Advertising Costs. The Company will determine with the Agent the amount of advertising that may be appropriate in soliciting offers to purchase the Book-Entry Warrants. Advertising expenses will be paid by the Company. Citigroup Funding Inc. 388 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Xxtention: Assistant Treasurer Subject in all respects to the terms and conditions contained in the Selling Agency Agreement dated November 22, 2006 (the “Selling Agency Agreement”), among Citigroup Global Markets Inc., Citigroup Funding Inc. and Citigroup Inc., the undersigned agrees to purchase the following Warrants of Citigroup Funding Inc.: Title of Warrants: Amount of Warrants (additional Warrants of any series may be issued unless stated to the contrary): Purchaser: Offering Price: Selling Concession (if any): Reoffering Price: Indexed Warrant: o Yes (see attached) o No Place of Delivery of Warrants: Method of Payment for the Warrants: [Exercise Price or other amount payable] [amount of securities payable] [amount of commodity payable] by holder per Warrant: Exercise Period(s) (if any): — commencing from and including: — ending on and including: Exercise Date(s): Expiration Date: Automatic Exercise: o Yes (see attached) o No Settlement through: Exercise procedure: Exercise Settlement Date(s): Settlement procedure: Minimum number and multiple of Warrants required to be exercised: [Amount payable] [amount of securities deliverable] [amount of commodity deliverable] [amount of other proceeds deliverable] per Warrant by Citigroup Funding Inc. upon exercise: Specified Currency (if other than U.S. dollars): Dual Currency Warrant: o Yes (see attached) o No Optional Payment Currency: Designated Exchange Rate: Additional terms (if any, whether or not they modify the terms of the Warrant Agreement): Requirements for delivery, if any, of opinions of counsel, certificates from the Company and the Guarantor or their respective officers or a letter from the Guarantor’s independent registered public accountants: Other terms: The provisions of the Selling Agency Agreement and the related definitions are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein. Between the date of this Agreement and the Issue Date with respect to this Agreement, you will not, without the undersigned’s prior consent, offer, sell, contract to sell or otherwise dispose of any warrants of the Company substantially similar to the Warrants (other than the Warrants to be sold pursuant to this Agreement), except as may otherwise be provided herein. Date: [Purchaser] By: Accepted: CITIGROUP FUNDING INC. By: To: [Name and address of new Agent] Re: Citigroup Funding Inc. Series W-A Warrant Program Ladies and Gentlemen: We refer to the Selling Agency Agreement dated as of November 22, 2006 (which agreement, as amended from time to time, is herein referred to as the “Agency Agreement”) entered into in respect of the above Warrant Program and hereby acknowledge receipt of your Agent Accession Letter to us dated [ ]. In accordance with Section 2(c) of the Agency Agreement we hereby confirm that, with effect from the date hereof, you shall become a party to, and an Agent under, the Agency Agreement, vested with all the authority, rights and powers, and subject to all the duties and obligations of an Agent as if originally named as such under the Agency Agreement. Yours faithfully, CITIGROUP FUNDING INC. By: __________________________________ Name: Title:
Appears in 1 contract
Advertising Costs. The Company will determine with the Agent Agents the amount of advertising that may be appropriate in soliciting offers to purchase the Book-Entry WarrantsNotes. Advertising expenses will be paid by the Company. Citigroup Funding Inc. 388 Xxxxxxxxx XxxxxxPeriodic Statements from Deutsche Bank: Periodically, 00xx Deutsche Bank will send to the 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. Idaho Power Company 0000 X. Xxxxx Xxx XxxxXx. Xxxxx, XX 00000 XxtentionXxxxx 00000-0000 Attention: Assistant Treasurer Subject in all respects to the terms and conditions contained in the Selling Agency Agreement dated November 22, 2006 (the “Selling Agency Agreement”), among Citigroup Global Markets Inc., Citigroup Funding Inc. and Citigroup Inc., the undersigned agrees to purchase the following Warrants of Citigroup Funding Inc.: Title of Warrants: Amount of Warrants (additional Warrants of any series may be issued unless stated to the contrary): Purchaser: Offering Price: Selling Concession (if any): Reoffering Price: Indexed Warrant: o Yes (see attached) o No Place of Delivery of Warrants: Method of Payment for the Warrants: [Exercise Price or other amount payable] [amount of securities payable] [amount of commodity payable] by holder per Warrant: Exercise Period(s) (if any): — commencing from and including: — ending on and including: Exercise Date(s): Expiration Date: Automatic Exercise: o Yes (see attached) o No Settlement through: Exercise procedure: Exercise Settlement Date(s): Settlement procedure: Minimum number and multiple of Warrants required to be exercised: [Amount payable] [amount of securities deliverable] [amount of commodity deliverable] [amount of other proceeds deliverable] per Warrant by Citigroup Funding Inc. upon exercise: Specified Currency (if other than U.S. dollars): Dual Currency Warrant: o Yes (see attached) o No Optional Payment Currency: Designated Exchange Rate: Additional terms (if any, whether or not they modify the terms of the Warrant Agreement): Requirements for delivery, if any, of opinions of counsel, certificates from the Company and the Guarantor or their respective officers or a letter from the Guarantor’s independent registered public accountants: Other terms: The provisions of the Selling Agency Agreement (the “Agreement”) dated June 5, 2020, between each of BofA Securities, Inc., X.X. Xxxxxx Securities LLC, KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., U.S. Bancorp Investments, Inc. and Xxxxx Fargo Securities, LLC, and you, each of the related definitions are incorporated by reference herein undersigned agrees, severally and shall be deemed not jointly, to have purchase the same force and effect as if respective principal amount of the [ ] (the “Notes”) of Idaho Power Company set forth opposite its name below having the terms indicated below: Name Principal Amount of Notes Identification of Notes: [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 (Price to be paid to Idaho Power Company after discount or commission): % of Principal Amount [plus accrued interest from , 20 ] Price to Public: % Purchase Date (Closing Date) and Time: Applicable Time: Place for Delivery of Notes and Payment Therefor: Method of Payment: Redemption Provisions, if any: Pricing Disclosure Package: See Annex I and Annex II Modification, if any, in full herein. Between the date of this Agreement and requirements to deliver the Issue Date with respect to this Agreement, you will not, without the undersigned’s prior consent, offer, sell, contract to sell or otherwise dispose of any warrants documents specified in Section 6(b) of the Company substantially similar to the Warrants (other than the Warrants to 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. Capitalized terms used in this Terms Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement). This Terms Agreement may be executed by any one or more of the parties hereto in any number of counterparts, except as may otherwise each of which shall be provided hereindeemed an original, but all such respective counterparts shall together constitute one and the same instrument. Date: [PurchaserPURCHASER] By: Name: Title: Accepted: CITIGROUP FUNDING INC. IDAHO POWER COMPANY By: To: [Name and address of new Agent] Re: Citigroup Funding Inc. Series W-A Warrant Program Ladies and Gentlemen: We refer to the Selling Agency Agreement dated as of November 22, 2006 (which agreement, as amended from time to time, is herein referred to as the “Agency Agreement”) entered into in respect of the above Warrant Program and hereby acknowledge receipt of your Agent Accession Letter to us dated [ ]. In accordance with Section 2(c) of the Agency Agreement we hereby confirm that, with effect from the date hereof, you shall become a party to, and an Agent under, the Agency Agreement, vested with all the authority, rights and powers, and subject to all the duties and obligations of an Agent as if originally named as such under the Agency Agreement. Yours faithfully, CITIGROUP FUNDING INC. By: __________________________________ Name: Title:
Appears in 1 contract
Advertising Costs. The Company will determine with the Agent Agents the amount of advertising that may be appropriate in soliciting offers to purchase the Book-Entry WarrantsNotes. Advertising expenses will be paid by the Company. Citigroup Funding Inc. 388 Xxxxxxxxx XxxxxxPeriodic Statements: from Deutsche Bank: Periodically, 00xx Deutsche Bank will send to the 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. Idaho Power Company 0000 X. Xxxxx Xxx XxxxXx. Xxxxx, XX 00000 XxtentionXxxxx 00000-0000 Attention: Assistant Treasurer Subject in all respects to the terms and conditions contained in the Selling Agency Agreement dated November 22, 2006 (the “Selling Agency Agreement”), among Citigroup Global Markets Inc., Citigroup Funding Inc. and Citigroup Inc., the undersigned agrees to purchase the following Warrants of Citigroup Funding Inc.: Title of Warrants: Amount of Warrants (additional Warrants of any series may be issued unless stated to the contrary): Purchaser: Offering Price: Selling Concession (if any): Reoffering Price: Indexed Warrant: o Yes (see attached) o No Place of Delivery of Warrants: Method of Payment for the Warrants: [Exercise Price or other amount payable] [amount of securities payable] [amount of commodity payable] by holder per Warrant: Exercise Period(s) (if any): — commencing from and including: — ending on and including: Exercise Date(s): Expiration Date: Automatic Exercise: o Yes (see attached) o No Settlement through: Exercise procedure: Exercise Settlement Date(s): Settlement procedure: Minimum number and multiple of Warrants required to be exercised: [Amount payable] [amount of securities deliverable] [amount of commodity deliverable] [amount of other proceeds deliverable] per Warrant by Citigroup Funding Inc. upon exercise: Specified Currency (if other than U.S. dollars): Dual Currency Warrant: o Yes (see attached) o No Optional Payment Currency: Designated Exchange Rate: Additional terms (if any, whether or not they modify the terms of the Warrant Agreement): Requirements for delivery, if any, of opinions of counsel, certificates from the Company and the Guarantor or their respective officers or a letter from the Guarantor’s independent registered public accountants: Other terms: The provisions of the Selling Agency Agreement and the related definitions are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein. Between the date of this Agreement and the Issue Date with respect to this Agreement, you will not, without the undersigned’s prior consent, offer, sell, contract to sell or otherwise dispose of any warrants of the Company substantially similar to the Warrants (other than the Warrants to be sold pursuant to this Agreement), except as may otherwise be provided herein. Date: [Purchaser] By: Accepted: CITIGROUP FUNDING INC. By: To: [Name and address of new Agent] Re: Citigroup Funding Inc. Series W-A Warrant Program Ladies and Gentlemen: We refer to the Selling Agency Agreement dated as of November 22, 2006 (which agreement, as amended from time to time, is herein referred to as the “Agency Agreement”) entered into in respect dated June 30, 2022, between each of BofA Securities, Inc., X.X. Xxxxxx Securities LLC, KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., U.S. Bancorp Investments, Inc. and Xxxxx Fargo Securities, LLC, and you, each of the above Warrant Program undersigned agrees, severally and hereby acknowledge receipt not jointly, to purchase the respective principal amount of your Agent Accession Letter to us dated the [ ]. In accordance with Section 2(c] (the “Notes”) of Idaho Power Company set forth opposite its name below having the Agency Agreement we hereby confirm that, with effect terms indicated below: Name Principal Amount of Notes Total $ Identification of Notes: [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 (Price to be paid to Idaho Power Company after discount or commission): % of Principal Amount [plus accrued interest from the date hereof, you shall become a party to, and an Agent under, the Agency Agreement, vested with all the authority, rights and powers, and subject to all the duties and obligations of an Agent as if originally named as such under the Agency Agreement. Yours faithfully, CITIGROUP FUNDING INC. By: __________, 20________________________ ] Price to Public: % Purchase Date (Closing Date) and Time: Applicable Time: Place for Delivery of Notes and Payment Therefor: Method of Payment: Redemption Provisions, if any: Pricing Disclosure Package: See Annex I and Annex II 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. Capitalized terms used in this Terms Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement. This Terms Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed an original, but all such respective counterparts shall together constitute one and the same instrument. [PURCHASER] By: Name: Title: Accepted: IDAHO POWER COMPANY By: Name: Title:
1. Prospectus, dated May 16, 2022, for Idaho Power Company First Mortgage Bonds and Debt Securities.
2. Prospectus Supplement, dated June 30, 2022, for First Mortgage Bonds, Secured Medium-Term Notes, Series M, of Idaho Power Company, including all documents incorporated therein as of the Applicable Time.
3. Final Term Sheet in the form attached to this Terms Agreement as Annex II.
4. [List any free writing prospectus, other than the Final Term Sheet, that the Company and the Purchasers have expressly agreed upon.] Pursuant to Section [4(k)] [5(e)] [6(b)(iv)] of the Selling Agency Agreement, the independent registered public accounting firm for the Company shall furnish [a letter][letters] to the Agents or Purchasers, as applicable, to the effect that:
(i) They are an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of the Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States);
(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 Commission, and, if applicable, they have performed the procedures established by the Public Company Accounting Oversight Board for a review of 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 or Purchasers, as applicable;
(iii) 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 Commission;
(B) 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 (consisting of common stock, premium on capital stock, and capital stock expense) 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 or Purchasers, as applicable, 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
(C) 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 (B) there were any decreases in consolidated revenues or net income or other items specified by the Agents or Purchasers, as applicable, or any increases in any items specified by the Agents or Purchasers, as applicable, 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 or Purchasers, as applicable, 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
(iv) 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 or Purchasers, as applicable, 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 Purchasers, as applicable, or in documents incorporated by reference in the Prospectus specified by the Agents or Purchasers, as applicable, 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 to the Prospectus in this Exhibit C 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[s] delivered on the date of the Terms Agreement related to such Notes and at the Closing Date for such Notes. The Addressees listed on Exhibit A [as the purchasers (the “Purchasers”) named in the Terms Agreement, dated [●], between Idaho Power Company and the Purchasers (the “Terms Agreement”)] Re: $[•] Principal Amount of [•%] First Mortgage Bonds, Secured Medium-Term 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 June 30, 2022 (the “Agency Agreement”), between the Company and each of you,] of [up to $1,200,000,000][$•] in aggregate principal amount of the Company’s [•%] First Mortgage Bonds [due [•]], Secured Medium-Term Notes, Series M (the “Notes”), [pursuant to the Terms Agreement,] 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) (the “Trustee”), as supplemented by all indentures supplemental thereto, including the Fiftieth Supplemental Indenture, dated as of June 30, 2022, between the Company and the Trustee (the 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. 333-264984) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective on May 16, 2022 (the “Registration Statement”); (3) the prospectus relating to the securities of the Company, dated May 16, 2022 (the “Base Prospectus”), as supplemented by a prospectus supplement relating to the Notes, dated June 30, 2022 (the “Prospectus Supplement”)[, and Pricing Supplement No. [●], dated [●], relating to the Notes (the “Pricing Supplement”)], in each case including the documents incorporated by reference therein (the Base Prospectus, as so supplemented by the Prospectus Supplement [and Pricing Supplement], being hereinafter referred to as the “Prospectus”); (4) the [Selling] Agency Agreement [, dated June 30, 2022, between the Company and the agents named therein (the “Agency Agreement”)] [;] [and] (5) the Bond Application, dated June 30, 2022, for authentication and delivery of the [Notes][notes] in an aggregate principal amount not to exceed $1,200,000,000 (the “Bond Application”)[; (6) the final term sheet, dated [●], relating to the Notes, as filed by the Company with the Commission pursuant to Rule 433 under the Securities Act (the “Free Writing Prospectus”) and (7) the Term Agreement]. Terms not otherwise defined herein shall have the meanings given to them in the Agency Agreement [or the Terms Agreement]. This opinion is being furnished to you pursuant to [the Terms Agreement and] Section [4(j)][5(b)][6(b)(ii)] of the Agency Agreement.
Appears in 1 contract
Advertising Costs. The Company will determine with the Agent Agents the amount of advertising that may be appropriate in soliciting offers to purchase the Book-Entry WarrantsNotes. Advertising expenses will be paid by the Company. Citigroup Funding Inc. 388 Xxxxxxxxx XxxxxxPeriodic Statementsfrom Deutsche Bank: Periodically, 00xx Deutsche Bank will send to the 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. Idaho Power Company 0000 X. Xxxxx Xxx XxxxXx. Xxxxx, XX 00000 XxtentionXxxxx 00000-0000 Attention: Assistant Treasurer Subject in all respects to the terms and conditions contained in the Selling Agency Agreement dated November 22, 2006 (the “Selling Agency Agreement”), among Citigroup Global Markets Inc., Citigroup Funding Inc. and Citigroup Inc., the undersigned agrees to purchase the following Warrants of Citigroup Funding Inc.: Title of Warrants: Amount of Warrants (additional Warrants of any series may be issued unless stated to the contrary): Purchaser: Offering Price: Selling Concession (if any): Reoffering Price: Indexed Warrant: o Yes (see attached) o No Place of Delivery of Warrants: Method of Payment for the Warrants: [Exercise Price or other amount payable] [amount of securities payable] [amount of commodity payable] by holder per Warrant: Exercise Period(s) (if any): — commencing from and including: — ending on and including: Exercise Date(s): Expiration Date: Automatic Exercise: o Yes (see attached) o No Settlement through: Exercise procedure: Exercise Settlement Date(s): Settlement procedure: Minimum number and multiple of Warrants required to be exercised: [Amount payable] [amount of securities deliverable] [amount of commodity deliverable] [amount of other proceeds deliverable] per Warrant by Citigroup Funding Inc. upon exercise: Specified Currency (if other than U.S. dollars): Dual Currency Warrant: o Yes (see attached) o No Optional Payment Currency: Designated Exchange Rate: Additional terms (if any, whether or not they modify the terms of the Warrant Agreement): Requirements for delivery, if any, of opinions of counsel, certificates from the Company and the Guarantor or their respective officers or a letter from the Guarantor’s independent registered public accountants: Other terms: The provisions of the Selling Agency Agreement and the related definitions are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein. Between the date of this Agreement and the Issue Date with respect to this Agreement, you will not, without the undersigned’s prior consent, offer, sell, contract to sell or otherwise dispose of any warrants of the Company substantially similar to the Warrants (other than the Warrants to be sold pursuant to this Agreement), except as may otherwise be provided herein. Date: [Purchaser] By: Accepted: CITIGROUP FUNDING INC. By: To: [Name and address of new Agent] Re: Citigroup Funding Inc. Series W-A Warrant Program Ladies and Gentlemen: We refer to the Selling Agency Agreement dated as of November 22, 2006 (which agreement, as amended from time to time, is herein referred to as the “Agency Agreement”) entered into in respect dated July 12, 2013, between each of BNY Mellon Capital Markets, LLC, X.X. Xxxxxx Securities LLC, KeyBanc Capital Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets Corporation, U.S. Bancorp Investments, Inc. and Xxxxx Fargo Securities, LLC, and you, each of the above Warrant Program undersigned agrees, severally and hereby acknowledge receipt not jointly, to purchase the respective principal amount of your Agent Accession Letter to us dated the [ ]. In accordance with Section 2(c] (the “Notes”) of Idaho Power Company set forth opposite its name below having the Agency Agreement we hereby confirm that, with effect terms indicated below: Name Principal Amount of Notes Total $ Identification of Notes: [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 (Price to be paid to Idaho Power Company after discount or commission): % of Principal Amount [plus accrued interest from the date hereof, you shall become a party to, and an Agent under, the Agency Agreement, vested with all the authority, rights and powers, and subject to all the duties and obligations of an Agent as if originally named as such under the Agency Agreement. Yours faithfully, CITIGROUP FUNDING INC. By: __________, 20________________________ Name] Price to Public: Title% Purchase Date (Closing Date) and Time: Applicable Time: Place for Delivery of Notes and Payment Therefor: Method of Payment: Redemption Provisions, if any: Pricing Disclosure Package: See Annex I and Annex II 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:
Appears in 1 contract
Advertising Costs. The Company will determine with the Agent Agents the amount of advertising that may be appropriate in soliciting offers to purchase the Book-Entry WarrantsNotes. Advertising expenses will be paid by the Company. Citigroup Funding Inc. 388 Xxxxxxxxx XxxxxxPeriodic Statements from Deutsche Bank: Periodically, 00xx Deutsche Bank will send to the 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. Idaho Power Company 1000 X. Xxxxx Xxx XxxxXx. Xxxxx, XX 00000 XxtentionXxxxx 00000-0000 Attention: Assistant Treasurer Subject in all respects to the terms and conditions contained in the Selling Agency Agreement dated November 22, 2006 (the “Selling Agency Agreement”), among Citigroup Global Markets Inc., Citigroup Funding Inc. and Citigroup Inc., the undersigned agrees to purchase the following Warrants of Citigroup Funding Inc.: Title of Warrants: Amount of Warrants (additional Warrants of any series may be issued unless stated to the contrary): Purchaser: Offering Price: Selling Concession (if any): Reoffering Price: Indexed Warrant: o Yes (see attached) o No Place of Delivery of Warrants: Method of Payment for the Warrants: [Exercise Price or other amount payable] [amount of securities payable] [amount of commodity payable] by holder per Warrant: Exercise Period(s) (if any): — commencing from and including: — ending on and including: Exercise Date(s): Expiration Date: Automatic Exercise: o Yes (see attached) o No Settlement through: Exercise procedure: Exercise Settlement Date(s): Settlement procedure: Minimum number and multiple of Warrants required to be exercised: [Amount payable] [amount of securities deliverable] [amount of commodity deliverable] [amount of other proceeds deliverable] per Warrant by Citigroup Funding Inc. upon exercise: Specified Currency (if other than U.S. dollars): Dual Currency Warrant: o Yes (see attached) o No Optional Payment Currency: Designated Exchange Rate: Additional terms (if any, whether or not they modify the terms of the Warrant Agreement): Requirements for delivery, if any, of opinions of counsel, certificates from the Company and the Guarantor or their respective officers or a letter from the Guarantor’s independent registered public accountants: Other terms: The provisions of the Selling Agency Agreement and the related definitions are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein. Between the date of this Agreement and the Issue Date with respect to this Agreement, you will not, without the undersigned’s prior consent, offer, sell, contract to sell or otherwise dispose of any warrants of the Company substantially similar to the Warrants (other than the Warrants to be sold pursuant to this Agreement), except as may otherwise be provided herein. Date: [Purchaser] By: Accepted: CITIGROUP FUNDING INC. By: To: [Name and address of new Agent] Re: Citigroup Funding Inc. Series W-A Warrant Program Ladies and Gentlemen: We refer to the Selling Agency Agreement dated as of November 22, 2006 (which agreement, as amended from time to time, is herein referred to as the “Agency Agreement”) entered into in respect dated June 17, 2010, between each of Banc of America Securities LLC, BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities Inc., KeyBanc Capital Markets Inc., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets Corporation, SunTrust Rxxxxxxx Xxxxxxxx, Inc., U.S. Bancorp Investments, Inc. and Wxxxx Fargo Securities, LLC, and you, each of the above Warrant Program undersigned agrees, severally and hereby acknowledge receipt not jointly, to purchase the respective principal amount of your Agent Accession Letter to us dated the [ ]. In accordance with Section 2(c] (the “Notes”) of Idaho Power Company set forth opposite its name below having the Agency Agreement we hereby confirm that, with effect terms indicated below: Name Principal Amount of Notes Total $ Identification of Notes: [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 (Price to be paid to Idaho Power Company after discount or commission): % of Principal Amount [plus accrued interest from the date hereof, you shall become a party to, and an Agent under, the Agency Agreement, vested with all the authority, rights and powers, and subject to all the duties and obligations of an Agent as if originally named as such under the Agency Agreement. Yours faithfully, CITIGROUP FUNDING INC. By: __________, 20________________________ Name] Price to Public: Title% Purchase Date (Closing Date) and Time: Applicable Time: Place for Delivery of Notes and Payment Therefor: Method of Payment: Redemption Provisions, if any: Pricing Disclosure Package: See Annex I and Axxxx XX 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:
Appears in 1 contract
