Financial Information

IPA Bond Resolution

Under the Resolution IPA has pledged, for the benefit of the Bondholders, the proceeds from the sale of Bonds, the Revenues and all Funds, subject only to the terms of the Resolution permitting the application thereof. The principal and interest on the Bonds shall be payable solely from Revenues and other funds pledged by IPA. The Bonds are not an obligation of the State of Utah or any member of IPA.

All Revenues are deposited upon receipt into the Revenue Fund, held by the Trustee. Funds are paid monthly out of the Revenue Fund to other Funds as prescribed in the Resolution.

Additional Bonds may be issued if deemed necessary by the Coordinating Committee to keep the facilities in good operating condition and to prevent loss of revenue, or as required by a government agency having jurisdiction over the Project.

Refunding Bonds may be issued if they do not result in an increase in the Aggregate Debt Service on all Bonds, or if the Coordinating Committee determines to waive such requirement.

Subordinated Indebtedness may be issued provided that the pledge therefore is junior to the pledge for the Bonds.

Special Bonds may be issued under certain conditions with balloon maturities. Certain Funds and Accounts may, and others must, be invested in Investment Securities. Interest earned on such investments (other than investments on deposit in the Construction Fund) shall be paid into the Revenue Fund. Funds deposited in banks or trust companies must be continuously and fully insured with FDIC or collateralized by collateral Investment Securities lodged with the Trustee or any Federal Reserve Bank.

Except as permitted by the Resolution, IPA will not issue indebtedness secured by the Revenues, other monies, or securities pledged pursuant to the Resolution. IPA may construct facilities not a part of the Project through issuance of debt, provided such indebtedness is not secured by Revenues pledged under the Resolution.

IPA may not sell, lease, mortgage or dispose of property, or lease or grant licenses for use of, or easements with respect to, the Project that would adversely impact the Project or the Bondholders.

IPA covenants to establish rates and collect charges for the use of the Project, and to set rates to provide Revenues to meet all expenses each year, including operating, debt service, reserves, self-insurance and other charges payable. IPA will not furnish free power, and it will enforce payment of all accounts owing. IPA will collect amounts due under the Power Sales Contracts and will not agree to any amendment of such Contracts that would adversely affect IPA or the rights of the Bondholders. IPA will prepare annual budgets, and amended budgets when appropriate. IPA will maintain proper insurance, maintain proper accounts and reports, will notify the Trustee in the event of any defaults and will provide access to reports for inspection by Bondholders.

IPA may amend provisions of the Resolution upon consent of the holders of two-thirds in principal amount of all outstanding Bonds and otherwise as provided in the Resolution. No such amendment may reduce any principal or interest payment without the consent of the affected Bondholders.

The Resolution provides for the appointment of a Trustee and Paying Agent(s) by IPA. The holders of a majority in principal may remove the Trustee amount of the outstanding Bonds.

The pledge of revenues under the Resolution will become discharged when all Bonds have been paid in full, or sufficient monies are on deposit to pay remaining principal or redemption price and interest and, if the Bonds are to be redeemed, instructions have been issued to publish a notice of redemption.

The Resolution provides for procedures to be followed in the event of a default thereunder, and specifies the duties of the Trustee and the rights of Bondholders in pursuing remedies upon such default.

Excess Power Sales Agreement

The Excess Power Sales Agreement is an agreement between 29 Utah Municipal and Cooperative Purchasers, as Sellers, and the Department and the Cities of Burbank, Glendale and Pasadena, as Excess Power Purchasers. The Excess Power Purchasers must purchase, at cost, portions of the Excess Power Sellers’ entitlements to capacity and energy in the Project (“Excess Entitlement Shares”). Each year, the Sellers may elect to modify their Excess Entitlement Shares up or down, subject to the limitations contained in the Excess Power Sales Agreement. They may decrease their shares without limit, but may increase their shares only if agreed to by the Department and ICPA. Sellers may also change their shares by up to an aggregate of 50 MW upon proper notice given to ICPA prior to each six-month season beginning March 25 and September 25 of each year.

Excess Power Purchasers shall pay monthly for excess power. Payments will include minimum cost and variable cost components, and include payment for use of transmission systems.

The Excess Power Sales Agreement may be terminated prior to the date of termination of the Power Sales Contracts under certain conditions. These conditions include the failure of the Project to produce generation for a specified period or the Total Excess Entitlement Shares being equal to zero.

Construction Management and Operating Agreement

The Construction Management and Operating Agreement (“CMOA”) provides for the appointment by IPA of the Department as Project Manager and Operating Agent for planning, negotiating, designing, constructing, insuring, contracting for, administrating, operating and maintaining the Project. The Department acts as IPA’s agent in fulfilling its duties as Project Manager and Operating Agent, subject to the provisions of the Resolution, the Power Sales Contracts (as amended) and all permits, licenses and approvals and Prudent Utility Practice, and subject to the supervision, and as to certain matters, approval, of the Coordinating Committee, established under the Power Sales Contracts. The CMOA will remain in effect, unless modified, until the expiration of the Power Sales Contracts. IPA has covenanted in the Resolution that it will not consent or agree to any amendment of the CMOA, other than an extension thereof, which will in any manner materially impair or adversely affect the rights of IPA thereunder or the rights or security of the Bondholders under the Resolution.