Terms Agreement for Idaho Power Company 5.30% First Mortgage Bonds, Series F, Due 2035

Summary

This agreement, dated August 23, 2005, is between Idaho Power Company and several financial institutions, including Banc of America Securities LLC, J.P. Morgan Securities Inc., and Wachovia Capital Markets, LLC. The parties agree to the sale and purchase of $60 million in 5.30% First Mortgage Bonds due in 2035. The agreement outlines the purchase price, interest rate, payment terms, and redemption provisions. It also details procedures in case an underwriter defaults and specifies that the bonds may be redeemed early by Idaho Power Company under certain conditions.

EX-1.1 2 ex1-1.txt TERMS AGREEMENT Exhibit 1.1 Idaho Power Company First Mortgage Bonds, Secured Medium-Term Notes, Series F TERMS AGREEMENT August 23, 2005 Idaho Power Company 1221 W. Idaho St. Boise, Idaho ###-###-#### Attention: Mr. Darrel T. Anderson 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., J.P. Morgan Securities Inc., McDonald Investments Inc., Piper Jaffray & Co., RBC Capital Markets Corporation, Wachovia Capital Markets, LLC, Wells 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 J.P. Morgan 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, Greene & MacRae LLP Payment Therefor: 125 West 55th Street, New York, New York 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: - 2 - 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 - 3 - 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. - 4 - 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/ Peter J. Carbone --------------------------------- Name: Peter J. Carbone Title: Vice President J.P. Morgan Securities Inc. By: /s/ Maria Sramek --------------------------------- Name: Maria Sramek Title: Vice President Wachovia Capital Markets, LLC By: /s/ Teresa Hee --------------------------------- Name: Teresa Hee Title: Director Accepted: Idaho Power Company By: /s/ Darrel T. Anderson ----------------------------------- Name: Darrel T. Anderson Title: Senior Vice President - Administrative Services and Chief Financial Officer - 5 -