Exhibit 1.1
Amendment
No. 1, dated January 25, 2005, to Selling Agency Agreement
Between IDACORP, Inc. and Goldman, Sachs & Co.
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AMENDMENT NO. 1
DATED AS OF JANUARY 25, 2005
TO
IDACORP, INC.
MEDIUM-TERM NOTES, SERIES A
DUE FROM NINE MONTHS TO FORTY YEARS
FROM DATE OF ISSUE
SELLING AGENCY AGREEMENT
BY AND BETWEEN
IDACORP, INC.
AND
GOLDMAN, SACHS & CO.
DATED FEBRUARY 28, 2001
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AMENDMENT NO. 1, DATED AS OF JANUARY 25, 2005, TO
IDACORP, INC. MEDIUM-TERM NOTES, SERIES A, DUE FROM NINE MONTHS
TO
FORTY YEARS FROM DATE OF ISSUE, SELLING AGENCY AGREEMENT
BY AND BETWEEN IDACORP, INC. AND GOLDMAN, SACHS & Co.
DATED FEBRUARY 28, 2001
WHEREAS,
IDACORP, Inc., an Idaho corporation (the "Company"), and
Goldman,
Sachs & Co. ("Goldman, Sachs") desire
to amend the Selling Agency Agreement,
dated February 28, 2001, by and between the
Company and Goldman, Sachs (the
"Selling Agency Agreement") so as to
eliminate the reporting requirements with
respect to the filing with the Securities
and Exchange Commission of a Current
Report on Form 8-K;
NOW THEREFORE,
the Company and Goldman, Sachs hereby amend the Selling
Agency Agreement as follows:
Section 4(i) of
the Selling Agency Agreement is hereby amended to read:
"Each time the Company files with the Commission an Annual Report
on
Form 10-K or a
Quarterly Report on Form 10-Q or a material amendment or
supplement
thereto, each time that the Company requests you to solicit
offers to
purchase the Notes and each time that a Terms Agreement is
executed and
delivered, the Company will deliver or cause to be delivered
promptly to you
a certificate of the Company, in form reasonably
satisfactory to
you, signed by the Chief Executive Officer or the President
or the principal
financial or accounting officer of the Company, dated the
date of delivery
of such certificate, of the same tenor as the certificate
referred to in
Section 5(d) but modified to relate to the Registration
Statement and
the Prospectus as amended or supplemented at the time of
delivery of such
certificate."
Section 4(j) of
the Selling Agency Agreement is hereby amended to read:
"Each time the Company files with the Commission an Annual Report
on
Form 10-K or a
Quarterly Report on Form 10-Q or a material amendment or
supplement
thereto, each time that the Company requests you to solicit
offers to
purchase the Notes and each time that a Terms Agreement is
executed and
delivered, the Company will furnish or cause to be furnished
promptly to you
a written opinion of counsel for the Company, in form
reasonably
satisfactory to you, dated the date of delivery of such
opinion,
of the same
tenor as the opinion referred to in Section 5(b) but modified
to relate to the
Registration Statement and the Prospectus as amended or
supplemented at
the time of delivery of such opinion or, in lieu of such
opinion, counsel
last furnishing such an opinion to you may furnish you
with a letter to
the effect that you may rely on such last opinion to the
same extent as
though it were dated the date of such letter authorizing
reliance (except
that statements in such last opinion will be deemed to
relate to the
Registration Statement and the Prospectus as amended and
supplemented to
the time of the effectiveness of such amendment or the
filing of such
supplement)."
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