IDACORP INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

Item 1.01 Entry Into a Material Definitive Agreement.

IDACORP Credit Facility

On December 3, 2021, IDACORP, Inc. (“IDACORP”) entered into a Second Amendment
to Credit Agreement (the “IDACORP Facility Amendment”) with Wells Fargo Bank,
National Association, as administrative agent, an extending lender, swingline
lender, and LC issuer; JPMorgan Chase Bank, N.A.; KeyBank National Association
and MUFG Union Bank, N.A., as extending lenders and LC Issuers; and the other
financial institutions party thereto, as lenders (collectively, “Lending
Parties”). The IDACORP Facility Amendment amends IDACORP’s existing Credit
Agreement, dated November 6, 2015, as amended from time to time (collectively
with the IDACORP Facility Amendment, the “IDACORP Facility”), among IDACORP and
certain of the Lending Parties, which was filed as Exhibits 10.8 and 10.10 to
IDACORP’s Annual Report on Form 10-K for the year ended December 31, 2020 (“2020
Form 10-K”).

The IDACORP Facility is a $100 million revolving line of credit that matures on
December 6, 2025 (the “Termination Date”). Each borrowing under the IDACORP
Facility is due no later than the Termination Date. The IDACORP Facility, which
will be used for general corporate purposes and commercial paper backup,
provides for the issuance of loans not to exceed the aggregate principal amount
outstanding at any one time of $100 million, including swingline loans not to
exceed an aggregate principal amount outstanding at any time of $10 million and
letters of credit in an aggregate principal amount at any time outstanding not
to exceed $50 million. IDACORP has the right to request an increase in the
aggregate principal amount of the IDACORP Facility to $150 million and to
request up to two one-year extensions of the credit agreement, in each case
subject to certain conditions.

The amendments to the IDACORP Facility included in the IDACORP Facility
Amendment extended the Termination Date of the IDACORP Facility to 2025 and
provided additional information on potential alternatives, successors or
replacement rates for the London interbank offered rate (“LIBOR”) in the event
it is no longer available as of the date of borrowing, among other things.

Advertisement

Idaho Power Credit Facility

On December 3, 2021, Idaho Power Company (“IPC”), a wholly owned subsidiary of
IDACORP, entered into a Second Amendment to Credit Agreement (the “IPC Facility
Amendment”) with the Lending Parties. The IPC Facility Amendment amends IPC’s
existing Credit Agreement, dated November 6, 2015, as amended from time to time
(collectively with the IPC Facility Amendment, the “IPC Facility,” and together
with the IDACORP Facility, the “Facilities”), among IPC and certain of the
Lending Parties, which was filed as Exhibits 10.9 and 10.11 to the 2020 Form
10-K.

The IPC Facility is a $300 million revolving line of credit that matures on
December 6, 2025. Each borrowing under the IPC Facility is due no later than the
Termination Date. The IPC Facility, which will be used for general corporate
purposes and commercial paper backup, provides for the issuance of loans and
standby letters of credit not to exceed the aggregate principal amount
outstanding at any one time of $300 million, including swingline loans not to
exceed an aggregate principal amount outstanding at any time of $30 million and
letters of credit in an aggregate principal amount at any time outstanding not
to exceed $50 million. IPC has the right to request an increase in the aggregate
principal amount of the IPC Facility to $450 million and to request up to two
one-year extensions of the credit agreement, in each case subject to certain
conditions, including, without limitation, obtaining all required approval
orders of any public utilities commission or any other applicable regulatory
body having jurisdiction over Idaho Power.

The amendments to the IPC Facility included in the IPC Facility Amendment
extended the Termination Date of the IPC Facility to 2025 and provided
additional information on potential alternatives, successors or replacement
rates for LIBOR in the event it is no longer available as of the date of
borrowing, among other things.

Summary of Additional Terms of the Facilities

The IDACORP Facility and the IPC Facility have similar terms and conditions. The
interest rates for any borrowings under the Facilities are based on either (1) a
floating rate that is equal to the highest of the prime rate, federal funds rate
plus 0.5 percent, or LIBOR rate plus 1.0 percent or (2) the LIBOR rate, plus, in
each case, an applicable margin, provided that the federal funds rate and LIBOR
rate will not be less than 0.0 percent. The applicable margin is based on
IDACORP’s or IPC’s, as applicable, senior unsecured long-term indebtedness
credit rating by Moody’s Investors Service, Inc., Standard and Poor’s Ratings
Services,

——————————————————————————–

and Fitch Rating Services, Inc., as set forth on a schedule to the Facilities.
The facility fee for each of the Facilities is also determined by those ratings
and is set forth on a schedule to the Facilities.

The events of default under the Facilities include, without limitation,
non-payment of principal, interest, or fees; materially false representations or
warranties; breach of covenants; bankruptcy or insolvency events; condemnation
of property; cross-default to certain other indebtedness; failure to pay certain
judgments; change of control; failure of IDACORP to own free and clear of liens
the voting stock of IPC; the occurrence of specified events or the incurring of
specified liabilities relating to benefit plans; and the incurring of certain
environmental liabilities, subject, in certain instances, to cure periods.

Upon any event of default relating to the voluntary or involuntary bankruptcy of
IDACORP or IPC or the appointment of a receiver, the obligations of the lenders
to make loans under the applicable facility and to issue letters of credit will
automatically terminate and all unpaid obligations will become due and payable.
Upon any other event of default, the lenders holding greater than 50 percent of
the outstanding loans or greater than 50 percent of the aggregate commitments
(“Required Lenders”), or the administrative agent with the consent of the
Required Lenders, may terminate or suspend the obligations of the lenders to
make loans under the applicable facility and to issue letters of credit under
the facility and/or declare the obligations to be due and payable. During an
event of default under the Facilities, the lenders may, at their option,
increase the applicable interest rates then in effect and the letter of credit
fee by 2.0 percent per annum.

The Facilities each contain a covenant requiring IDACORP and IPC to maintain a
leverage ratio of consolidated indebtedness to consolidated total capitalization
(each as defined in the Facilities) equal to or less than 0.65 as of the end of
each fiscal quarter. The Facilities contain additional covenants related to,
among other items, prohibitions against specified forms of mergers,
acquisitions, and investments; restrictions on the creation of certain liens,
subject to exceptions, including the lien of IPC’s first mortgage; and
prohibitions on entering into any agreement restricting the ability of
subsidiaries to declare or pay dividends, subject to certain exceptions.

Copies of the IDACORP Facility and IPC Facility are filed as Exhibit 10.1 and
10.2, respectively, to this Current Report on Form 8-K and are incorporated by
reference into this Item 1.01. The description above is a summary of the
Facilities, does not provide a complete description of the Facilities, and is
qualified in its entirety by the complete text of the Facilities themselves.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this report is incorporated into
this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed as part of this report.

     Exhibit             Description
     Number

      10.1                 Second Amendment to Credit Agreement, dated December 3, 2021, among
                         IDACORP, Inc., Wells Fargo Bank, National Association, as administrative
                         agent, an extending lender, swingline lender, and LC issuer; JPMorgan Chase
                         Bank, N.A.; KeyBank National Association and MUFG Union Bank, N.A., as
                         extending lenders and LC Issuers; and the other financial institutions
                         party thereto
      10.2                 Second Amendment to Credit Agreement, dated December 3, 2021, among Idaho
                         Power Company, Wells Fargo Bank, National Association, as administrative
                         agent, an extending lender, swingline lender, and LC issuer; JPMorgan Chase
                         Bank, N.A.; KeyBank National Association and MUFG Union Bank, N.A., as
                         extending lenders and LC Issuers; and the other financial institutions
                         party thereto
       104               Cover Page Interactive Data File (embedded within the Inline XBRL document)

——————————————————————————–