Exhibit 1.1
Idaho Power Company
First Mortgage Bonds,
Secured Medium-Term Notes, Series F
TERMS AGREEMENT
August 23, 2005
Idaho Power Company
0000 X. Xxxxx Xx.
Xxxxx, Xxxxx 00000-0000
Attention: Xx. Xxxxxx X. Xxxxxxxx
Subject in all respects to the terms and conditions of the Selling Agency
Agreement, dated May 9, 2005 (the "Agreement"), between each of Banc of America
Securities LLC, BNY Capital Markets, Inc., X.X. Xxxxxx Securities Inc., McDonald
Investments Inc., Xxxxx Xxxxxxx & Co., RBC Capital Markets Corporation, Wachovia
Capital Markets, LLC, Xxxxx Fargo Securities, LLC and you, each of the
undersigned agrees, severally and not jointly, to purchase the respective
principal amount of 5.30% First Mortgage Bonds due 2035 (the "Notes") of Idaho
Power Company set forth opposite its name below having the terms indicated
below:
Name Principal Amount of Notes
---- -------------------------
Banc of America Securities LLC $ 24,000,000
X.X. Xxxxxx Securities Inc. 18,000,000
Wachovia Capital Markets, LLC 18,000,000
--------------
Total $ 60,000,000
==============
Identification of Notes: The Notes shall be designated 5.30% First
Mortgage Bonds due 2035
Aggregate Principal Amount: $60,000,000
Issue Date: August 26, 2005
Original Interest Accrual Date: August 26, 2005
Interest Rate: 5.30%
Maturity Date: August 15, 2035
Interest Payment Dates: February 15 and August 15, commencing
February 15, 2006
Regular Record Dates: January 31 and July 31
Discount or Commission: 0.75% of Principal Amount
Purchase Price (Price to be paid to 98.569% of Principal Amount
Idaho Power Company after discount
or commission):
Closing Date: August 26, 2005
Price to Public: 99.319%
Purchase Date and Time: August 26, 2005 at 10 a.m. Eastern Time
Place for Delivery of Notes and LeBoeuf, Lamb, Xxxxxx & XxxXxx LLP
Payment Therefor: 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
Method of Payment: Wire transfer of immediately available
funds
Redemption Provisions, if any: See "Optional Redemption" below.
Syndicate Provisions: See "Syndicate Provisions" below.
Modification, if any, in the The undersigned shall have received the
requirements to deliver the documents specified in Section 6(b)(i),
documents specified in Section 6(b) (ii), (iii) and (iv) of the Agreement,
of the Agreement: each dated as of the Closing Date.
Period during which additional 30 days
Notes may not be sold pursuant to
Section 4(l) of the Agreement:
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Syndicate Provisions
(Set forth any provisions relating to underwriters' default and step-up of
amounts to be purchased):
If any one or more of the undersigned shall fail to purchase and pay for
any of the Notes agreed to be purchased by it hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Terms Agreement, the remaining of the undersigned shall
be obligated severally to take up and pay for (in the respective proportions
which the amounts of Notes set forth opposite its or their name above bears to
the aggregate amount of Notes set forth opposite the names of all the remaining
undersigned above) the Notes which the defaulting undersigned agreed but failed
to purchase; provided, however, that in the event that the aggregate amount of
Notes which it or they agreed but failed to purchase shall exceed 30% of the
aggregate amount of Notes, the remaining of the undersigned shall have the right
to purchase all, but shall not be under any obligation to purchase any, of the
Notes, and if they do not purchase any of the Notes within 36 hours after such
default, the Company shall be entitled to a further period of 36 hours within
which to procure another party or other parties reasonably satisfactory to Banc
of America Securities LLC to purchase the Notes. If the Company fails to procure
another party to purchase the Notes within such period, this Terms Agreement
will terminate without liability to any nondefaulting undersigned except as
provided in Section 9 of the Agreement. In the event of any default as described
herein, the Closing Date shall be postponed for such period, not exceeding five
(5) business days, as Banc of America Securities LLC shall determine in order
that the required changes in the pricing supplement or in any other documents or
arrangements may be effected. Nothing contained in this Terms Agreement shall
relieve any of the undersigned that shall default of any liability for damages
occasioned by such default.
Optional Redemption
The Company may, at its option, redeem the Notes, in whole at any time, or
in part from time to time, prior to the maturity date, at a redemption price
equal to the greater of:
o 100% of the principal amount of the Notes to be redeemed and
o as determined by an Independent Investment Banker, the sum of the present
values of the remaining scheduled payments of principal on the Notes to be
redeemed and interest thereon (not including any portion of payments of
interest accrued as of the date fixed for redemption), discounted to the
date fixed for redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined
below), plus 20 basis points,
plus in either case interest accrued and unpaid on the principal amount of the
Notes to be redeemed to the date fixed for redemption. The Company will mail
notice of any
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redemption at least 30 days before the date fixed for redemption to each holder
of the Notes to be redeemed.
"Treasury Rate" means, with respect to any date fixed for redemption, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be used, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes to be redeemed.
"Comparable Treasury Price" means, with respect to any date fixed for
redemption,
(1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) on the third business day preceding such date, as set forth in the
daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or
(2) if such release (or any successor release) is not published or
does not contain such prices on such business day, (a) the average of the
Reference Treasury Dealer Quotations for such date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations for such
date, or (b) if the trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all the quotations received.
"Independent Investment Banker" means any one of the Reference Treasury
Dealers appointed by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any date fixed for redemption, the average, as
determined by the trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m.
New York City time on the third business day preceding the date fixed for
redemption.
"Reference Treasury Dealer" means (1) Banc of America Securities LLC and
its successors, unless it ceases to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), in which case the Company
will substitute another Primary Treasury Dealer and (2) any other Primary
Treasury Dealers selected by the Company.
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This Terms Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
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 to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.
Banc of America Securities LLC
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
X.X. Xxxxxx Securities Inc.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Wachovia Capital Markets, LLC
By: /s/ Xxxxxx Xxx
---------------------------------
Name: Xxxxxx Xxx
Title: Director
Accepted:
Idaho Power Company
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President -
Administrative Services and
Chief Financial Officer
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