Terms Agreement for Purchase of Idaho Power Company First Mortgage Bonds, Series D (2012 and 2032)

Contract Categories: Business Finance › Purchase Agreements
Summary

This agreement, dated November 12, 2002, is between Idaho Power Company and several financial institutions, including Banc One Capital Markets, U.S. Bancorp Piper Jaffray, Banc of America Securities, Wachovia Securities, and McDonald Investments. The parties agree to purchase $100 million each of Idaho Power's 4.75% First Mortgage Bonds due 2012 and 6.00% First Mortgage Bonds due 2032. The agreement outlines purchase terms, interest rates, payment methods, and procedures in case of default by any purchaser. The bonds may be redeemed early by Idaho Power under specified conditions.

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EX-1.2 4 ex12.txt TERMS AGREEMENT DATED NOVEMBER 12, 2002 Idaho Power Company First Mortgage Bonds, Secured Medium-Term Notes, Series D TERMS AGREEMENT November 12, 2002 Idaho Power Company 1221 W. Idaho St. Boise, Idaho ###-###-#### Attention: Mr. Darrel Anderson Subject in all respects to the terms and conditions of the Selling Agency Agreement (the "2001 Agreement") dated October 1, 2001, between each of ABN AMRO Incorporated, Banc of America Securities LLC, Banc One Capital Markets, Inc., BNY Capital Markets, Inc., Goldman, Sachs & Co., McDonald Investments Inc., U.S. Bancorp Piper Jaffray Inc., Wells Fargo Brokerage Services, LLC and you, and to the terms and conditions of the Selling Agency Agreement (the "2002 Agreement" and, together with the 2001 Agreement, the "Agreements") dated November 12, 2002 between Wachovia Securities, Inc. and you, each of the undersigned agrees, severally and not jointly, to purchase the respective principal amount of 4.75% First Mortgage Bonds due 2012 (the "2012 Notes") and 6.00% First Mortgage Bonds due 2032 (the "2032 Notes") of Idaho Power Company set forth opposite its name below having the terms indicated below:
Principal Amount of Principal Amount of Name 2012 Notes 2032 Notes - ---- ---------- ---------- Banc One Capital Markets, Inc. $ 47,500,000 $ 47,500,000 U.S. Bancorp Piper Jaffray Inc. 20,000,000 20,000,000 Banc of America Securities LLC 12,500,000 12,500,000 Wachovia Securities, Inc. 10,000,000 10,000,000 McDonald Investments Inc. 10,000,000 10,000,000 ------------ ------------ Total $100,000,000 $100,000,000 - ----- ============ ============ Identification of Notes: The 2012 Notes shall be The 2032 Notes shall be designated 4.75% First designated 6.00% First Mortgage Bonds due 2012 Mortgage Bonds due 2032 Aggregate Principal Amount: $100,000,000 $100,000,000 Issue Date: November 15, 2002 November 15, 2002 Original Interest Accrual Date: November 15, 2002 November 15, 2002 Interest Rate: 4.75% 6.00% Maturity Date: November 15, 2012 November 15, 2032 Interest Payment Dates: April 15 and October 15, April 15 and October 15, commencing April 15, 2003 commencing April 15, 2003 Regular Record Dates: March 31 and September 30 March 31 and September 30 Discount or Commission: 0.625% of Principal Amount 0.750% of Principal Amount Purchase Price (Price to be paid to 98.323% of Principal Amount 98.706% of Principal Amount Idaho Power Company after discount or commission): Closing Date: November 15, 2002 November 15, 2002 Price to Public: 98.948% 99.456% Purchase Date and Time: November 15, 2002 at 10 a.m., November 15, 2002 at 10 a.m., Eastern Time Eastern Time Place for Delivery of Notes and LeBoeuf, Lamb, Greene & LeBoeuf, Lamb, Greene & Payment Therefor: MacRae, L.L.P. MacRae, L.L.P. 125 West 55th Street, 125 West 55th Street, New York, New York New York, New York Method of Payment: Wire transfer of immediately Wire transfer of immediately available funds available funds Redemption Provisions, if any: See "Optional Redemption" below. See "Optional Redemption" below. 2 Modification, if any, in the The undersigned shall have The undersigned shall have requirements to deliver the received the documents received the documents documents specified in specified in Section 6(b)(i), specified in Section 6(b)(i), Section 6(b) of each of the (ii), (iii) and (iv) of each of the (ii), (iii) and (iv) of each of the Agreements: Agreements, each dated as of Agreements, each dated as of the Closing Date, except that the Closing Date, except that the comfort letter furnished by the comfort letter furnished by Deloitte & Touche LLP will be Deloitte & Touche LLP will be dated November 12, 2002 dated November 12, 2002 Period during which 30 days 30 days additional Notes may not be sold pursuant to Section 4(1) of each of the Agreements: Syndicate Provisions (Set If any one or more of the If any one or more of the forth any provisions relating undersigned shall fail to undersigned shall fail to to underwriters' default and purchase and pay for any of purchase and pay for any of step-up of amounts to be the 2012 Notes agreed to be the 2032 Notes agreed to be purchased): purchased by it hereunder and purchased by it hereunder and such failure to purchase shall such failure to purchase shall constitute a default in the constitute a default in the performance of its or their performance of its or their obligations under this Terms obligations under this Terms Agreement, the remaining of Agreement, the remaining of the undersigned shall be the undersigned shall be obligated severally to take up obligated severally to take up and pay for (in the respective and pay for (in the respective proportions which the amounts proportions which the amounts of 2012 Notes set forth of 2032 Notes set forth opposite its or their name opposite its or their name above bears to the aggregate above bears to the aggregate amount of 2012 Notes set forth amount of 2032 Notes set forth opposite the names of all the opposite the names of all the remaining undersigned above) remaining undersigned above) the 2012 Notes which the the 2032 Notes which the defaulting undersigned agreed defaulting undersigned agreed but failed to purchase; but failed to purchase; provided, however, that in the provided, however, that in the event that the aggregate event that the aggregate amount of 2012 Notes which it amount of 2032 Notes which it or they agreed but failed to or they agreed but failed to purchase shall exceed 10% of purchase shall exceed 10% of the aggregate amount of 2012 the aggregate amount of 2032 3 Notes, the remaining of the Notes, the remaining of the undersigned shall have the undersigned shall have the right to purchase all, but shall right to purchase all, but shall not be under any obligation to not be under any obligation to purchase any, of the 2012 purchase any, of the 2032 Notes, and if they do not Notes, and if they do not purchase any of the 2012 purchase any of the 2032 Notes within 36 hours after Notes within 36 hours after such default, the Company such default, the Company shall be entitled to a further shall be entitled to a further period of 36 hours within period of 36 hours within which to procure another party which to procure another party or other parties reasonably or other parties reasonably satisfactory to Banc One satisfactory to Banc One Capital Markets, Inc. to Capital Markets, Inc. to purchase the 2012 Notes. If purchase the 2032 Notes. If the Company fails to procure the Company fails to procure another party to purchase the another party to purchase the 2012 Notes within such period, 2032 Notes within such period, this Terms Agreement will this Terms Agreement will terminate without liability to terminate without liability to any nondefaulting undersigned any nondefaulting undersigned except as provided in Section 9 except as provided in Section 9 of each of the Agreements. In of each of the Agreements. In the event of any default as the event of any default as described herein, the Closing described herein, the Closing Date shall be postponed for Date shall be postponed for such period, not exceeding five such period, not exceeding five (5) business days, as Banc One (5) business days, as Banc One Capital Markets, Inc. shall Capital Markets, Inc. shall determine in order that the determine in order that the required changes in the Pricing required changes in the Pricing Supplement or in any other Supplement or in any other documents or arrangements documents or arrangements may may be effected. Nothing may be effected. Nothing contained in this Terms contained in this Terms Agreement shall relieve any of Agreement shall relieve any of the undersigned that shall the undersigned that shall default of any liability for default of any liability for damages occasioned by such damages occasioned by such default. default.
4 Optional Redemption The Company may, at its option, redeem the 2012 Notes or the 2032 Notes (collectively, the "Notes"), in whole or in part, at any time, 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 and interest on the Notes to be redeemed (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 15 basis points, in the case of the 2012 Notes, and plus 20 basis points, in the case of the 2032 Notes, plus in either case interest accrued and unpaid on the Notes to be redeemed to the date fixed for redemption. The Company will mail notice of any 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. 5 "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 One Capital Markets, Inc., U.S. Bancorp Piper Jaffray Inc., Banc of America Securities LLC and their respective successors, unless any of them 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 Dealer selected by the Company. 6 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 One Capital Markets, Inc. By: /s/ C. Victor Manny ------------------------------------- Name: C. Victor Manny Title: Managing Director U.S. Bancorp Piper Jaffray Inc. By: /s/ Robert A. Krueger ------------------------------------- Name: Robert A. Krueger Title: Managing Director Banc of America Securities LLC By: /s/ Lily Chang ------------------------------------- Name: Lily Chang Title: Principal Wachovia Securities, Inc. By: /s/ Keith Mauney ------------------------------------- Name: Keith Mauney Title: Managing Director McDonald Investments Inc. By: /s/ Andrew T. Redinger ------------------------------------- Name: Andrew T. Redinger Title: Sr. Vice President Accepted: Idaho Power Company By: /s/ Darrel T. Anderson -------------------------------- Name: Darrel T. Anderson Title: Vice President, Chief Financial Officer and Treasurer