Exhibit 2
AGREEMENT
This Agreement is made and entered into as of the 11th
day of June, 2001 by and between Idaho Power Company
("IPC"), an Idaho corporation and IDACORP Energy L.P.
(formerly named IDACORP Energy Solutions L.P.), a Delaware
limited partnership ("IDACORP Energy").
WITNESSETH:
WHEREAS, IPC has entered into a number of contracts
relating to the purchase, sale and exchange of power on the
wholesale electricity market by its energy marketing
division; and
WHEREAS, IPC desires to assign all of said contracts,
plus its current accounts receivable and accounts payable
relating to such wholesale electricity trading
(collectively, the "Assigned Contracts"), to IDACORP Energy,
and IDACORP Energy wishes to assume, all of IPC's rights,
interests, obligations and duties under the Assigned
Contracts in exchange for a 95% limited partnership interest
in IDACORP Energy.
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained, the parties hereto
agree as follows:
Section 1. Assignment. For and in consideration of a
95% limited partnership interest in IDACORP Energy and other
good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, IPC hereby assigns and
transfers all of IPC's right, title and interest in the
Assigned Contracts to IDACORP Energy and hereby delegates
all of IPC's duties and obligations under the Assigned
Contracts to IDACORP Energy.
Section 2. Assumption. IDACORP Energy hereby accepts
the assignment and transfer of IPC's right, title and
interest in the Assigned Contracts and the delegation of
IPC's obligations and duties under the Assigned Contracts
and hereby agrees, from and after the date of this
Agreement, to be bound by the terms of the Assigned
Contracts and to perform all of IPC's payment and other
obligations under, arising out of, or relating to the
Assigned Contracts in accordance with the terms and
conditions thereof.
Section 3. Representations and Warranties.
A.IPC makes the following representations and warranties:
(i) IPC is a corporation duly organized, validly
existing and in good standing under the laws of Idaho.
(ii) IPC has the corporate power and authority to carry
on the business in which it is engaged and to assign and
transfer the Assigned Contracts to IDACORP Energy as
contemplated herein.
(iii) The execution and delivery of this Agreement by
IPC and any related certificates or instruments have been
duly authorized by all necessary corporate action and
constitute the legal, valid and binding obligations of
IPC enforceable in accordance with their respective
terms.
(iv) The execution and delivery of this Agreement and
any related certificates or instruments do not, and the
performance of the terms hereof and thereof will not,
contravene any provision of existing law or regulations,
or of the charter or by-laws of IPC, and will not
conflict with or result in any breach of the terms,
conditions or provisions of, or constitute a default
under, or result in or permit the creation or imposition
of any lien, charge or encumbrance upon any of the
properties of IPC pursuant to, any indenture, mortgage,
or other agreement or instrument or any judgment, decree,
order or decision to which IPC is a party or by which it
is bound.
(v) Under existing law, no approval, authorization,
license, permit or other action by or filing with, any
federal, state, municipal or other governmental
commission, board or agency is required in connection
with the execution and delivery by IPC of this Agreement
and the assignment and transfer of the Assigned Contracts
as contemplated herein, other than notifications that
will be filed by IPC with the Idaho Public Utilities
Commission and the Oregon Public Utility Commission.
(vi) The officer executing this Agreement is duly
authorized by IPC and IPC has full power and authority to
execute this Agreement and any related certificates or
instruments and to make the warranties and
representations contained herein.
B. IDACORP Energy makes the following representations
and warranties:
(i) IDACORP Energy is a limited partnership duly
organized, validly existing and in good standing under
the laws of Delaware.
(ii) IDACORP Energy has the power and authority to carry
on the business in which it is engaged and to grant to
IPC a 95% limited partner interest in IDACORP Energy as
contemplated herein.
(iii) The execution and delivery of this Agreement by
IDACORP Energy and any related certificates or
instruments have been duly authorized and constitute the
legal, valid and binding obligations of IDACORP Energy
enforceable in accordance with their respective terms.
(iv) The execution and delivery of this Agreement and
any related certificates or instruments do not, and the
performance of the terms hereof and thereof will not,
contravene any provision of existing law or regulations,
or of the limited partnership agreement of IDACORP
Energy, and will not conflict with or result in any
breach of the terms, conditions or provisions of, or
constitute a default under, or result in or permit the
creation or imposition of any lien, charge or encumbrance
upon any of the properties of IDACORP Energy pursuant to,
any indenture, mortgage, or other agreement or instrument
or any judgment, decree, order or decision to which
IDACORP Energy is a party or by which it is bound.
(v) Under existing law, no approval, authorization,
license, permit or other action by or filing with, any
federal, state, municipal or other governmental
commission, board or agency is required in connection
with the execution of this Agreement by IDACORP Energy,
the assumption of the Assigned Contracts and the grant to
IPC of a 95% limited partner interest in IDACORP Energy
as contemplated
(vi) The officer executing this Agreement is duly
authorized by IDACORP Energy and IDACORP Energy has full
power and authority to execute this Agreement and any
related certificates or instruments and to make the
warranties and representations contained herein.
Section 4. Compliance. IPC and IDACORP Energy understand
and agree that the assignment and assumption of the Assigned
Contracts hereunder are intended to qualify with, and will
be treated as a capital contribution to IDACORP Energy
under, Section 721 of the Internal Revenue Code.
Section 5. Cooperation. IPC hereby agrees to execute and
deliver and to do or make any and all instruments, papers,
acts or things, supplemental, confirmatory or otherwise, as
reasonably may be required by IDACORP Energy for the purpose
of perfecting and completing the assignment and transfer of
the Assigned Contracts.
Section 6. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto,
their successors in interest and assigns.
Section 7. Governing Law. This Agreement shall be governed
by, and construed and enforced in accordance with, the laws
of the State of Idaho applicable to contracts to be
performed wholly therein, without giving effect to any
conflicts of law principles or cases.
Section 8. Counterparts. This Agreement may be executed
and delivered in one or more counterparts, each of which
shall be deemed to be part of one and the same original
document.
IN WITNESS WHEREOF, this Agreement has been duly executed
and delivered as of the date and year first above written.
IDAHO POWER COMPANY
By:/s/Jan B. Packwood
Jan B. Packwood
President & Chief Executive
Officer
IDACORP ENERGY L.P.
By:/s/ Richard Riazzi
Richard Riazzi
Senior Vice President - Generation
& Marketing of IDACORP, Inc., the
sole General Partner of IDACORP
Energy L.P.