Exhibit 10.2
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to Amended and Restated Credit Agreement (this "First
Amendment"), is dated as of February 2, 2010, and entered into by and among
Idaho Power Company, an Idaho corporation (the "Borrower"), the Lenders party
hereto and Wachovia Bank, National Association ("Wachovia"), as Administrative
Agent for the Lenders.
RECITALS
A.
The Borrower, the several lenders from time to time parties thereto
(the "Lenders") and the Administrative Agent are party to the Amended and
Restated Credit Agreement dated as of April 25, 2007 (as amended, restated and
modified from time to time, the "Credit Agreement").
Capitalized terms used
herein without definition shall have the meanings given to them in the Credit
Agreement.
B.
The Borrower has requested certain amendments to the Credit Agreement
and the Administrative Agent and the Required Lenders have agreed to make such
amendments on the terms and conditions set forth herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
1.1
AMENDMENTS TO SECTION 1.1 (DEFINED TERMS).
(A)
THE FOLLOWING DEFINITIONS ARE HEREBY ADDED TO SECTION 1.1 OF
THE CREDIT AGREEMENT IN APPROPRIATE ALPHABETICAL ORDER:
"First Amendment" shall mean the First Amendment to Amended and Restated Credit
Agreement, dated as of February 2, 2010, among the Borrower, the Lenders party
thereto, and the Administrative Agent.
"First Amendment Effective Date" shall mean the date upon which the conditions
to the effectiveness of the First Amendment set forth in Article II thereof are
satisfied or waived in accordance with their terms.
(B)
THE FOLLOWING DEFINITION IN SECTION 1.1 OF THE CREDIT
AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY:
C-1163363v2 18445.00012
"REPORTABLE EVENT" MEANS A REPORTABLE EVENT AS DEFINED IN SECTION 4043 OF ERISA
AND THE REGULATIONS ISSUED UNDER SUCH SECTION, WITH RESPECT TO A PLAN,
EXCLUDING, HOWEVER, SUCH EVENTS AS TO WHICH THE PBGC HAS BY REGULATION WAIVED
THE REQUIREMENT OF SECTION 4043(A) OF ERISA THAT IT BE NOTIFIED WITHIN THIRTY
(30) DAYS OF THE OCCURRENCE OF SUCH EVENT."
1.2
AMENDMENTS TO SECTION 5.9 (ERISA).
SECTION 5.9 IS HEREBY
AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
"5.9
ERISA.
NEITHER THE BORROWER NOR ANY OTHER MEMBER OF THE CONTROLLED
GROUP HAS INCURRED, OR IS REASONABLY EXPECTED TO INCUR, ANY WITHDRAWAL LIABILITY
TO MULTIEMPLOYER PLANS IN EXCESS OF $25,000,000 IN THE AGGREGATE.
EACH PLAN
COMPLIES IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE REQUIREMENTS OF LAW AND
REGULATIONS, NO REPORTABLE EVENT HAS OCCURRED WITH RESPECT TO ANY PLAN, NEITHER
THE BORROWER NOR ANY OTHER MEMBER OF THE CONTROLLED GROUP HAS WITHDRAWN FROM ANY
PLAN OR INITIATED STEPS TO DO SO, AND NO STEPS HAVE BEEN TAKEN TO REORGANIZE OR
TERMINATE ANY PLAN.
NEITHER THE BORROWER NOR ANY MEMBER OF THE CONTROLLED GROUP
HAS (I) FAILED TO MEET THE MINIMUM FUNDING STANDARD OF SECTION 412(A) OF THE
CODE OR SECTION