HomeMy WebLinkAbout11 Idacorp Credit line REVISED REPORT
Agenda Item # I
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u. � :
Memorandum
To: Board of Directors
From: Mary Chapman
Date: May 1, 2001
Subject: Consideration of approving the terms of a letter of Credit and Line of
Credit for purposes of implementing the wholesale power contract between the
District and Idaho Power Company (Idacorp Energy)
Enclosed are revised copies of the documents that will need to be executed in order for
U.S. Bank to issue an Irrevocable Standby Letter of Credit to Idaho Power Company on
the District's behalf. The original documents, which you received in your packet, have
now been reviewed and modified by David Bezotte of US Bank, US Bank's attorney and
Steve Gross. The Irrevocable Standby Letter of Credit has been reviewed by David
Bezotte, US Bank's attorney, Steve Gross and Bob Kennison, the credit manager for
Idaho Power Company.
The documents are as follows:
1. Application and Agreement for Standby Letter of Credit
2. Irrevocable Standby Letter of Credit
3. Standby Letter of Credit $1,500,000 Term Sheet May 2, 2001
4. Reimbursement Agreement for Standby Letter of Credit
5. Schedule 1 —Authorization Reimbursement Agreement for Standby Letter of Credit
6. Exhibit A— Promissory Note
7. Truckee Donner Public Utility District resolution authorizing the District to enter into
the reimbursement agreement.
In addition, Steve Gross will have to issue an opinion letter regarding the District's ability
to enter into these agreements. Steve did not have time to get this done before he left
town.
application and.-lgreement for Standby Letter of Credit
- Bank Cse Only
7bank. j LC No.
tandbv Letters of Credit,WWH-277
1420 5-ru Ave., 9's Floor � Date Rec'd
Seattle, Wa 98101
('_06) 34-1-2398/53,55
The undersigned(`Applicant",whether one or more)hereby requests you to establish an irrevocable Lettcr of Credit(hereinafter referred to as the
"Credit")as set forth below in such language as•you may deem appropriate,with such variations from such terns as von ma_v in your discretion
determine necessary and are not materially inconsistent with this Application,and forward the same bv: ❑SW7T/Telex; 171 Courier,through
your correspondent or directly to beneficiary.
❑ Fax copy to: Attention:
In Favor of(Bioupiciarv) For Account Of(Applicant)
i
Idaho Power Corporation Truckee Donner Public Utility District
1221 West Idaho Street 11570 Donner Pass Road
Boise, Idaho 83707 P.O. Box 309
Truckee, CA 96160
Advising Bank Amount
s 1,500,000.00
Partial Drawings Allowed Not Allowed_
Expiring at the close of business on) (date)
At our counters unless otherwise specified.
To be available by drafts at sight drawn on you or,at your option,by a written or authenticated SWIFT/telex demand for payment.
®PLEASE ISSUE THE CREDIT IN THE FORM OF THE ATTACHED DOCUMENT LABELED"EXHIBIT A"AND SIGNED BY
APPLICANT.
Document(s), if any, required to accompany drawing(s):
R5. su PP14 gener,ecvpies oCC e-ertl�;eoje/ lnJo�ee Copy �� Q , Io 1C
Additional Conditions: {E55 �'•��� 1 1 .
pre yearexe;q— (� utoma} G eX�ertslon
In consideration of your issuance of the Credit,the undersigned Applicant(s),jointly and/or severally agree(s)to the terms and conditions set forth
above and in the most recent Continuing Reimbursement Agreement for Standby Letters of Credit executed by Applicant.
------- -------- ----------- -------- ------------------------
Account Number:: Telephone Number Applicant Name
Street Address City State zip
I
Authorized Signature Title
FOR ADMINISTRATIVE USE ONLY: Applicant's signature is verified and authority to sign in confirmed.The extension of credit is approved
in accordance with the Bank's current requirements.
Account Officer's Name(Please Print) Officer Number Account Officer's Signature
I
Obligor Number Cost Center Mail Code Telephone Number Fee
Rate Manual Other
Rev.2/00
U.S. Bank National Association
International Department
1420 Fifth Avenue, 9th Floor
Seattle, WA 98101 U.S.A.
Phone: 206-344-2398
Fax :206-344-5374
IRREVOCABLE STANDBY LETTER OF CREDIT
Letter of Credit No. SLCSSEAOOxxx
Date of Issuance:
Date of Expiration:
-----------------------------------------------------------------------------------------------------------
Applicant Beneficiary
Truckee Donner Public Utility District Idaho Power Company
11570 Donner Pass Road 1221 West Idaho Street
P.O. Box 309 Boise, Idaho 83702
Truckee, CA 96160
We hereby establish our Irrevocable Letter of Credit Number SLCSSEAOOxxx in favor
of Idaho Power Company for the account of Truckee Donner Public Utility District up to
an aggregate amount of USD 1,500,000.00 (One Million Five Hundred Thousand and
no/100 U.S. Dollars), to expire at our counters, currently located at 1420 5'Avenue,
9t6 Floor, Seattle, WA 98101 on . This letter of credit is available for
payment against your draft(s) at sight drawn on us and accompanied by the following:
1. This original Irrevocable Standby Letter of Credit and subsequent amendments, if
any;
2. A certificate signed by an authorized officer of Idaho Power Company stating that
Truckee Donner Public Utility District is in default under the agreement for the Sale
and Purchase of Firm Capacity and Energy by and between Idaho Power Company
and Truckee Donner Public Utility District effective July 1, 1997, the First
Amendment, Second Amendment, Third Amendment thereto and any other
subsequent amendments thereto; and
3. A copy of the overdue invoice, certified as true and correct by an authorized officer of
Idaho Power Company.
THIS PAGE I FORMS AN INTEGRAL PART OF LETTER OF CREDIT NO. SLCSSEA00
It is a condition of this Letter of credit that it shall be automatically extended, without
amendment, for an additional period of one year from the present expiration date or each
future expiration date, unless we have notified you in writing not less than thirty (30)
days before such expiration date, that we elect not to renew this letter of credit. In no
event will the credit be extended beyond January 31, 2010. All written notification shall
be sent via courier.
We agree with you that all draft(s) drawn under and in compliance with this letter of
credit will be honored on presentation to us as specified herein on or before the expiration
date of this letter of credit. The number and date of the credit and the name of our bank
must be quoted on all drafts required. Partial drawings are permitted.
This credit is subject to "The Uniform Customs and Practice For Documentary Credits"
(1993 revision) International Chamber of Commerce Publication No. 500
U.S. Bank National Association
International Banking Division
Authorized Signature
THIS PAGE 2 FORMS AN INTEGRAL PART OF LETTER OF CREDIT NO. SLCSSEA00
Truckee Donner Public Utility District
California
Standby Letter of Credit
$1,5007000
Term Sheet
May 2, 2001
Borrower Truckee Donner Public Utility District, ("District").
Facility U. S. Bank National Association (the "Bank") will issue a Standby
Letter of Credit (the "LC") on behalf of the District in the favor of Idaho
Power Company, (the "Beneficiary").
Purpose The LC will provide in part security for payments of the District to the
Beneficiary under an "Agreement for the Sale and Purchase of Firm
Capacity and Energy Between the Idaho Power Company and the
Truckee Donner Public Utility District" as signed on July 1, 1997 and
amended thereafter, (the "Sale Agreement").
Terms The LC will be issued with an expiry date of one year from the date of
its issuance but with language calling for automatic renewal for one
year unless the Bank by written notification notifies the District 30
days prior to each expiry date that the Bank is electing not to renew
the LC. Such extension without amendment shall continue for the
term of the Sale Agreement between the District and the Beneficiary,
January 31, 2010. Extension will be at the Bank's sole discretion and
determination.
Draw Draws, if any, would be a Net Revenue Note obligation of the
District's electric department in accordance with Reimbursement
Agreement. The Note would pay interest monthly at a rate of "Prime
plus 1.00W. Principal would be payable within 90-days of the Draw.
"Prime Rate": The rate of interest from time to time publicly
announced by the Bank as its "prime rate". The Bank may lend to its
customers at rates that.are at, above or below the Prime Rate. For
purposes of determining any interest rate, which is based on the
Prime Rate, such interest rate shall change on the effective date of
any change in the Prime Rate.
Accrual basis Actuall360.
Fee Annual Letter of Credit fee of 50 Basis Points of principal due in
advance at each anniversary date.
Acceptance Fee A one-time $5,000 acceptance fee due at issuance.
Security Security for the Reimbursement Agreement will be a pledge of net
revenues of the District defined as all revenues of the Applicant's
electric system less operation and maintenance and debt service on
the existing electric system certificates of participation.
Covenants Standard covenants regarding maintenance of business operations
and retention of net electric revenues of the Applicant's electric
system and all other legally available revenues of the electric system
in an amount sufficient to meet 110% of the annual debt service of all
outstanding obligations secured by net revenues so long as they and
the LC are outstanding.
Documentation Documentation for the Reimbursement Agreement and LC will be
prepared by Counsel to the Bank. Documentation will also include an
appropriate authorizing resolution of the District along with a validity
opinion of the District's own Counsel that the Reimbursement
Agreement and LC are legal, valid and binding obligations of the
District. Costs of Bank Counsel will be the responsibility of the District
and are estimated to run at between $2,500 to $5,000.
Costs All costs for the account of the District, including closing costs, Bank
legal fees, and other usual and customary expenses.
Under California State Law, oral commitments to lend are unenforceable. The above terms are
a summary and not meant to be all-inclusive of what a final commitment and actual loan
documents may look like.
Terms accepted by:
Title Date
Reimbursement Agreement for
Standby Letter of Credit
This Reimbursement Agreement for Standby Letter of Credit is made this _day of May,
2001, by and between U. S. Bank National Association ("Bank") and the Truckee Donner Public
Utility District, a California public utility district ("Applicant").
1. The Credit.
a) Applicant has requested Bank to issue one standby letter of credit in the face amount
of One Million Five Hundred Thousand and no/100 Dollars (including all renewals,
extensions and replacements, (the "Credit"), substantially in accordance with the
terms of an application ("Application") submitted to Bank by Applicant. The Credit will
be irrevocable unless the Beneficiary releases the Credit pursuant to the terms of the
Credit. The Credit may be reduced by amendment requested by Applicant and the
Beneficiary. Bank may sell, assign or participate all or any part of its rights and
obligations under this Agreement, the application and the Credit.
b) Bank hereby is authorized to set forth in the Credit the terms appearing in the
Application, with such modifications as Bank in its discretion may determine are
appropriate or necessary and are not materially different from such terms.
c) All communications relating to the Credit will be sent at Applicant's risk. Bank shall
have no responsibility for any inaccuracy of translation, or any error or delay in
transmission or delivery by mail, telecommunication or any other method outside of
the Bank's reasonable control, including all communications made through a
correspondent.
d) Neither Bank nor its correspondents shall be in any way responsible for the
performance of any beneficiary's obligations to Applicant or for the form, sufficiency,
accuracy, genuiness, authority of person signing, falsification or legal effect, of any
documents required by the Credit if such documents appear in order on their face.
Whether the documents conform to the terms of the Credit and whether any demand
is timely and in proper form shall be independently determined by Bank in its sole
discretion, which determination shall be final and binding on Applicant.
e) Subject to Section 6a, Bank may, in its discretion, honor Applicant's request to
increase the amount of the Credit, extend the time for making and honoring of
demands under the Credit and otherwise modify the terms and conditions governing
the Credit. In the event of any extension of the maturity or time for negotiation or
presentation of the drafts or documents or any other modification of the terms or
provisions of, or increase in the amount of, the Credit at the request or with the
consent of the Applicant, this Agreement shall be binding upon the Applicant with
regard to (i) the Credit as so increased or otherwise modified, (ii) drafts, documents
and property covered thereby, and (iii) any action taken by Bank or Bank's
correspondents in accordance with such extension, increase or other modification.
Bank and any of Bank's correspondents may pay any draft dated on or before the
expiration of any time limit expressed in the Credit, regardless of when drawn or
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presented for payment and when or whether negotiated, provided the required
documents are presented prior to the expiration of the Credit.
f) Applicant shall promptly review all information, documents and instruments delivered
to Applicant from time to time by Bank, including the Credit upon issuance and any
amendments and all related presentations and negotiations, and shall notify Bank
within five banking days after receipt if Applicant claims that Bank has failed to
comply with Applicant's instructions or Bank's obligations with respect to the Credit,
has wrongfully honored or dishonored any presentation under the Credit or claims
any other irregularity. If Applicant does not so notify Bank within such time period,
Applicant shall be conclusively deemed to have waived and shall be precluded from
asserting such claim(s).
g) If requested by Applicant and agreed to by Bank, Customer will send letter of credit
related transmissions to Bank via U. S. Bank Global Connections, including without
limitation requests for amendment of the Credit or other related authorizations and
instructions. Notwithstanding anything contrary in this Agreement, Customer shall be
bound by any transmission to Bank that is accepted in accordance with the
procedures established for U. S. Bank Global Connections.
2. Reimbursement Obligations. Applicant promises to pay to the order of Bank at 1420 Fifth
Avenue, Seattle, Washington 98101, 9" Floor, the following amounts:
a) Commencing on the first day of each calendar month following the date of drawing
and continuing on the first day of each calendar month thereafter, all accrued interest
on the principal amount of each draft or other request for payment (herein called a
draft) drawn under the Credit (whether drawn before, on, or, if in accordance with the
law applicable to the Credit, after the expiration date stated in the Credit). Interest on
all amounts due under this Agreement will accrue from the applicable date of
drawing until paid at the Prime Related Rate, as defined below, per annum. The
Prime Rate is the rate of interest in effect for such day as publicly announced from
time to time by Bank as its Prime Rate. The Prime Rate is a rate set by Bank based
upon various factors including Bank's costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some loans,
which may be priced at, above, or below such announced rate. Any change in the
Prime Rate announced by Bank shall take effect at the opening of business on the
day specified in the public announcement of such change. The Prime Related Rate
is the Prime Rate plus 1.00%. Interest shall be calculated on the basis of a 360-day
year and the actual number of days elapsed.
b) Ninety (90) days following the date of drawing, the entire principal amount of each
draft drawn under the Credit.
c) Annually on May _ of each year, a commission, at the rate of 50 basis points
(.50%) per annum of the outstanding undrawn amount of the Credit as of such date
prorated to the expiration date of the Credit. The commission shall be non-
refundable, whether or not the Credit is drawn upon, reduced in time or amount or
otherwise modified.
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d) On demand, all of Bank's standard fees and charges according to Bank's then
outstanding standard fee schedule on all drafts, amendments, extensions and other
transactions in regard to the Credit.
e) On demand, all taxes, levies, imposts, duties, charges, fees, deductions or
withholdings of any nature whatsoever paid or incurred by Bank in connection with
this Agreement, the Credit or any related transactions, and any liability with respect
thereto (including but not limited to interest, penalties and expenses). This obligation
shall survive reimbursement of drawings under the Credit.
The obligation of applicant to reimburse Bank for drawings under the Credit shall be
evidenced by a promissory note, in the form of Exhibit A, attached hereto (the "Note").
Applicant hereby agrees to authorize on demand wire transfers to Bank from any of its
accounts all amounts due to Bank under this agreement. Applicant will pay all fees which
result from this activity. If for any reason Applicant does not wire the Bank for any amount
due or if a wire is reversed, the amount due is still owing to Bank as set forth herein.
Default and Remedies.
a) Time is of the essence in this Agreement. The occurrence of any of the following
shall be an Event of Default hereunder:
(i) Default in payment or performance of any of Applicant's obligations hereunder or
under the Note or other agreement between Bank and Applicant related to the
Credit.
(ii) Dissolution, termination of existence, insolvency or business failure of,
appointment of a receiver for any part of the property of, assignment for the
benefit of creditors by, commencement of any proceeding under any bankruptcy
or insolvency laws by or against, or entry of judgment against, applicant
(iii) Any warranty, representation or statement made or furnished to Bank by
Applicant proves to have been false in any material respect when made or
furnished.
(iv)Any event which gives the holder of any debt obligation of Applicant the right to
accelerate its maturity, whether or not such right is exercised.
(v) Any guaranty of Applicant's obligations hereunder ceases to be, or is asserted by
any person not to be, in full force and effect.
(vi)Any material adverse change in the financial condition of Applicant, or if Bank for
any reason in good faith, deems itself insecure.
b) Upon the occurrence of any Event of Default and at any time thereafter, Bank at is
option and in addition to all other rights of Bank under this Agreement, any related
agreement and applicable law, may:
(i) Without notice or demand declare the amount for which the Credit was issued
and any other amounts owing hereunder immediately due and payable.
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(ii) Exercise any and all rights and remedies under applicable law.
4. Certain Warranties. Applicant represents and warrants that:
a) The execution, delivery and performance of this Agreement are within its authority
and are not in contravention of law, or any terms of any agreement, instrument, order
or judgment to which Applicant is a party or by which it or its property may be bound
or of any provision of its charter document or bylaws.
b) Applicant has obtained all necessary approvals, resolutions, ordinances and
consents for the Credit.
c) This is an Electric Net Revenue obligation pledge. Electric Net Revenue is defined as
all operating revenues earned by the District's electric system and all other legally
available revenues of the electric system.
d) The Credit, and the transactions related thereto, shall be in compliance with any
federal, state, local and fbreign laws, regulations, treaties or customs applicable to
Bank or Applicant, including, without limitation, the regulations promulgated by Office
of Foreign Assets Control (OFAC), and any other foreign or domestic legal restriction
on doing business with certain individuals or countries.
5. Changes to Laws and Regulations. If any adoption of or change in law or regulation, or in
the interpretation of administration thereof by any official authority shall impose on Bank any
tax, charge, fee, deduction or withholding of any kind whatsoever, or shall impose or modify
any reserve requirements, standards regarding capital adequacy or any other conditions
affecting this Agreement or the Credit, and the result of any of the foregoing shall be to
increase the cost to Bank of issuing and maintaining the Credit, reduce the amount of any
sum receivable by Bank hereunder or reduce the rate of return on Bank's capital, then
Applicant shall pay to Bank, upon demand, such additional amount or amounts as Bank may
specify to be necessary to compensate Bank for such additional costs incurred or reduction
suffered.
6. General Terms and Conditions.
a) Notwithstanding any other term hereof, Applicant understands and agrees that the
Credit can be revoked or amended only with the consent of the Beneficiary of the
Credit, the Bank and any confirming bank.
b) Applicant shall give Bank prior written notice of any change of name, address or
place of business. Any notice of any nature by applicant to Bank must be given at
Bank's office to which the application was submitted.
c) The singular includes the plural. This Agreement shall be binding on Applicant, its
successors and assigns, and shall inure to the benefit of Bank or Bank's successors,
transferees and assigns. Notwithstanding the foregoing, the applicant may not assign
its rights under this Agreement without Bank's prior written consent.
d) Notwithstanding the title appearing on any Credit instrument, the rights and
obligations of Bank and Applicant with respect to the Credit shall be as set forth
herein.
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e) The Application and/or the Credit will set forth which rules or customs apply to the
corresponding Credit. Such rules and customs may include, but are not limited to,
the International Standby Practices, as published by the International Chamber of
Commerce ("ISP") or the Uniform Customs and Practice for Documentary Credits, as
published by the International Chamber of Commerce ("UCP"). In any event, the
rules or practices set forth in the Credit are incorporated herein and shall govern the
Credit. This Agreement and the Credit shall be governed by the internal laws of the
State of California and the United States of America (the Governing Laws), except to
the extent such laws are inconsistent with the rules adopted in the Application as set
forth above.
f) Whenever any payment is to be made under this Agreement on any day other than a
Business Day, such payment may be made on the next succeeding Business Day
and such extension of time shall be included in computation of interest in connection
with any such payment. A Business Day is any day other than a Saturday, Sunday or
other day on which commercial banks in Seattle, Washington, are authorized or
required by law to close.
g) When possible, each provision of this Agreement shall be interpreted in such a
manner as to be effective and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
h) Applicant hereby indemnifies and agrees to defend and hold harmless Bank, its
officers, directors, agents, successors and assigns, from and against any and all
liabilities, claims, demands, losses and expenses (including, without limitation, legal
costs and attorney fees incurred in any appellate proceeding, proceeding under the
bankruptcy code or receivership and post judgment attomey fees incurred in
enforcing any judgment), arising from or in connection with this Agreement, the
Credit or any related transaction, except to the extent such claims arise from Bank's
gross negligence or willful misconduct.
i) Any action, inaction or omission taken or suffered by Bank or by any of Bank's
correspondents under or in connection with the Credit or any relative drafts,
documents or property, if in good faith and in conformity with laws, regulations or
customs applicable thereto, shall be binding upon the Applicant and shall not place
Bank or any of Bank's correspondents under any resulting liability to the Applicant.
Without limiting the generality of the foregoing, Bank and Bank's correspondents
may act in reliance upon any oral, telephonic, telegraphic, electronic or written
request or notice believed in good faith to have been authorized by the Applicant,
whether or not in fact given or signed by an authorized person.
j) Bank's waiver of any right on any occasion or occasions shall not be construed as a
bar or waiver of any other right or of such right on any other occasion. Applicant
hereby waives and agrees not to assert any defense under any applicable statute of
limitations, to the fullest extent permitted by law.
k) Without notice to any Applicant and without affecting Bank's rights or Applicant's
obligations, Bank may deal in any manner with any person who at any time is liable
for, or provides any collateral for, any obligations of Applicant to Bank. Without
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limiting the foregoing. Bank may impair, release (with or without substitution of new
collateral) and fail to perfect a security interest in, any collateral provided by any
person; and sue, fail to sue, agree not to sue, release, and settle or compromise
with, any person.
Except as otherwise provided herein or in any Credit, all notices and other
communications required or permitted to be given to any party hereto shall be in
writing or an electronic medium that is retrievable in a perceivable form and shall be
deemed given when delivered by hand, electronically, by overnight courier, or when
deposited in the United States mail, postage prepaid, addressed as set forth in the
Application.
m) Whether or not litigation or arbitration is commenced, Applicant promises to pay all
attorney fees and other costs and expenses incurred by Bank in collecting overdue
amounts or construing or enforcing any provision of this Agreement or the Credit,
including, but not limited to, reasonable attorney fees at trial, in any arbitration,
appellate proceeding, proceeding under the bankruptcy code or receivership and
post-judgment attorney fees incurred in enforcing any judgment.
n) This Agreement, as supplemented by the laws, rules and customs incorporated
herein by Section 6e, and as supplemented by the terms of the Application, if any,
constitutes the entire understanding between Bank and the Applicant with respect to
the matters treated herein and specifically supersedes any prior or contemporaneous
oral agreements.
o) Bank is authorized, but not obligated, to record electronically or otherwise any
telephone and other oral communications between Bank and Applicant.
p) All terms and conditions on the attached Schedule 1, and any replacement Schedule
1 are hereby incorporated herein. Applicant may change the provisions of Schedule
1 by executing and delivering a new Schedule 1 to Bank.
q) In the event Applicant submits an application or other instruction by facsimile
transmission (each a "Faxed Document"), Applicant agrees:
(i) Each Faxed Document shall be deemed to be an original document and
shall be effective for all purposes as if it were an original.
(ii) Applicant shall retain the original of any Faxed Document and shall
deliver it to Bank upon request.
(iii) If Applicant sends Bank a manually signed confirmation of a Faxed
Document, Bank shall have no duty to compare it to the previously
received Faxed Document nor shall it have any liability or duty to act
should the contents of the written confirmation differ therefrom. any
manually signed confirmation of a Faxed Document must be
conspicuously marked "Previously transmitted by facsimile." Bank will not
be liable for issuance of duplicate amendments thereto that result from
Bank's receipt of confirmations not so marked.
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(iv) Bank cannot effectively determine whether a particular facsimile request
is valid. Therefore. Applicant shall have sole responsibility for the security
of using facsimile transmissions and for any authorized or unauthorized
Faxed Document received by Bank, purportedly on behalf of the
Applicant.
Oral agreements or oral commitments to loan money, extend credit, or to forbear from
enforcing repayment of a debt are not enforceable under California law.
Truckee Donner Public Utility District
By
James A. Maass, President
Date
U. S. Bank National Association
By
Title
Date
Page 7
Schedule 1
Authorization
Reimbursement Agreement for
Standby Letter of Credit
The provisions of this Schedule 1 are hereby incorporated into and made a part of the
Reimbursement Agreement for Standby Letters of Credit ("Agreement") executed by and
between U. S. Bank National Association, ("Bank") and the Truckee Donner Public Utility
District ("Applicant"), dated May_, 2001 and delivered to U. S. Bank. Capitalized terms not
otherwise defined herein shall have the meanings assigned to them in the Agreement.
1. In addition to those authorized through U. S. Bank Global Connections, if applicable, any one
of the persons whose name, title and signature appears below is authorized to give instructions
to Bank and to execute and/or transmit Applications, requests for amendments, requests for
extensions and other communications of any nature regarding any Credit issued by Bank for the
Applicant.
Name Title Signature
Peter Holzmeister General Manager
Mary Chapman Treasurer
Stephen Hollabaugh Assistant General Manager
2. In addition to those authorized through U. S. Bank Global Connection, if applicable, the
following persons are entitled to waive discrepancies contained in documents presented under
the Credit. (Applicant understands that upon any such waiver, Applicant is obligated to
reimburse Bank to the same extent as if the documents fully complied with the terms of the
Credit.)
Name Title Telephone Number
None
3. Applicant authorizes wires from any of its accounts to the Bank for all amounts that
come due under Agreement. The Bank will receive wires from the Applicant upon
receipt of the Bank's notice of demand.
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4. This Schedule 1 shall be effective upon receipt by the Bank. The Bank may rely on this
Schedule 1 until it has been revoked in writing by the Applicant and the Bank has a reasonable
opportunity to act on any such revocation.
Truckee Donner Public Utility District U. S. Bank National Association
Applicant
By By
Title Title
Page 2
EXHIBIT A
Promissory Note
$1,500,000.00 Dated: May _, 2001
Due:
For value received, the Truckee Donner Public Utility District, a California public utility district
("Maker"), promises to pay to the order of U. S. Bank National Association ("Bank"), at 1420
Fifth Avenue, Seattle, Washington 98101, 9t6 Floor, or such other place or places as the holder
hereof may designate in writing, the principal sum of One Million Five Hundred Thousand and
no/100 Dollars ($1,500,000.00) in lawful immediately available money of the United States of
America, in accordance with the terms and conditions of that certain Reimbursement Agreement
for Standby Letter of Credit of even date herewith by and between Maker and Bank (together
with all supplements, exhibits, amendments and modifications thereto, the "Reimbursement
Agreement"). The Reimbursement Agreement governs the issuance by Bank of a standby letter
of credit for the account of Maker (including all renewals, extensions and replacements, the
Credit).
This Note is the Note referred to in the Reimbursement Agreement and as such is entitled to all
of the benefits and obligations specified in the Reimbursement Agreement.
The unpaid principal of this Note shall bear interest from the date of disbursement thereof at an
annual rate of interest equal to the Prime Related Rate calculated on the basis of a 360-day
year for the actual number of days elapsed. The Prime Rate is the rate of interest in effect for
such day as publicly announced from time to time by Bank as its Prime Rate. The Prime Rate is
a rate set by Bank based upon various factors including Bank's costs and desired return,
general economic conditions and other factors, and is used as a reference point for pricing
some loans, which may be priced at, above, or below such announced rate. Any change in the
Prime Rate announced by Bank shall take effect at the opening of business on the day specified
in the public announcement of such change. The Prime Related Rate is the Prime Rate plus
1.00%.
Principal and interest shall be payable as hereinafter provided:
a) Commencing on the first day of each calendar month following the date of drawing and
continuing on the first day of each calendar month thereafter, all accrued interest on the
principal amount of each draft or other request for payment drawn under the Credit.
b) Ninety (90) days following the date of drawing, the entire principal amount of each draft
or other request for payment drawn under the Credit.
c) On March 31, 2010 all remaining outstanding principal, accrued interest and other fees,
charges and expenses.
If default is made with respect to any payment herein provided or in case of an Event of Default,
under the Reimbursement Agreement the principal balance of this Note shall thereafter, at
Page 1
Bank's option, bear interest at the Prime Rate plus five percent per annum, changing as the
Prime Rate changes.
Upon the occurrence of any default with respect to any payment herein provided or in case of
an Event of Default under the Reimbursement Agreement and at any time thereafter, Bank, at
its option and in addition to all other rights of Bank under the Reimbursement Agreement, any
related agreement and under applicable law, may (i) without notice or demand declare all
amounts owing hereunder immediately due and payable; and (ii) exercise any and all rights and
remedies under applicable law. Failure to exercise this option shall not constitute a waiver of the
right to exercise the same at any other time.
Maker and all endorsers, sureties and grantors hereof jointly and severally waive presentment
for payment, demand, notice of nonpayment, notice of protest and protest of this dishonor, or
enforcement of the payment of this Note except such notices as are specifically required by this
Note or by the Reimbursement Agreement, and they agree that the liability of each of them shall
be unconditional without regard to the liability of any other party and shall not be in any manner
affected by any indulgence, extension of time, renewal, waiver, or modification granted or
consented to by Bank. Maker and all endorsers, sureties and guarantors hereof (i) consent to
any and all extensions of time, renewals, waivers, or modifications that may be granted by Bank
with respect to the payment or other provisions of this Note and the Reimbursement Agreement;
(ii) consent to the release of any property now or hereafter securing this Note with or without
substitution; and (iii) agree that additional makers, endorsers, grantors, or sureties may become
parties hereto without notice to them and without affecting their liability hereunder.
Oral agreements or oral commitments to loan money, extend credit, or to forbear from
enforcing repayment of a debt are not enforceable under California law.
Truckee Donner Public Utility District
By
James A. Maass, President
Page 2
RESOLUTION NO. 00
OF THE
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
APPROVING AGREEMENT WITH U.S. BANK NATIONAL
ASSOCIATION TO ISSUE AN IRREVOCABLE STANDBY LETTER
OF CREDIT TO IDAHO POWER COMPANY
WHEREAS, the District entered into a purchased power contract with Idaho
Power Company on July 1, 1997 to purchase firm capacity and energy for the
Truckee community, and
WHEREAS, the District has adopted three subsequent amendments to the
purchase power contract which modify the terms of the original contract and
extend the term of the contract, and
WHEREAS, due to the fact that amendment number three extends the current
purchase power agreement with Idaho Power Company until December 31,
2009, and includes a substantial price increase over the previous amendments,
Idaho Power Company has required that the District provide them with an
irrevocable standby letter of credit to provide them with additional security in the
event of a default under the terms of the contract; and
WHEREAS, the District has arranged with U.S. Bank to provide such an
irrevocable standby letter of credit, and
WHEREAS, as a condition of providing the letter of credit, U.S. Bank requires
that the District enter into a reimbursement agreement and execute the following
documents 1) Application and Agreement for Standby Letter of Credit, 2)
Standby Letter of Credit Term Sheet, 3) Reimbursement Agreement for Standby
Letter of Credit 4) Schedule 1 — Authorization Reimbursement Agreement for
Standby Letter of Credit and 5) Exhibit A— Promissory Note, and
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors as follows:
1. The Board finds that the terms of said agreement are in the best interests
of the District for the issuance of an Irrevocable Standby Letter of Credit
for the benefit of Idaho Power Company.
2. The Board hereby directs its legal counsel to review the agreement and
negotiate appropriate modifications to said agreement with both U.S. Bank
and Idaho Power Company so as to assure compliance with state law and
local statutory law, prior to execution of the agreement by those persons
so authorized by the District for such purposes.
3. The Board designates and confirms the Board President to execute and
deliver the agreement and any related documents necessary for the
consummation of the transactions contemplated by the agreement.
PASSED AND ADOPTED by the Board of Directors at a meeting duly called and
held within the District on the second day of May, 2001 by the following roll call
vote:
AYES:
NOES:
ABSENT:
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
James A. Maass, President
ATTEST:
Susan M. Craig, Deputy District Clerk