BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST
THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY
THE BORROWER AGAINST THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER OR
ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW
YORK, NEW YORK.
14.3
WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT, THE
SWINGLINE LENDER, EACH LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN
ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
[Signatures Follow]
82
IN WITNESS WHEREOF, the Borrower, the Lenders, the Swingline Lender, the LC
Issuers and the Administrative Agent have executed this Agreement as of the date
first above written.
IDACORP, INC.
By:
/s/ Steven R. Keen
Name:
Steven R. Keen
Title:
Senior Vice President, Chief Financial Officer and Treasurer
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender, Swingline Lender, an LC
Issuer and as Administrative Agent
By:
/s/ Gregory R. Gredvig
Name:
Gregory R. Gredvig
Title:
Vice President
JPMORGAN CHASE BANK, N.A., as an LC Issuer and as a Lender
By:
/s/ Nancy R. Barwig
Name:
Nancy R. Barwig
Title:
Credit Risk Director
KEYBANK NATIONAL ASSOCIATION, as an LC Issuer and as a Lender
By:
/s/ Keven D. Smith
Name:
Keven D. Smith
Title:
Senior Vice President
MUFG UNION BANK, N.A., as an LC Issuer and as a Lender
By:
/s/ Eric Otieno
Name:
Eric Otieno
Title:
Vice President
BANK OF AMERICA, N.A., as a Lender
By:
/s/ Sean Edwards
Name:
Sean Edwards
Title:
Senior Vice President
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:
/s/ Holland H. Williams
Holland H. Williams
Vice President
THE BANK OF NEW YORK MELLON, as a Lender
By:
/s/ Mark W. Rogers
Name:
Mark W. Rogers
Title:
Vice President
SCHEDULE I
PRICING SCHEDULE
Pricing Level
Debt Rating
Applicable
Margin for Eurodollar Advances
Applicable Margin for Floating Rate Advances
Facility Fee
Level I
≥A/A2/A
0.775%
0.00%
0.10%
Level II
A-/A3/A-
0.875%
0.00%
0.125%
Level III
BBB+/Baa1/BBB+
0.95%
0.00%
0.175%
Level IV
BBB/Baa2/BBB
1.05%
0.05%
0.20%
Level V
BBB-/Baa3/BBB-
1.25%