 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 Agent 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 in the condition (financial or other),
earnings, business or properties of the Company and its subsidiaries
considered as a whole,
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whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated by the Prospectus."
Notices. All communications hereunder will be in writing and effective only
on receipt, and, if sent to Goldman, Sachs, will be mailed, delivered or
telegraphed and confirmed to Goldman, Sachs at the address specified in Schedule
I to the Selling Agency Agreement; or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to the Company at 1221 W. Idaho Street,
Boise, Idaho 83702-5627, attention of the Secretary.
Successors. This Amendment No. 1 to the Selling Agency 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 of the Selling
Agency Agreement and no other person will have any right or obligation
hereunder.
Applicable Law. This Amendment No. 1 to the Selling Agency Agreement will
be governed by and construed in accordance with the laws of the State of New
York.
Agreement to Remain in Full Force. All of the terms of the Selling Agency
Agreement, as amended hereby, shall remain and continue in full force and effect
and are hereby confirmed, as so amended, in all respects.
Counterparts. This Amendment No. 1 to the Selling Agency 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.
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IN WITNESS WHEREOF, IDACORP, Inc. and Goldman, Sachs & Co. have caused this
Amendment No. 1 to the Selling Agency Agreement to be signed by their respective
officers thereunto duly authorized, all as of the date first above written.
GOLDMAN, SACHS & CO.
By: /s/ Goldman, Sachs & Co.
--------------------------------------
Name:
Title:
IDACORP, INC.
By: /s/ Darrel T. Anderson
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Name: Darrel T. Anderson
Title: Senior Vice President -
Administrative Services and
Chief Financial Officer
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